Optimum Bank Holdings
Annual Report 2016

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number: 000-50755 OPTIMUMBANK HOLDINGS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 55-0865043 (I.R.S. Employer Identification No.) 2477 East Commercial Blvd., Fort Lauderdale, FL 33308 (Address of principal executive offices) Registrant’s telephone number, including area code: (954) 900-2800 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $0.01 per share Name of each exchange on which registered NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1993. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ 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 ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Accelerated filer ☐ Smaller reporting company ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (1,005,823 shares) on December 31, 2016, was approximately $4,778,000, computed by reference to the closing market price at $4.75 per share as of June 30, 2016. For purposes of this information, the outstanding shares of common stock owned by directors and executive officers of the registrant were deemed to be shares of common stock held by affiliates. The number of shares of common stock, par value $0.01 per share, of the registrant outstanding as of March 20, 2017 was 1,103,447 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on April 25, 2017, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the issuer’s fiscal year end are incorporated by reference into Part III, Items 10 through 14, of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosure PART II Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers, and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules i 1 1 14 14 14 15 15 16 17 30 65 65 65 66 66 66 66 66 66 67 67 Item 1. Business Forward-Looking Statements PART I We have made forward-looking statements in this Annual Report about the financial condition, results of operations, and business of our company. These statements are not historical facts and include expressions concerning the future that are subject to risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things, the following possibilities: ☐ ☐ ☐ ☐ ☐ general economic conditions, either nationally or regionally, that are less favorable than expected resulting in, among other things, a deterioration in credit quality and an increase in credit risk-related losses and expenses; changes in the interest rate environment that reduce margins; competitive pressure in the banking industry that increases significantly; changes that occur in the regulatory environment; and changes that occur in business conditions and the rate of inflation. When used in this Annual Report, the words “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” “outlook,” and “anticipates,” as well as similar expressions, as they relate to OptimumBank Holdings, Inc., or its management, are intended to identify forward-looking statements. General OptimumBank Holdings, Inc. is a Florida corporation (the “Company”) formed in 2004 as a bank holding company for OptimumBank (the “Bank”). The Company’s only business is the ownership and operation of the Bank and the Bank’s subsidiaries. The Bank is a Florida state chartered bank established in 2000, with deposits insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank has four wholly-owned subsidiaries primarily engaged in holding and disposing of foreclosed real estate and one subsidiary primarily engaged in managing foreclosed real estate. The Company is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). OptimumBank is subject to the supervision and regulation of the State of Florida Office of Financial Regulation (“OFR”) and the FDIC. OptimumBank is a member of the Federal Home Loan Bank of Atlanta. At December 31, 2016, the Company had total assets of $119.7 million, net loans of $77.0 million, total deposits of $86.0 million and stockholders’ equity of $3.1 million. During 2016, the Company had a net loss of $396,000. Recent Developments Consent Order and Written Agreement. On November 7, 2016, the Bank agreed to the issuance of a Consent Order by the FDIC and the OFR (the “Consent Order”), which requires the Bank to take certain measures to improve its safety and soundness. The Consent Order supersedes the prior consent order that became effective in 2010. Pursuant to the Consent Order, the Bank is required to take certain measures to improve its management, condition and operations, including actions to improve management practices and board supervision and independence, assure that its allowance for loan losses is maintained at an appropriate level and improve liquidity. The Consent Order requires the Bank to adopt and implement a compliance plan to address the Bank’s obligations under the Bank Secrecy Act (the “BSA”) and related obligations related to anti-money laundering. The Consent Order continues the requirement for the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of 12% beginning 90 days from the issuance of the Consent Order. The Consent Order prohibits the payment of dividends by the Bank. The Company estimates that the cost of complying with the BSA components of the Consent Order will increase expenses in 2017 by approximately $190,000. In addition to the Consent Order, the Company is party to a Written Agreement dated June 22, 2010, with the Federal Reserve Bank of Atlanta, which requires the Company to take certain measures to ensure the Bank complied with the prior consent order. Under the Written Agreement, the Company is subject to restrictions on paying interest on debt, or paying dividends or distributions of stock, including dividends on its common stock, as well as incurring additional debt or redeeming stock. Additional details on the Consent Order and the Written Agreement are contained in “Business-Supervision and Regulation- Consent Order- and -Written Agreement.” At December 31, 2016, the Bank had a Tier 1 leverage ratio of 8.06%, and a total risk-based capital ratio of 12.79%. At December 31, 2016, the Bank in compliance with the Tier 1 leverage ratio and total risk-based capital ratio requirement of the Consent Order. Additional information on the Bank’s capital adequacy is contained in “Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 1 Going Concern Status The Company is in default with respect to its $5,155,000 Junior Subordinated Debenture (“Debenture”) due to its failure to make certain required interest payments under the Debenture. The Trustee of the Debenture (the “Trustee”) or the holders of the Debenture are entitled to accelerate the payment of the $5,155,000 principal balance plus accrued and unpaid interest totaling $1,147,636 at December 31, 2016. To date the Trustee has not accelerated the outstanding balance of the Debenture. No adjustments to the accompanying consolidated financial statements have been made as a result of this uncertainty. Management’s plans with regard to this matter are as follows: A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the Debenture. In March 2016, the Trustee received a direction from certain debt holders of the Trust that holds the Debenture to sell the Debenture to a Director of the Company. Based upon the receipt of conflicting directions from other equity owners of the Trust, in August 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to United States District Court for the Southern District of New York, where the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital. Brokered Deposits Under the terms of the Consent Order, the Bank is not permitted to solicit brokered deposits. In March 2017, the FDIC notified the Bank that it considers a significant portion of the Bank’s certificates of deposit to be brokered deposits due to the rates paid on such deposits, even though such deposits were not obtained through any deposit brokers. The Bank has requested a waiver of the prohibition on brokered deposits from the FDIC. If this waiver is not granted, then the Bank would not be able to accept, renew or rollover the existing certificates of deposit that are viewed as brokered deposits, which would likely have an adverse effect on the Bank’s liquidity. Banking Products The Bank’s revenues are primarily derived from interest on, and fees received in connection with, real estate and other loans, and from interest from securities and short-term investments. The principal sources of funds for the Bank’s lending activities are deposits, borrowings, repayment of loans, and the repayment, or maturity of investment securities. The Bank’s principal expenses are the interest paid on deposits, and operating and general administrative expenses. As is the case with banking institutions generally, the Bank’s operations are materially and significantly influenced by general economic conditions and by related monetary and fiscal policies of financial institution regulatory agencies, including the Federal Reserve and the FDIC. Deposit flows and costs of funds