Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 000-50755

 

 

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   55-0865043
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)

2477 East Commercial Boulevard, Fort Lauderdale, FL 33308

(Address of principal executive offices)

954-776-2332

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

 

Large accelerated filer  ¨   Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)   Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 2,972,507 shares of Common Stock, $.01 par value, issued and outstanding as of April 28, 2008

 

 

 


Table of Contents

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

INDEX

 

                Page
PART I. FINANCIAL INFORMATION   
  Item 1. Financial Statements   
   

Condensed Consolidated Balance Sheets -
March 31, 2008 (unaudited) and December 31, 2007

   2
   

Condensed Consolidated Statements of Earnings -
Three Months ended March 31, 2008 and 2007 (unaudited)

   3
   

Condensed Consolidated Statements of Stockholders’ Equity -
Three Months ended March 31, 2008 and 2007 (unaudited)

   4
   

Condensed Consolidated Statements of Cash Flows -
Three Months ended March 31, 2008 and 2007 (unaudited)

   5
   

Notes to Condensed Consolidated Financial Statements (unaudited)

   6-10
   

Review by Independent Registered Public Accounting Firm

   11
   

Report of Independent Registered Public Accounting Firm

   12
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13-16
 

Item 3. Controls and Procedures

   17
PART II. OTHER INFORMATION   
 

Item 6. Exhibits

   18
SIGNATURES    19

 

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Table of Contents

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

 

     March 31,
2008
    December 31,
2007
 
     (unaudited)        

Assets

    

Cash and due from banks

   $ 509     $ 475  

Federal funds sold

     616       226  
                

Total cash and cash equivalents

     1,125       701  

Securities held to maturity (fair value of $75,748 and $58,117)

     77,118       58,471  

Security available for sale

     245       244  

Loans, net of allowance for loan losses of $794 and $692

     166,844       173,323  

Federal Home Loan Bank stock

     3,389       2,965  

Premises and equipment, net

     3,216       3,249  

Foreclosed assets

     106       79  

Accrued interest receivable

     1,480       1,448  

Other assets

     947       1,067  
                

Total assets

   $ 254,470     $ 241,547  
                

Liabilities and Stockholders’ Equity

    

Liabilities:

    

Noninterest-bearing demand deposits

   $ 815     $ 1,304  

Savings, NOW and money-market deposits

     30,781       28,202  

Time deposits

     84,769       95,528  
                

Total deposits

     116,365       125,034  

Federal Home Loan Bank advances

     64,850       56,850  

Other borrowings

     41,800       28,900  

Junior subordinated debenture

     5,155       5,155  

Official checks

     2,695       2,251  

Other liabilities

     928       1,110  
                

Total liabilities

     231,793       219,300  
                

Stockholders’ equity:

    

Common stock, $.01 par value; 6,000,000 shares authorized, 2,972,507 shares issued and outstanding

     30       30  

Additional paid-in capital

     17,308       17,308  

Retained earnings

     5,342       4,913  

Accumulated other comprehensive loss

     (3 )     (4 )
                

Total stockholders’ equity

     22,677       22,247  
                

Total liabilities and stockholders’ equity

   $ 254,470     $ 241,547  
                

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Earnings (Unaudited)

(Dollars in thousands, except per share amounts)

 

     Three Months Ended
March 31,
     2008    2007

Interest income:

     

Loans

   $ 3,116    $ 3,323

Securities

     853      449

Other

     56      55
             

Total interest income

     4,025      3,827
             

Interest expense:

     

Deposits

     1,314      1,474

Borrowings

     1,035      766
             

Total interest expense

     2,349      2,240
             

Net interest income

     1,676      1,587

Provision for loan losses

     121      311
             

Net interest income after provision for loan losses

     1,555      1,276
             

Noninterest income:

     

Service charges and fees

     42      15

Loan prepayment fees

     —        68

Litigation settlement

     —        150

Other

     —        1
             

Total noninterest income

     42      234
             

Noninterest expenses:

     

Salaries and employee benefits

     535      497

Occupancy and equipment

     164      167

Data processing

     43      48

Professional fees

     70      57

Insurance

     13      15

Stationary and supplies

     8      12

Other

     76      96
             

Total noninterest expenses

     909      892
             

Earnings before income taxes

     688      618

Income taxes

     259      202
             

Net earnings

   $ 429    $ 416
             

Net earnings per share:

     

Basic

   $ .14    $ .14
             

Diluted

   $ .14    $ .14
             

Dividends per share

   $ —      $ —  
             

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Equity

Three Months Ended March 31, 2008 and 2007

(Dollars in thousands)

 

     Common Stock    Additional
Paid-In
Capital
   Retained
Earnings
   Accumulated
Other
Comprehensive
Loss
    Total
Stockholders’
Equity
     Shares    Amount           

Balance at December 31, 2006

   2,820,280    $ 28    15,930    4,474    (9 )   20,423
                  

Comprehensive income-

                

Net earnings for the three months ended March 31, 2007 (unaudited)

   —        —      —      416    —       416
                                

Balance at March 31, 2007 (unaudited)

   2,820,280    $ 28    15,930    4,890    (9 )   20,839
                                

Balance at December 31, 2007

   2,972,507    $ 30    17,308    4,913    (4 )   22,247
                  

Comprehensive income:

                

Net earnings for the three months ended March 31, 2008 (unaudited)

   —        —      —      429    —       429

Net change in unrealized loss on security available for sale (unaudited)

   —        —      —      —      1     1
                  

Comprehensive income (unaudited)

                 430
                                

Balance at March 31, 2008 (unaudited)

   2,972,507    $ 30    17,308    5,342    (3 )   22,677
                                

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

     Three Months Ended
March 31,
 
     2008     2007  

Cash flows from operating activities:

    

Net earnings

   $ 429     $ 416  

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

     52       58  

Provision for loan losses

     121       311  

Net amortization of fees, premiums and discounts

     180       13  

Increase in accrued interest receivable

     (32 )     (42 )

Decrease (increase) in other assets

     120       (775 )

Increase in security purchased, not yet settled

     —         8,898  

Increase in official checks and other liabilities

     262       1,836  
                

Net cash provided by operating activities

     1,132       10,715  
                

Cash flows from investing activities:

    

Purchases of securities held to maturity

     (20,743 )     (19,862 )

Principal repayments of securities held to maturity

     2,021       1,437  

Net decrease (increase) in loans

     6,226       (4,056 )

Purchases of premises and equipment

     (19 )     (19 )

Sale of premises and equipment

     —         565  

(Purchase) redemption of Federal Home Loan Bank stock

     (424 )     65  
                

Net cash used in investing activities

     (12,939 )     (21,870 )
                

Cash flows from financing activities:

    

Net (decrease) increase in deposits

     (8,669 )     2,327  

Net increase in other borrowings

     12,900       10,500  

Net increase (decrease) in Federal Home Loan Bank advances

     8,000       (1,350 )
                

Net cash provided by financing activities

     12,231       11,477  
                

Net increase in cash and cash equivalents

     424       322  

Cash and cash equivalents at beginning of the period

     701       1,604  
                

Cash and cash equivalents at end of the period

   $ 1,125     $ 1,926  
                

Supplemental disclosure of cash flow information:

    

Cash paid during the period for:

    

Interest

   $ 2,373     $ 2,288  
                

Income taxes

   $ 80     $ 12  
                

Noncash transactions:

    

Change in accumulated other comprehensive loss, net change in unrealized loss on security available for sale

   $ 1     $ —    
                

Loans transferred to foreclosed assets

   $ 27     $ —    
                

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

(1)    General. OptimumBank Holdings, Inc. (the “Holding Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”), a state (Florida)-chartered commercial bank (collectively, the “Company”). The Holding Company’s only business is the operation of the Bank. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida.