are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered and other factors affecting local demand and availability of funds. The Bank faces strong competition attracting deposits (its primary source of lendable funds) and originating loans. The Bank provides a range of consumer and commercial banking services to individuals and businesses. The basic services offered include: demand interest- bearing and noninterest-bearing accounts, money market deposit accounts, NOW accounts, time deposits, Visa debit and ATM cards, cash management, direct deposits, notary services, money orders, night depository, cashier’s checks, domestic collections, drive-in tellers, and banking by mail. The Bank makes residential and commercial real estate loans and consumer loans. The Bank offers business lending lines for working capital needs. Growing businesses can use the loans to expand inventory, take discounts, offset receivables, or establish new structured financing and repayment plans that are consistent with the cash flow of the business. The Bank provides ATM cards and Visa debit cards, as a part of the Star, Presto and Cirrus networks, thereby permitting customers to utilize the convenience of ATMs worldwide. The Bank does not have trust powers and provides no trust services. Strategy The Bank’s continuing goal is to become one of the leading community banking organizations in Broward County, Florida through steady, reasonable and controlled growth and a prudent operating strategy. The operating and business strategies emphasize the following: ● Local management and local decision making resulting in rapid, personalized customer service, rapid credit decisions and expedited closings; County; ● Maintaining a presence in Broward County through a branch network. Currently, the Bank has three branch banking offices in Broward ● Real estate, commercial and consumer lending activities by originating fixed and adjustable rate commercial mortgage loans, commercial loans, and consumer loans for Bank customers; ● Maintaining high credit quality through strict underwriting criteria through the Bank’s knowledge of the real estate values and borrowers in its market area; ● Personalized products and service by striving to provide innovative financial products, high service levels and to maintain strong customer relationships. The Bank seeks customers who prefer to conduct business with a locally managed institution. The Bank’s management is focusing its efforts on a long-term strategy with the following objectives: ● Stabilize the Loan Portfolio- Management devotes significant resources to the identification and workout of problem loans and has been successful in reducing same. 2 ● Increase and Diversify Loan Originations- Management is focused on increasing its loan production to add more interest bearing assets and interest income to its asset base and has increased same. In addition, management is diversifying its loan originations and portfolio to include commercial and consumer loans, in addition to residential and commercial real estate loans. ● Lower the Cost of Deposits- Management is focused on changing the Bank’s deposit mix by replacing higher cost interest bearing time deposits with non-interest bearing demand deposits, which has occurred. ● Increase Capital Ratios- Management continues to seek additional sources of capital to increase the Bank’s capital ratios, allow the Bank to grow, implement its business plan and to improve profitability. Lending Activities The Bank offers real estate, commercial and consumer loans, to individuals and small businesses and other organizations that are located in or conduct a substantial portion of their business in its market area. The Bank’s market area consists of the tri-county area of Broward, Miami-Dade and Palm Beach counties. The Bank’s net loans at December 31, 2016 were $77.0 million, or 64.3% of total assets. The interest rates charged on loans varied with the degree of risk, maturity, and amount of the loan, and are further subject to competitive pressures, money market rates, availability of funds, and government regulations. The Bank has no foreign loans. The Bank’s loan portfolio is concentrated in two major areas: residential and commercial real estate loans. As of December 31, 2016, 84.66% of the loan portfolio consisted of loans secured by mortgages on real estate, of which approximately 33.97% of the total loan portfolio was secured by one-to-four family residential properties. The real estate loans are located primarily in the tri-county market area. The Bank’s real estate loans are secured by mortgages and consist primarily of loans to individuals and businesses for the purchase or improvement of, or investment in, real estate. These real estate loans were made at fixed or variable interest rates and are normally adjustable rate mortgages which adjust annually after the initial three to five year period. The Bank’s fixed rate loans generally are for terms of five years or less, and are repayable in monthly installments based on a maximum 30- year amortization schedule. Loan originations are derived primarily from director and employee referrals, existing customers, and direct marketing. Certain credit risks are inherent in making loans. These include prepayment risks, risks resulting from uncertainties in the future value of collateral, risks resulting from changes in economic and industry conditions including interest rates, and risks inherent in dealing with individual borrowers. A significant portion of the Bank’s portfolio is collateralized by real estate in South Florida, which is susceptible to local economic downturns. The Bank attempts to minimize credit losses through various means. On larger credits, it relies on the cash flow and assets of a debtor as the source of repayment as well as the value of the underlying collateral. The Bank also generally limits its loans to up to 80% of the value of the underlying real estate collateral. The Bank generally charges a prepayment penalty if a loan is repaid within the first two to three years of origination to recover any costs it paid for the origination of the loan. Deposit Activities Deposits are the major source of the Bank’s funds for lending and other investment activities. The Bank considers the majority of its regular savings, demand, NOW, money market deposit accounts and CD’s under $100,000 to be core deposits. These accounts comprised approximately 68.03% of the Bank’s total deposits at December 31, 2016. Approximately 65.95% of the deposits at December 31, 2016 were certificates of deposit. Generally, the Bank attempts to maintain the rates paid on its deposits at a competitive level. Time deposits of $100,000 and over made up approximately 40.52% of the Bank’s total deposits at December 31, 2016. Although these large deposits are not traditionally considered core deposits, the majority of these deposits have served as a stable source of funds for the Bank. Under the terms of the Consent Order, the Bank is not permitted to solicit brokered deposits. In March 2017, the FDIC notified the Bank that it considers a significant portion of the Bank’s certificates of deposit to be brokered deposits because the rates paid on such deposits, even though such deposits were not obtained through any deposit brokers. See “Business-Recent Developments – Brokered Deposits.” Investments The Bank’s investment securities portfolio was approximately $20.2 million and $25.7 million at December 31, 2016 and 2015, respectively, representing 16.9% and 20.2% of its total assets. At December 31, 2016, 100% of this portfolio was invested in asset-backed securities. Mortgage backed securities generally have a shorter life than the stated maturity. The Bank’s investments are managed in relation to loan demand and deposit growth, and are generally used to provide for the investment of excess funds at minimal risk levels while providing liquidity to fund increases in loan demand or to offset fluctuations in deposits. The Excess Balance Account is the excess cash the Bank has available over and above daily cash needs. This money is invested on an overnight basis with the Federal Reserve. Correspondent Banking Correspondent banking involves one bank providing services to another bank which cannot provide that service for itself from an economic or practical standpoint. OptimumBank is required to purchase correspondent services offered by larger banks, including check collections, purchase of federal funds, security safekeeping, investment services, coin and currency supplies, and sales of loans to or participations with correspondent banks. 3 OptimumBank has established a correspondent relationship with Federal Reserve Bank. The Bank pays for such services in cash as opposed to keeping compensating balances. The Bank also sells loan participations to other banks with respect to loans which exceed its lending limit. Data Processing The Bank outsources most of its data processing services, including an automated general ledger and deposit accounting; however, it services all its loans in-house. Internet Banking The Bank maintains a website at www.optimumbank.com where retail and business customers can access account balances, view current account activity and their previous statement, view images of paid checks, transfer funds between accounts, and bill payment. The Bank now offers its retail customers mobile access to their account information, with the option to setup alerts, deposit checks across a broad range of phones and mobile devices. The Bank now offers its business customers remote deposit capture and online cash management services that include ACH origination and wire transfers using token technology for security. Competition OptimumBank encounters strong competition both making loans and attracting deposits. The deregulation of the banking industry and the widespread enactment of state laws which permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for commercial banking. In one or more aspects of its business, OptimumBank competes with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Most of these competitors, some of which are affiliated with bank holding companies, have substantially greater resources and lending limits, and may offer certain services that OptimumBank does not currently provide. In addition, many of its non-bank competitors are not subject to the same extensive federal regulations that govern federally insured banks. Recent federal and state legislation has heightened the competitive environment in which financial institutions must conduct their business, and the potential for competition among financial institutions of all types has increased significantly. The Bank focuses its efforts on smaller loans, which is generally neglected by its competitors. To compete, OptimumBank relies upon specialized services, responsive handling of customer needs, and personal contacts by its officers, directors, and staff. Large multi-branch banking competitors tend to compete primarily by rate and the number and location of branches while smaller, independent financial institutions tend to compete primarily by rate and personal service. Employees As of December 31, 2016, the Bank had 16 full-time employees, including executive officers. These employees are not represented by a collective bargaining unit. The Bank considers its relations with its employees good. Supervision and Regulation Banks and their holding companies are extensively regulated under both federal and state law. The following is a brief summary of certain statutes, rules, regulations and enforcement actions affecting OptimumBank Holdings, Inc. and OptimumBank. This summary is qualified in its entirety by reference to the particular statutory and regulatory provisions referred to below and is not intended to be an exhaustive description of the statutes or regulations applicable to the business of the Company or the Bank. Supervision, regulation, and examination of banks by regulatory agencies are intended primarily for the protection of depositors, rather than shareholders. Regulatory Matters The Bank is subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Effective January 1, 2015, the Bank, became subject to the new Basel III capital level threshold requirements under the Prompt Corrective Action regulations with full compliance with all of the final rule’s requirements phased in over a multi-year schedule. These new regulations were designed to ensure that banks maintain strong capital positions even in the event of severe economic downturns or unforeseen losses. Changes that could affect the Bank going forward include additional constraints on the inclusion of deferred tax assets in capital and increased risk weightings for nonperforming loans and acquisition/development loans in regulatory capital. Beginning on January 1, 2016, the Bank became subject to the capital conservation buffer rules which places limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers. In order to avoid these limitations, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of December 31, 2016, the Bank’s capital conservation buffer exceeds the minimum requirements of 0.625% for 2016. The required buffer is to be phased in over three years. Under the new regulations in the first quarter of 2015, the Bank elected an irreversible one-time opt-out to exclude accumulated other comprehensive loss from regulatory capital. Under the new capital regulation for the Bank, the minimum capital ratios consist of a common equity tier 1 ratio of 4.5% of risk-weighted assets, a tier 1 capital of 6.0% of risk-weighted assets, a total capital ratio of 8.0% of risk-weighted assets, and a leverage ratio of 4.0%. Common equity tier 1 is generally comprised of common stock, additional paid in capital, and retained earnings. These new requirements create a new capital ratio for common equity Tier 1 capital and increase the Tier 1 capital ratio requirements. There were changes in the risk weight of certain assets to better reflect the risk associated with those assets, such as the risk weighting for non-performing loans and certain high volatility commercial real estate acquisitions, development and construction loans. The changes also include additional limitations to the inclusion of deferred tax assets in capital. 4 The following table shows the Bank’s capital amounts and ratios and regulatory thresholds at December 31, 2016 and December 31, 2015 (dollars in thousands): Actual Amount % For Capital Adequacy Purposes Amount % Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions % Amount Requirements of Consent Order % Amount As of December 31, 2016: Total Capital to Risk-Weighted Assets Tier I Capital to Risk-Weighted Assets Common Equity Tier I Capital to Risk- Weighted Assets Tier 1 Capital to Total Assets As of December 31, 2015: Total Capital to Risk-Weighted Assets Tier I Capital to Risk-Weighted Assets Common Equity Tier I Capital to Risk- Weighted Assets Tier I Capital to Total Assets $ $ 10,566 9,498 9,498 9,498 10,319 9,173 9,173 9,173 12.79% $ 11.50 11.50 8.06 11.40 10.14 10.14 7.59 $ 6,609 4,957 3,718 4,714 7,240 5,430 4,073 4,836 8.00% $ 6.00 $ 4.50 4.00 8.0 6.0 4.5 4.0 8,261 6,609 5,370 5,893 9,050 7,240 5,883 6,045 Written Agreement with the Federal Reserve Bank of Atlanta 10.00% $ 9,913 N/A N/A 9,428 $ 10,860 N/A N/A 9,672 8.00 6.50 5.00 10.0 8.0 6.50 5.0 12.00% N/A N/A 8.00 12.0 N/A N/A 8.0 The Company is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). On June 22, 2010, the Company entered into a written agreement with the Federal Reserve Bank of Atlanta (“Reserve Bank”) with respect to certain aspects of the operation and management of the Company (the “Written Agreement”). The Written Agreement contains the following principal requirements: ● The Board of the Company must take appropriate steps to fully utilize the Company’s financial and managerial resources to serve as a source of strength to the Bank, including, but not limited to, taking steps to ensure that the Bank complies with the Consent Order entered into with the Florida Office of Financial Regulation (“OFR”) and the FDIC and any other supervisory action taken by the Bank’s state or federal regulator. ● ● The Company may not declare or pay any dividends without prior Reserve Bank and Federal Reserve approval. The Company may not, directly or indirectly, take dividends or any other form of payment representing a reduction in capital from the Bank without prior Reserve Bank approval. ● The Company and its nonconsolidated subsidiary, OptimumBank Holdings Capital Trust I, may not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior written approval of the Reserve Bank and the Federal Reserve. ● The Company and its nonconsolidated subsidiary, OptimumBank Holdings Capital Trust I, may not, directly or indirectly, incur, increase, or guarantee any debt or purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank. ● The Company must obtain prior written consent from the Reserve Bank before appointing any new director or senior executive officer, or changing the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position, and must comply with the regulations applicable to indemnification and severance payments. ● The Company must provide quarterly progress reports to the Reserve Bank, along with parent company only financial statements. 