In the opinion of the management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at March 31, 2008, and the results of operations and cash flows for the three-month periods ended March 31, 2008 and 2007. The results of operations for the three months ended March 31, 2008, are not necessarily indicative of the results to be expected for the full year.

(2)    Loan Impairment and Credit Losses. The activity in the allowance for loan losses was as follows (in thousands):

 

     Three Months Ended
March 31,
 
     2008     2007  

Balance at beginning of period

   $ 692     $ 974  

Charge-offs

     (19 )     (172 )

Provision for loan losses

     121       311  
                

Balance at end of period

   $ 794     $ 1,113  
                

The following summarizes the impaired loans at March 31, 2008 and 2007, which were collateral dependent (in thousands):

 

     At March 31,  
     2008     2007  

Loans identified as impaired:

    

Gross loans with related allowance for losses recorded

   $ 2,520     $ 3,900  

Less: Allowance on these loans

     (93 )     (350 )
                
   $ 2,427     $ 3,550  
                

 

(continued)

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

 

(2)    Loan Impairment and Credit Losses, Continued. The average net investment in the impaired loans and interest income recognized and received on the impaired loans during the three months ended March 31, 2008 and 2007 were as follows (in thousands):

 

     Three Months Ended
March 31,
     2008    2007

Average net investment in impaired loans

   $ 1,618    $ 2,925
             

Interest income recognized on impaired loans

   $ —      $ 39
             

Interest income received on impaired loans

   $ —      $ 39
             

At March 31, 2008 and 2007, the Company had no loans over ninety days past due still accruing interest. Nonaccrual loans were as follows (in thousands):

 

     At March 31,
     2008    2007

Nonaccrual loans

   $ 250    $ 108
             

(3)    Regulatory Capital. The Bank is required to maintain certain minimum regulatory capital requirements. The following is a summary at March 31, 2008 of the regulatory capital requirements and the Bank’s capital on a percentage basis:

 

      Bank     Regulatory
Requirement
 

Tier I capital to total average assets

   11.56 %   4.00 %

Tier I capital to risk-weighted assets

   17.88 %   4.00 %

Total capital to risk-weighted assets

   18.40 %   8.00 %

 

(continued)

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

 

(4)    Earnings Per Share. Basic earnings per share has been computed on the basis of the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share were computed based on the weighted average number of shares outstanding plus the effect of outstanding stock options, computed using the treasury stock method. All amounts reflect the 5% stock dividend declared in May 2007. Earnings per common share have been computed based on the following:

 

     Three Months Ended
March 31,
     2008    2007

Weighted average number of common shares outstanding used to calculate basic earnings per common share

   2,972,507    2,961,294

Effect of dilutive stock options

   62,853    97,893
         

Weighted average number of common shares outstanding used to calculate diluted earnings per common share

   3,035,360    3,059,187
         

The following options were excluded from the calculation of earnings per share due to the exercise price being above the average market price:

 

     Number
Outstanding
   Exercise Price    Expire

For the three months ended March 31, 2008-
Options

   254,678    $ 10.00-12.49    2014-2015

For the three months ended March 31, 2007-
Options

   10,500    $ 12.49    2015

(5)    Stock-Based Compensation. The Company follows the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123(R)”), using the modified-prospective-transition method. Under that transition method, compensation cost to be recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value calculated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). As of December 31, 2006, all stock options were fully vested and no options were granted in 2007 or 2008; therefore, no stock-based compensation has been recognized in 2007 or 2008.

 

(continued)

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

 

(5)    Stock-Based Compensation, Continued. The Company established an Incentive Stock Option Plan (the “Plan”) for officers, directors and employees of the Company and reserved 572,082 (amended) shares of common stock for the plan. Both incentive stock options and nonqualified stock options may be granted under the plan. The exercise price of the stock options is determined by the board of directors at the time of grant, but cannot be less than the fair market value of the common stock on the date of grant. The options vest over three and five years. The options must be exercised within ten years from the date of grant. At March 31, 2008, 13,561 options were available for grant.