5 Consent Order by the FDIC and the OFR On November 7, 2016, the Bank agreed to the issuance of a Consent Order by the FDIC and the OFR (the “Consent Order”), which requires the Bank to take certain measures to improve its safety and soundness. The Consent Order supersedes the prior consent order that became effective in 2010. The Consent Order represents a commitment by the Bank to the FDIC and the OFR to take certain actions to improve the management, condition and operations of the Bank. The Consent Order imposes no fines or penalties on the Bank. The Consent Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and the OFR. The Consent Order contains the following principal requirements: ● The Board of the Bank is required to increase its participation in the affairs of the Bank, assuming full responsibility for the approval of sound policies and objectives and for the supervision of all of the Bank’s activities, consistent with the role and expertise commonly expected for directors of banks of comparable size. ● The Bank is required to have and retain qualified and appropriately experienced senior management, including a chief executive officer, a chief lending officer and a chief operating officer, who are given the authority to implement the provisions of the Consent Order. ● ● Any proposed changes in the Bank’s Board of Directors or senior executive officers are subject to the prior consent of the FDIC and the OFR. The Bank is required to maintain both a fully funded allowance for loan and lease losses satisfactory to the FDIC and the OFR and a minimum Tier 1 leverage capital ratio of 8% and a total risk-based capital ratio of 12% for as long as the Consent Order remains in effect. ● The Bank is required to eliminate from its books, by charge-off or collection, all assets or portions of assets classified “Loss” and 50 percent of those assets or portions of assets classified “Doubtful” in the most recent examination report that have not been previously collected or charged-off. ● examination report. The Bank is required to submit a revised plan to reduce the remaining assets classified “Doubtful” and “Substandard” in the current or any future regulatory ● The Bank may not extend, directly or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been charged-off or classified, in whole or in part, “Loss” or “Doubtful” and is uncollected. ● The Bank may not extend, directly or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been classified, in whole or part, “Substandard.” ● The Board is required to review, revise, and implement its written lending and collection policy to provide effective guidance and control over the Bank’s lending and credit administration functions. Bank. ● ● The Bank is required to prepare and submit to the Supervisory Authorities an acceptable written business/strategic plan covering the overall operation of the The Bank is required to develop and submit to the Supervisory Authorities a written plan and a comprehensive budget for all categories of income and expense for calendar year 2017 and subsequent years. ● ● The Bank is required to implement a written plan to improve liquidity, contingency funding, interest rate risk and asset liability management. The Bank is required to revise and implement a written policy for managing interest rate risk in a manner that is appropriate to the size of the Bank and the complexity of its assets. ● The Bank is required to revise and implement its policy for the operation of the Bank in such a manner as to provide adequate internal routines and controls within the Bank consistent with safe and sound banking practices. 6 ● ● The Bank may not accept, renew, or rollover any brokered deposit. The Bank may not declare or pay dividends, pay bonuses, or make any other form of payment outside the ordinary course of business resulting in a reduction of capital, without the prior written approval of the Supervisory Authorities. ● The Bank is required to notify the Supervisory Authorities at least sixty days prior to undertaking asset growth that exceeds 10% or more per annum or initiating material changes in asset or liability composition. ● The Bank is required to develop, adopt, and implement a plan (“Compliance Plan”) for administration of a program reasonably designed to ensure and maintain compliance with the law and regulations related to the Bank Secrecy Act and related anti-money laundering regulations. The Compliance Plan must be consistent with the guidance for BSA/AML Risk Assessment set forth in the Federal Financial Institutions Examination Council’s Bank Secrecy Act/Anti-Money Laundering Examination Manual. ● The Bank is required to furnish written progress reports to the Supervisory Authorities within forty-five days from the end of each quarter, detailing the form and manner of any actions taken to secure compliance with this Consent Order. ● The Bank is required to develop a revised system of internal controls designed to ensure full compliance with the BSA rules and regulations (“BSA Internal Controls”) taking into account its size and risk profile and addressing the deficiencies and recommendations contained in the most recent examination report. ● The Bank is required to assess its BSA staffing needs to ensure adequate qualified personnel are in place at all times. ● The Bank is required to contract with an external independent testing firm that specializes in the BSA, AML, and OFAC rules and regulations for a review. The Bank is required to also engage an independent qualified firm, acceptable to the Supervisory Authorities, to conduct a review of all high-risk accounts and all high-risk transaction activity for the period beginning February 3, 2014, through the date of the Consent Order. ● The Bank is in process of implementing comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans. Dodd-Frank Act On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, into law. The Dodd-Frank Act has had a broad impact on the financial services industry, including significant regulatory and compliance changes including, among other things, (1) enhanced resolution authority of troubled and failing banks and their holding companies; (2) changes to capital and liquidity requirements; (3) changes to regulatory examination fees; (4) changes to assessments to be paid to the FDIC for federal deposit insurance; and (5) numerous other provisions designed to improve supervision and oversight of, and strengthening safety and soundness for, the financial services sector. Additionally, the Dodd-Frank Act established a new framework for systemic risk oversight within the financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, the Board of Governors of the Federal Reserve System, or the Federal Reserve, the Office of the Comptroller of the Currency, or the OCC, and the Federal Deposit Insurance Corporation, or the FDIC. Not all of the regulations under the Dodd-Frank Act have been finalized and thus we cannot predict the ultimate impact of these regulations on the Company or its business, financial condition or results of operations. However, the regulations have increased and are expected to continue to increase our operating and compliance costs. 7 The following items provide a brief description of the impact of the Dodd-Frank Act on the Bank’s operations and activities, both currently and prospectively. Increased Capital Standards and Enhanced Supervision. Effective January 1, 2015, revised capital rules became effective for community banks with assets less than $10 billion and their holding companies pursuant to the requirements of the Dodd-Frank Act and standards adopted by the Basel Committee on Banking Supervision (referred to as “Basel III”). The Dodd-Frank Act also increased regulatory oversight, supervision and examination of banks, bank holding companies and their respective subsidiaries by the appropriate regulatory agency. Compliance with new regulatory requirements and expanded examination processes could increase the Company’s cost of operations. The Consumer Financial Protection Bureau. The Dodd-Frank Act created a new, independent Consumer Financial Protection Bureau, or the Bureau, within the Federal Reserve. The Bureau is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and services offered to bank consumers. Generally, we will not be directly subject to the rules and regulations of the Bureau. However, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the Bureau and state attorneys general are permitted to enforce consumer protection rules adopted by the Bureau against certain state-chartered institutions. Any such new regulations could increase the cost of operations and, as a result, could limit the Bank’s ability to expand into these products and services. Deposit Insurance. The Dodd-Frank Act made permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revised the assessment base against which an insured depository institution’s deposit insurance premiums paid to the FDIC’s Deposit Insurance Fund, or the DIF, is calculated. Under the amendments, the assessment base will be its average consolidated total assets less its average tangible equity. Additionally, the Dodd-Frank Act made changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits, and eliminated the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. The Dodd-Frank Act also provides that depository institutions may pay interest on demand deposits. Transactions with Affiliates. The Dodd-Frank Act enhanced the requirements for certain transactions with affiliates under Sections 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained. Transactions with Insiders. Insider transaction limitations are expanded through the strengthening on loan restrictions to insiders and the expansion of the types of transactions subject to the various limits. Enhanced Lending Limits. The Dodd-Frank Act strengthens the existing limits on a depository institution’s credit exposure to one borrower. The Dodd-Frank Act expands the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions. Company Regulation General. As a bank holding company registered under the Bank Holding Company Act of 1956 (the “BHCA”), the Company is subject to the regulation and supervision of, and inspection by, the Federal Reserve Board (“Federal Reserve”). The Company is also required to file with the Federal Reserve annual reports and other information regarding its business operations, and those of its subsidiaries. In the past, the BHCA limited the activities of bank holding companies and their subsidiaries to activities which were limited to banking, managing or controlling banks, furnishing services to or performing services for their subsidiaries or engaging in any other activity which the Federal Reserve determined to be so closely related to banking or managing or controlling banks as to be properly incidental thereto. Under the Gramm-Leach- Bliley Financial Modernization Act of 1999 which is discussed below, bank holding companies now have the opportunity to seek broadened authority, subject to limitations on investment, to engage in activities that are “financial in nature” if all of their subsidiary depository institutions are well capitalized, well managed, and have at least a satisfactory rating under the Community Reinvestment Act, which is also discussed below. In this regard, the BHCA prohibits a bank holding company, with certain limited exceptions, from (i) acquiring or retaining direct or indirect ownership or control of more than 5% of the outstanding voting stock of any company which is not a bank or bank holding company, or (ii) engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or performing services for its subsidiaries, unless such non-banking business is determined by the FRB to be so closely related to banking or managing or controlling banks as to be properly incident thereto. In making such determinations, the FRB is required to weigh the expected benefit to the public, such as greater convenience, increased competition or gains in efficiency, against the possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest, or unsound banking practices. Generally, bank holding companies, such as the Company, are required to obtain prior approval of the Federal Reserve to engage in any new activity not previously approved by the Federal Reserve. 8 Change of Control. The BHCA also requires that every bank holding company obtain the prior approval of the Federal Reserve before it may acquire all or substantially all of the assets of any bank, or ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or indirectly, more than 5% of the voting shares of such bank. In approving bank acquisitions by bank holding companies, the Federal Reserve is required to consider the financial and managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served, including the parties’ performance under the Community Reinvestment Act (discussed below) and various competitive factors. As described in greater detail below, pursuant to the Riegle-Neal Interstate Banking and Branch Efficiency Act of 1994 (the “Interstate Banking and Branching Act”), a bank holding company is permitted to acquire banks in states other than its home state. The BHCA further prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve Bank has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company. In addition, any person or group of persons must obtain the approval of the Federal Reserve under the BHCA before acquiring 25% (5% in the case of an acquirer that is already a bank holding company) or more of the outstanding common stock of a bank holding company, or otherwise obtaining control or a “controlling influence” over the bank holding company. Interstate Banking and Branching. The Interstate Banking and Branching Act provides for nationwide interstate banking and branching. Under the law, interstate acquisitions of banks or bank holding companies in any state by bank holding companies in any other state are permissible subject to certain limitations. Florida also has a law that allows out-of-state bank holding companies (located in states that allow Florida bank holding companies to acquire banks and bank holding companies in that state) to acquire Florida banks and Florida bank holding companies. The law essentially provides for out-of-state entry by acquisition only (and not by interstate branching) and requires the acquired Florida bank to have been in existence for at least three years. Interstate branching and consolidation of existing bank subsidiaries in different states is permissible. A Florida bank also may establish, maintain, and operate one or more branches in a state other than Florida pursuant to an interstate merger transaction in which the Florida bank is the resulting bank. Financial Modernization. The Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) sought to achieve significant modernization of the federal bank regulatory framework by allowing the consolidation of banking institutions with other types of financial services firms, subject to various restrictions and requirements. In general, the GLB Act repealed most of the federal statutory barriers which separated commercial banking firms from insurance and securities firms and authorized the consolidation of such firms in a “financial services holding company.” We have no current plans to utilize the structural options created by the GLB Act. Securities Regulation and Corporate Governance. The Company’s common stock is registered with the Securities and Exchange Commission (the “SEC”) under Section 12(g) of the Securities Exchange Act of 1934, and we are subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations. The Company is also subject to the rules and reporting requirements of the NASDAQ Global Market, on which its common stock is traded. Like other issuers of publicly traded securities, the Company must also comply with the corporate governance reforms enacted under the Sarbanes-Oxley Act of 2002 (“The Sarbanes-Oxley Act”) and the rules of the SEC and NASDAQ Stock Market adopted pursuant to the Sarbanes Oxley Act. Among other things, these reforms, effective as of various dates, require certification of financial statements by the chief executive officer and chief financial officer, prohibit the provision of specified services by independent auditors, require pre-approval of independent auditor services, define director independence and require certain committees, and a majority of a subject company’s board of directors, to consist of independent directors, establish additional disclosure requirements in reports filed with the SEC, require expedited filing of reports, require management evaluation and auditor attestation of internal controls, prohibit loans by the issuer (but not by certain depository institutions) to directors and officers, set record-keeping requirements, mandate complaint procedures for the reporting of accounting and audit concerns by employees, and establish penalties for non-compliance. Bank Regulation General. OptimumBank is chartered under the laws of the State of Florida, and its deposits are insured by the FDIC to the extent provided by law. OptimumBank is subject to comprehensive regulation, examination and supervision by the FDIC and the Florida Office of Financial Regulation, or Florida OFR, and to other laws and regulations applicable to banks. Such regulations include limitations on loans to a single borrower and to its directors, officers and employees; limitations on the types of activities a state bank can conduct; restrictions on the opening and closing of branch offices; the maintenance of required capital ratios; the granting of credit under equal and fair conditions; and the disclosure of the costs and terms of such credit. OptimumBank is examined periodically by the FDIC and the Florida OFR, to whom it submits periodic reports regarding its financial condition and other matters. The FDIC and the Florida OFR have a broad range of powers to enforce regulations under their jurisdiction, and to take discretionary actions determined to be for the protection and safety and soundness of banks, including the institution of cease and desist orders and the removal of directors and officers. The FDIC and the Florida OFR also have the authority to approve or disapprove mergers, consolidations, and similar corporate actions. 