A summary of the activity in the Company’s stock option plan is as follows. All amounts reflect the 5% stock dividend declared in May 2007. The Board of Directors did not adjust the exercise price of the stock options outstanding to reflect the 5% stock dividend (dollars in thousands, except per share amounts):

 

     Number
of
Options
   Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value

Outstanding and exercisable at December 31, 2007 and March 31, 2008

   479,607    $ 8.06    5.3 years    $ 733
                       

(6)    Common Stock Dividend. On May 31, 2007, the Company’s board of directors declared a 5% stock dividend to shareholders of record on June 12, 2007 and paid on July 12, 2007.

(7)    Fair Value Measurements. Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 clarifies the definition of fair value and describes methods available to appropriately measure fair value in accordance with generally accepted accounting principles. This statement applies whenever other accounting pronouncements require or permit fair value measurements.

The Company performs fair-market valuations on certain assets as the result of the application of accounting guidelines that were in effect prior to the adoption of SFAS 157. These assets include securities that are available for sale and are valued based upon open-market quotes obtained from reputable third-party brokers which is considered a Level I fair value measurement. Level I fair value measurements are quoted prices in active markets for identical assets. Market pricing is based upon specific CUSIP identification for each individual security. Changes in fair value are recorded in other comprehensive income.

 

(continued)

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

 

(7)    Fair Value Measurements, Continued. Also effective January 1, 2008, the Company adopted SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. Most of the provisions of this statement apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. Management determined that this Statement had no material effect on the Company’s consolidated financial statements.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Review by Independent Registered Public Accounting Firm

Hacker, Johnson & Smith PA, the Company’s independent registered public accounting firm, have made a limited review of the interim financial data as of March 31, 2008, and for the three-month periods ended March 31, 2008 and 2007, presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.

Their report furnished pursuant to Article 10 of Regulation S-X is included herein.

 

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Report of Independent Registered Public Accounting Firm

OptimumBank Holdings, Inc.

Fort Lauderdale, Florida:

We have reviewed the accompanying condensed consolidated balance sheet of OptimumBank Holdings, Inc. and Subsidiary (the “Company”) as of March 31, 2008, and the condensed consolidated statements of earnings, stockholders’ equity and cash flows for the three-month periods ended March 31, 2008 and 2007. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet as of December 31, 2007, and the related consolidated statements of earnings, stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 21, 2008, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ Hacker, Johnson & Smith PA
HACKER, JOHNSON & SMITH PA
Fort Lauderdale, Florida
April 28, 2008

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Item 2. Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Comparison of March 31, 2008 and December 31, 2007

Liquidity and Capital Resources

The Company’s primary sources of cash during the three months ended March 31, 2008 were from an increase in other borrowings of approximately $12.9 million, an increase in Federal Home Loan Bank advances of approximately $8.0 million, principal repayments of securities held to maturity of approximately $2.0 million, net loan repayments of approximately $6.2 million and cash provided from operating activities of approximately $1.1 million. Cash was used primarily for purchases of securities of approximately $20.7 million and to fund deposit withdrawals of approximately $8.7 million. At March 31, 2008, the Company had time deposits of approximately $71.0 million that mature in one year or less. At March 31, 2008, the Company exceeded its regulatory liquidity requirements. Management believes that, if so desired, it can adjust the rates on time deposits to retain or attract deposits in a changing interest-rate environment.