9 Consent Order. On November 7, 2016, the Bank agreed to the issuance of a Consent Order by the FDIC and the OFR (the “Consent Order”), which requires the Bank to take certain measures to improve its safety and soundness. The Consent Order supersedes the prior consent order that became effective in 2010. Pursuant to the Consent Order, the Bank is required to take certain measures to improve its management, condition and operations, including actions to improve management practices and board supervision and independence, assure that its allowance for loan losses is maintained at an appropriate level and improve liquidity. The Consent Order requires the Bank to adopt and implement a compliance plan to address the Bank’s obligations under the Bank Secrecy Act and related obligations related to anti-money laundering. The Consent Order continues the requirement for the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of 12% beginning 90 days from the issuance of the Consent Order. The Consent Order prohibits the payment of dividends by the Bank. The principal requirements of the Consent Order are described in “Business- Supervision and Regulation- Consent Order.” Capital Adequacy Requirements. Banks are required to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital consists of common shareholders’ equity (excluding the unrealized gain (loss) on available-for-sale securities), trust preferred securities subject to certain limitations, and minus certain intangible assets. Tier 2 capital consists of the general allowance for credit losses except for certain limitations. An institution’s qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital. At December 31, 2016, the Bank’s Tier 1 and total risk-based capital ratios were 11.50% and 12.79%, respectively. Banks are also required to maintain capital at a minimum level based on total assets, which is known as the leverage ratio. The minimum requirement for the leverage ratio is 4%, but all but the highest rated institutions are required to maintain ratios 100 to 200 basis points above the minimum. At December 31, 2016, the Bank’s leverage ratio was 8.06%. The Consent Order imposes higher capital requirements on OptimumBank. Under the Consent Order, OptimumBank must maintain a Tier 1 Leverage Ratio of 8.0%, and a total risk based capital ratio of 12.0%. With a Tier 1 Leverage ratio of 8.06% and a Total Risk Based Capital Ratio of 12.79% at December 31, 2016, the Bank met the total risk-based capital ratio as required by the Consent Order. The FDIC Improvement Act of 1993 (“FDICIA”) contains “prompt corrective action” provisions pursuant to which banks are to be classified into one of five categories based upon capital adequacy, ranging from “well capitalized” to “critically undercapitalized” and which require (subject to certain exceptions) the appropriate federal banking agency to take prompt corrective action with respect to an institution which becomes “significantly undercapitalized” or “critically undercapitalized.” The FDIC has issued regulations to implement the “prompt corrective action” provisions of FDICIA. In general, the regulations define the five capital categories as follows: ● an institution is “well capitalized” if it has a total risk-based capital ratio of 10% or greater, has a Tier 1 risk-based capital ratio of 6% or greater, has a leverage ratio of 5% or greater and is not subject to any written capital order or directive to meet and maintain a specific capital level for any capital measures; ● an institution is “adequately capitalized” if it has a total risk-based capital ratio of 8% or greater, has a Tier 1 risk-based capital ratio of 4% or greater, and has a leverage ratio of 4% or greater; ● an institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8%, has a Tier 1 risk-based capital ratio that is less than 4% or has a leverage ratio that is less than 4%; ● an institution is “significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3% or a leverage ratio that is less than 3%; and ● an institution is “critically undercapitalized” if its “tangible equity” is equal to or less than 2% of its total assets. The FDIC, after an opportunity for a hearing, has authority to downgrade an institution from “well capitalized” to “adequately capitalized” or to subject an “adequately capitalized” or “undercapitalized” institution to the supervisory actions applicable to the next lower category, for supervisory concerns. Generally, FDICIA requires that an “undercapitalized” institution must submit an acceptable capital restoration plan to the appropriate federal banking agency within 45 days after the institution becomes “undercapitalized” and the agency must take action on the plan within 60 days. The appropriate federal banking agency may not accept a capital restoration plan unless, among other requirements, each company having control of the institution has guaranteed that the institution will comply with the plan until the institution has been adequately capitalized on average during each of the three consecutive calendar quarters and has provided adequate assurances of performance. The aggregate liability under this provision of all companies having control of an institution is limited to the lesser of: ● ● 5% of the institution’s total assets at the time the institution becomes “undercapitalized”; or the amount which is necessary, or would have been necessary, to bring the institution into compliance with all capital standards applicable to the institution as of the time the institution fails to comply with the plan filed pursuant to FDICIA. 10 An “undercapitalized” institution may not acquire an interest in any company or any other insured depository institution, establish or acquire additional branch offices or engage in any new business unless the appropriate federal banking agency has accepted its capital restoration plan, the institution is implementing the plan, and the agency determines that the proposed action is consistent with and will further the achievement of the plan, or the appropriate Federal banking agency determines the proposed action will further the purpose of the “prompt corrective action” sections of FDICIA. If an institution is “critically undercapitalized,” it must comply with the restrictions described above. In addition, the appropriate Federal banking agency is authorized to restrict the activities of any “critically undercapitalized” institution and to prohibit such an institution, without the appropriate Federal banking agency’s prior written approval, from: ● ● ● ● entering into any material transaction other than in the usual course of business; engaging in any covered transaction with affiliates (as defined in Section 23A(b) of the Federal Reserve Act); paying excessive compensation or bonuses; and paying interest on new or renewed liabilities at a rate that would increase the institution’s weighted average costs of funds to a level significantly exceeding the prevailing rates of interest on insured deposits in the institution’s normal market areas. The “prompt corrective action” provisions of FDICIA also provide that in general no institution may make a capital distribution if it would cause the institution to become “undercapitalized.” Capital distributions include cash (but not stock) dividends, stock purchases, redemptions, and other distributions of capital to the owners of an institution. Additionally, FDICIA requires, among other things, that: ● ● only a “well capitalized” depository institution may accept brokered deposits without prior regulatory approval, and the appropriate federal banking agency annually examines all insured depository institutions, with some exceptions for small, “well capitalized” institutions and state-chartered institutions examined by state regulators. As of December 31, 2016, OptimumBank met the FDIC definition of an “adequately capitalized” institution. For additional information regarding OptimumBank’s capital ratios and requirements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Capital Adequacy.” Dividends. The Company’s ability to pay dividends is substantially dependent on the ability of OptimumBank to pay dividends to the Company. As a state chartered bank, OptimumBank is subject to dividend restrictions set by Florida law and the FDIC. Except with the prior approval of the Florida OFR, all dividends of any Florida bank must be paid out of retained net profits from the current period and the previous two years, after deducting expenses, including losses and bad debts. Under the Federal Deposit Insurance Act, an FDIC-insured institution may not pay any dividend if payment would cause it to become undercapitalized or while it is undercapitalized. The FDIC and the Florida OFR also have the general authority to limit the dividend payment by banks if such payment may be deemed to constitute an unsafe and unsound practice. The Bank’s ability to pay dividends is further restricted under the Consent Order and the Company’s ability to pay dividends is also restricted under its Written Agreement with the Federal Reserve. At December 31, 2016, the Bank and Company could not pay cash dividends. Loans to One Borrower. Florida law generally allows a state