The following table shows selected information for the periods ended or at the dates indicated:

 

     Three Months
Ended
March 31,
2008
    Year Ended
December 31,
2007
    Three Months
Ended
March 31,
2007
 

Average equity as a percentage of average assets

   9.44 %   8.96 %   9.18 %

Equity to total assets at end of period

   8.91 %   9.21 %   8.39 %

Return on average assets (1)

   0.72 %   0.73 %   0.74 %

Return on average equity (1)

   7.61 %   8.91 %   8.03 %

Noninterest expenses to average assets (1)

   1.52 %   1.57 %   1.58 %

 

(1) Annualized for the three months ended March 31, 2008 and 2007.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Item 2. Management’s Discussion and Analysis

of Financial Condition and Results of Operations, Continued

 

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and undisbursed loans in process. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and undisbursed loans in process is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party.

A summary of the amounts of the Company’s financial instruments, with off-balance sheet risk at March 31, 2008, follows (in thousands):

 

     Contract
Amount

Commitments to extend credit

   $ 2,450
      

Undisbursed loans in process

   $ 9
      

Management believes that the Company has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded in the next twelve months.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Results of Operations

The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities.

 

     Three Months Ended March 31,  
     2008     2007  
     Average
Balance
   Interest
and
Dividends
   Average
Yield/
Rate
    Average
Balance
   Interest
and
Dividends
   Average
Yield/
Rate
 

Interest-earning assets:

                

Loans

   $ 167,503      3,116    7.44 %   $ 179,695      3,323    7.40 %

Securities

     60,821      853    5.61       35,218      449    5.10  

Other (1)

     4,272      56    5.24       3,685      55    5.97  
                                

Total interest-earning assets/interest income

     232,596      4,025    6.92       218,598      3,827    7.00  
                        

Cash and due from banks

     393           386      

Premises and equipment

     3,233           3,772      

Other

     2,543           2,614      
                        

Total assets

   $ 238,765         $ 225,370      
                        

Interest-bearing liabilities:

                

Savings, NOW and money-market deposits

     28,783      271    3.77       26,783      286    4.27  

Time deposits

     89,191      1,043    4.68       101,876      1,188    4.66  

Borrowings (2)

     93,525      1,035    4.43       71,832      766    4.27  
                                

Total interest-bearing liabilities/interest expense

     211,499      2,349    4.44       200,491      2,240    4.47  
                        

Noninterest-bearing demand deposits

     1,264           1,206      

Other liabilities

     3,453           2,989      

Stockholders’ equity

     22,549           20,684      
                        

Total liabilities and stockholders’ equity

   $ 238,765         $ 225,370      
                        

Net interest income

      $ 1,676         $ 1,587   
                        

Interest rate spread (3)

         2.48 %         2.53 %
                        

Net interest margin (4)

         2.88 %         2.90 %
                        

Ratio of average interest-earning assets to average interest-bearing liabilities

     1.10           1.09      
                        

 

(1) Includes interest-earning deposits with banks, Federal funds sold and Federal Home Loan Bank stock dividends.
(2) Includes Federal Home Loan Bank advances, other borrowings and junior subordinated debenture.
(3) Interest rate spread represents the difference between average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average interest-earning assets.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Comparison of the Three-Month Periods Ended March 31, 2008 and 2007

General. Net earnings for the three months ended March 31, 2008, were $429,000 or $.14 per basic and diluted share compared to net earnings of $416,000 or $.14 per basic and diluted share for the period ended March 31, 2007. The increase in the Company’s net earnings was primarily due to an increase in net interest income and a decrease in the provision for loan losses, partially offset by a decrease in noninterest income.

Interest Income. Interest income increased to $4.0 million for the three months ended March 31, 2008 from $3.8 million for the three months ended March 31, 2007. Interest income on loans decreased to $3.1 million due primarily to a decrease in the average loan portfolio balance for the three months ended March 31, 2008, partially offset by an increase in the average yield earned from 7.40% for the three months ended March 31, 2007, to 7.44% for the three months ended March 31, 2008. Interest income on securities increased to $853,000 due primarily to an increase in the average security balance for the three months ended March 31, 2008, and an increase in the average yield earned from 5.10% for the three months ended March 31, 2007, to 5.61% for the three months ended March 31, 2008.