bank such as OptimumBank to extend credit to any one borrower (and certain related entities of such borrower) in an amount up to 25% of its capital accounts, provided that the unsecured portion may not exceed 15% of the capital accounts of the bank. Based upon OptimumBank’s capital, the maximum loan OptimumBank is currently permitted to make is approximately $2.4 million, provided the unsecured portion does not exceed approximately $1.4 million. Transactions with Affiliates. Under federal law, federally insured banks are subject, with certain exceptions, to certain restrictions on any extension of credit to their parent holding companies or other affiliates, on investment in the stock or other securities of affiliates, and on the taking of such stock or securities as collateral from any borrower. In addition, banks are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or the providing of any property or service. Change of Bank Control. Florida law restricts the amount of voting stock of a bank that a person may acquire without the prior approval of banking regulators. The overall effect of such laws is to make it more difficult to acquire a bank by tender offer or similar means than it might be to acquire control of another type of corporation. Consequently, shareholders of financial institutions are less likely to benefit from the rapid increases in stock prices that often result from tender offers or similar efforts to acquire control of other companies. 11 Under Florida law, no person or group of persons may, directly or indirectly or acting by or through one or more persons, purchase or acquire a controlling interest in any bank which would result in the change in control of that bank unless the Florida OFR first shall have approved such proposed acquisition. A person or group will be deemed to have acquired “control” of a bank (i) if the person or group, directly or indirectly or acting by or through one, or more other persons, owns, controls, or has power to vote 25% or more of any class of voting securities of the bank, or controls in any manner the election of a majority of the directors of the bank, or (ii) if the Florida OFR determines that such person exercises a controlling influence over the management or policies of the bank. In any case where a proposed purchase of voting securities would give rise to a presumption of control, the person or group who proposes to purchase the securities must first file written notice of the proposal to the Florida OFR for its review and approval. Subsections 658.27(2) and 658.28(3), Florida Statutes, refer to a potential change of control of a financial institution at a 10% or more threshold and rebuttable presumption of control. Accordingly, the name of any subscriber acquiring more than 10% of the voting securities of OptimumBank must be submitted to the Florida OFR for prior approval. USA Patriot Act. The USA Patriot Act was enacted after September 11, 2001, to provide the federal government with powers to prevent, detect, and prosecute terrorism and international money laundering, and has resulted in promulgation of several regulations that have a direct impact on banks. There are a number of programs that financial institutions must have in place such as: (i) Bank Secrecy Act/Anti-Money Laundering programs to manage risk; (ii) Customer Identification Programs to determine the true identity of customers, document and verify the information, and determine whether the customer appears on any federal government list of known or suspected terrorist or terrorist organizations; and (iii) monitoring for the timely detection and reporting of suspicious activity and reportable transactions. Over the past few years, enforcement, and compliance monitoring, of these anti-money laundering laws has dramatically increased. As a result, the Bank has increased the attention and resources it dedicates to compliance with these laws. Other Consumer Laws. Florida usury laws and federal laws concerning interest rates limit the amount of interest and various other charges collected or contracted by a bank. OptimumBank’s loans are also subject to federal laws applicable to consumer credit transactions, such as the: ● ● Federal Truth-In-Lending Act governing disclosures of credit terms to consumer borrowers; Community Reinvestment Act requiring financial institutions to meet their obligations to provide for the total credit needs of the communities they serve, including investing their assets in loans to low and moderate-income borrowers; ● Home Mortgage Disclosure Act requiring financial institutions to provide information to enable public officials to determine whether a financial institution is fulfilling its obligations to meet the housing needs of the community it serves; ● ● Equal Credit Opportunity Act prohibiting discrimination on the basis of race, creed or other prohibitive factors in extending credit; Real Estate Settlement Procedures Act which requires lenders to disclose certain information regarding the nature and cost of real estate settlements, and prohibits certain lending practices, as well as limits escrow account amounts in real estate transactions; ● Fair Debt Collection Act governing the manner in which consumer debts may be collected by collection agencies; ● Fair and Accurate Credit Transactions Act which establishes additional rights for consumers to obtain and correct credit reports, addresses identity theft, and establishes additional requirements for consumer reporting agencies and financial institutions that provide adverse credit information to a consumer reporting agency; and ● The rules and regulations of various federal agencies charged with the responsibility of implementing such federal laws. OptimumBank’s deposit and loan operations are also subject to the: ● The Gramm-Leach-Bliley Act of 1999 privacy provisions, which require the Bank maintain privacy policies intended to safeguard consumer financial information, to disclose these policies to its customers, and allow customers to “opt-out” of having their financial service providers disclose their confidential financial information to non-affiliated third parties, subject to certain exceptions; ● Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and ● Electronic Funds Transfer Act and Regulation E, which govern automatic deposits to, and withdrawals from, deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services. 12 Other Regulation Enforcement Powers. Congress has provided the federal bank regulatory agencies with an array of powers to enforce laws, rules, regulations and orders. Among other things, the agencies may require that institutions cease and desist from certain activities, may preclude persons from participating in the affairs of insured depository institutions, may suspend or remove deposit insurance, and may impose civil money penalties against institution-affiliated parties for certain violations. Community Reinvestment Act. Bank holding companies and their subsidiary banks are subject to the provisions of the Community Reinvestment Act of 1977 (“CRA”) and the regulations promulgated thereunder by the appropriate bank regulatory agency. Under the terms of the CRA, the appropriate federal bank regulatory agency is required, in connection with its examination of a bank, to assess such bank’s record in meeting the credit needs of the community served by that bank, including low-and moderate-income neighborhoods. The regulatory agency’s assessment of the Bank’s record is made available to the public. Further, such assessment is required of any bank which has applied to charter a bank, obtain deposit insurance coverage for a newly chartered institution, establish a new branch office that will accept deposits, relocate an office, or merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the record of each subsidiary bank of the applicant bank holding company, and such records may be the basis for denying the application. Effect of Governmental Monetary Policies The Company’s earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve monetary policies have had, and will likely continue to have, an important impact on the operating results of financial institutions through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve have major effects upon the levels of loans, investments and deposits through its open market operations in United States Government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirement against member bank deposits. It is not possible to predict the nature or impact of future changes in monetary and fiscal policies. Statistical Profile and Other Financial Data Reference is hereby made to the statistical and financial data contained in the sections captioned “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for statistical and financial data providing a review of the Bank’s business activities. 