Interest Expense. Interest expense on deposit accounts decreased to $1.3 million for the three months ended March 31, 2008, from $1.5 million for the three months ended March 31, 2007. Interest expense decreased primarily because of a decrease in the average balance of deposits during 2008. Interest expense on borrowings increased to $1.0 million for the three months ended March 31, 2008, from $766,000 for the three months ended March 31, 2007, due to an increase in the average balance of borrowings.

Provision for Loan Losses. The provision for the three months ended March 31, 2008, was $121,000 compared to $311,000 for the same period in 2007. The provision for loan losses is charged to earnings as losses are estimated to have occurred in order to bring the total allowance for loan losses to a level deemed appropriate by management. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, loans identified as impaired, general economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectibility of our loan portfolio. The allowance for loan losses totaled $794,000 or .47% of loans outstanding at March 31, 2008, compared to $1,113,000, or .60% of loans outstanding at March 31, 2007. Management believes the balance in the allowance for loan losses at March 31, 2008 is adequate.

Noninterest Income. Total noninterest income decreased to $42,000 for the three months ended March 31, 2008, from $234,000 for the three months ended March 31, 2007, primarily due to a litigation settlement of $150,000 in March 2007 and a decrease in loan prepayment fees of $68,000.

Noninterest Expenses. Total noninterest expenses increased to $909,000 for the three months ended March 31, 2008, from $892,000 for the three months ended March 31, 2007, primarily due to an increase in salaries and employee benefits of $38,000.

Income Taxes. Income taxes for the three months ended March 31, 2008, were $259,000 (an effective rate of 37.6%) compared to income taxes of $202,000 (an effective rate of 32.7%) for the three months ended March 31, 2007.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

 

Item 3. Controls and Procedures

 

a. Evaluation of Disclosure Controls and Procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon management’s evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2008, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

 

b. Changes in Internal Controls. We have made no significant changes in our internal controls over financial reporting during the quarter ended March 31, 2008, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

PART II. OTHER INFORMATION

 

Item 6. Exhibits

The following exhibits are filed with or incorporated by reference into this report. The exhibits denominated by (i) an asterisk (*) were previously filed as a part of a Registration Statement on Form 10-SB under the Exchange Act, filed with the Federal Deposit Insurance Corporation on March 28, 2003; (ii) a double asterisk (**)were previously filed as part of a current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 11, 2004; and (iv) a triple asterisk (***)were previously filed as part of a Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004; (v) a quadruple asterisk (****) were previously filed as part of an Annual Report on Form 10-KSB filed with the SEC on March 31, 2006; and (vi) a quintuple asterisk (*****) were previously filed as part of an Annual Report on Form 10-KSB filed with the SEC on March 31, 2008.

 

 

Exhibit No.

    

Description

**

  3.1      Articles of Incorporation

**

  3.3      Bylaws

***

  4.1      Form of stock certificate

****

  10.1      Amended and Restated Stock Option Plan

*

  10.2      Non-employee Directors’ Fee Compensation and Stock Purchase Plan

*

  10.3      Agreement between OptimumBank, Albert J. Finch and Richard L. Browdy dated June 14, 2002

*****

  14.1      Code of Ethics for Chief Executive Officer and Senior Financial Officers
  31.1      Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
  31.2      Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
  32.1      Certification of Chief Executive Officer under §906 of the Sarbanes-Oxley Act of 2002
  32.2      Certification of Chief Financial Officer under §906 of the Sarbanes-Oxley Act of 2002

 

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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

PART II. OTHER INFORMATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

  OPTIMUMBANK HOLDINGS, INC.
      (Registrant)
Date: May 12, 2008   By:  

/s/ Albert J. Finch

    Albert J. Finch, Chief Executive Officer
Date: May 12, 2008   By:  

/s/ Richard L. Browdy

    Richard L. Browdy, Chief Financial Officer

 

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