13 Item 2. Properties The following table sets forth information with respect to the Bank’s main office and branch offices as of December 31, 2016. Location Executive Office and Ft. Lauderdale Branch: 2477 East Commercial Boulevard Fort Lauderdale, Florida 33308 Plantation Branch Office: 10197 Cleary Boulevard Plantation, Florida 33324 Deerfield Beach Branch Office: 2215 West Hillsboro Boulevard Deerfield Beach, Florida 33442 (1) At December 31, 2016, the future minimum lease payments are approximately as follows (in thousands): Year Ending December 31, 2017 Total Item 3. Legal Proceedings Year Facility Opened Facility Status 2004 Owned 2000 Owned 2004 Leased (1) Amount $ 59 59 From time-to-time, the Bank is involved in litigation arising in the ordinary course of its business. As of the date of the filing of this Form 10-K, management is of the opinion that the ultimate aggregate liability represented thereby, if any, will not have a material adverse effect on the Company’s consolidated financial condition or results of operations. Item 4. Mine Safety Disclosure Not applicable. 14 Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters PART II The Company’s common stock currently trades on the NASDAQ Capital Market under the symbol “OPHC.” The table below presents the high and low sales prices for the periods indicated. Year 2016 2015 Quarter High (1) Low(1) First Second Third Fourth First Second Third Fourth $ $ $ $ $ $ $ $ 7.30 4.99 6.35 4.89 11.00 19.00 23.10 10.60 $ $ $ $ $ $ $ $ 3.56 3.75 3.64 3.51 8.90 9.00 8.50 3.70 (1) Reflects the 10 for 1 reverse common stock split effective January 11, 2016 The Company had approximately 751 holders registered or in street names as of December 31, 2016. During 2016, the Company sold 92,980 shares of the Company’s common stock at a price of $4.04 per share to accredited investors and issued 36,118 share of the Company’s common stock as compensation for legal services at a price of $3.53 per share, at 85% of the 30-day weighted average market price of the shares on the date of issuance. Pursuant to Company’s stockholder approved 2011 Equity Incentive Plan (“2011 Plan”), during 2016, the Company also issued 57,476 shares of the Company’s common stock to five directors. The shares had a value ranging from $3.75 to $4.75 per share. Subsequently $200,000 (46,296 shares) were reclassified to other liabilities (see Note 15 to the Consolidated Financial Statements). At December 31, 2016, the Bank and Company could not pay cash dividends and the Company does not anticipate that it will pay dividends on its common stock in the foreseeable future. Banking regulations place certain restrictions on dividends and loans or advances made by the Bank to the Company. The amount of cash dividends that may be paid by the Bank to the Company is based on the Bank’s net earnings of the current year combined with the Bank’s retained earnings of the preceding two years, as defined by state banking regulations. However, for any dividend declaration, the Company must consider additional factors such as the amount of current period net earnings, liquidity, asset quality, capital adequacy and economic conditions. It is likely that these factors would further limit the amount of dividends which the Company could declare. Furthermore, the Bank’s ability to pay dividends is restricted under the Consent Order issued by the FDIC and Florida Office of Financial Regulation and banking laws. The Company’s ability to pay dividends is also restricted under its Written Agreement with the Federal Reserve. 15 Item 6. Selected Financial Data At Year End: Cash and cash equivalents Security available for sale Loans, net All other assets Total assets Deposit accounts Federal Home Loan Bank advances Junior subordinated debenture All other liabilities Stockholders’ equity (deficit) At December 31, or for the Year Then Ended (Dollars in thousands, except per share figures) 2016 2015 2014 2013 2012 $ $ 17,640 20,222 76,999 4,842 10,365 25,749 82,573 8,791 12,074 26,748 75,829 9,879 13,881 22,990 79,249 12,663 23,611 18,648 85,209 16,275 $ 119,703 $ 127,478 124,530 128,783 143,743 86,009 23,500 5,155 1,958 3,081 97,571 20,000 5,155 1,785 2,967 91,603 22,740 5,155 2,053 2,979 98,692 22,740 5,155 2,412 (216) 101,611 27,700 5,155 2,367 6,910 Total liabilities and stockholders’ equity (deficit) $ 119,703 $ 127,478 124,530 128,783 143,743 For the Year: Total interest income Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest (expense) income Noninterest expenses (Loss) earnings before income taxes (benefit) Income taxes (benefit) Net (loss) earnings Net (loss) earnings per share, basic (1) Net (loss) earnings per share, diluted (1) 2016 2015 2014 2013 2012 4,764 1,079 3,685 — 3,685 (144) 3,937 (396) — (396) (0.38) (0.38) $ $ $ 4,534 884 3,650 — 3,650 412 4,545 (483) (320) (163) (.17) (.17) 5,392 911 4,481 — 4,481 572 3,448 1,605 0 1,605 1.85 1.85 5,280 1,919 3,361 2,194 1,167 144 8,066 (6,755) 320 (7,075) (8.94) (8.94) 5,162 2,581 2,581 1,653 928 258 5,883 (4,697) 0 (4,697) (6.87) (6.87) Weighted-average number of shares outstanding, basic (1) 1,041,213 953,855 867,789 791,358 684,067 Weighted-average number of shares outstanding, diluted (1) 1,041,213 953,855 867,789 791,358 684,067 Ratios and Other Data: Return on average assets Return on average equity Average equity to average assets Dividend payout ratio Net interest margin during the year Interest-rate differential during the year Net yield on average interest-earning assets Noninterest expenses to average assets Ratio of average interest-earning assets to average interest-bearing liabilities Nonperforming loans and foreclosed assets as a percentage of total assets at end of year Allowance for loan losses as a percentage of total loans at end of year Total number of banking offices Total shares outstanding at end of year (1) Book value per share at end of year (1) January 11, 2016. 16 2016 2015 2014 2013 2012 (0.3)% (12.5)% 2.6% —% 3.1% 3.0% 4.0% 3.3% 1.09 (0.1)% (5.3)% 2.5% —% 3.4% 3.3% 4.2% 3.6% 1.07 1.3% 86.2% 1.5% —% 3.9% 4.0% 4.7% 2.7% 0.97 (5.3)% (216.8)% 2.4% —% 2.9% 3.0% 4.5% 5.8% .95 (3.1)% (60.3)% 5.2% —% 1.9% 2.5% 3.9% 3.6% 1.1 0.3% 4.9% 3 1,103,447 2.79 7.5% 2.7% 3 962,886 3.08 12.1% 2.9% 3 930,524 3.20 12.7% 2.7% 3 801,108 (0.27) 19.5% 2.8% 3 787,780 8.77 $ (1) All share and per share amounts have been adjusted to reflect the 1-for-4 reverse stock split declared in 2013 and 1 for 10 reverse common stock split effective $ $ $ $ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations General Critical Accounting Policies The Company’s financial condition and results of operations are sensitive to accounting measurements and estimates of matters that are inherently uncertain. When applying accounting policies in areas that are subjective in nature, the Company must use its best judgment to arrive at the carrying value of certain assets. One of the most critical accounting policies applied by the Company is related to the valuation of its loan portfolio. A variety of estimates impact the carrying value of the Company’s loan portfolio including the calculation of the allowance for loan losses, valuation of underlying collateral, the timing of loan charge-offs and the amount and amortization of loan fees and deferred origination costs. The calculation of the allowance for loan losses is a complex process containing estimates which are inherently subjective and susceptible to significant revision as current information becomes available. The allowance is established and maintained at a level management believes is adequate to cover losses resulting from the inability of borrowers to make required payments on loans. Estimates for loan losses are determined by analyzing risks associated with specific loans and the loan portfolio, current trends in delinquencies and charge-offs, the views of the Company’s regulators, changes in the size and composition of the loan portfolio and peer comparisons. The analysis also requires consideration of the economic climate and direction, changes in the economic and interest rate environment which may impact a borrower’s ability to pay, legislation impacting the banking industry and economic conditions specific to the tri-county region the Bank serves in Southeast Florida. Because the calculation of the allowance for loan losses relies on the Company’s estimates and judgments relating to inherently uncertain events, results may differ from management’s estimates. During the years ended December 31, 2016 and 2015, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it was more likely than not that the deferred tax assets would not be realized in the near term. Accordingly, a valuation allowance was recorded and maintained against the net deferred tax asset for the amount not expected to be realized in the future The allowance for loan losses is also discussed as part of “Loan Portfolio, Asset Quality and Allowance for Loan Losses” and in Note 3 of Notes to the Consolidated Financial Statements. The Company’s significant accounting policies are discussed in Note 1 of Notes to the Consolidated Financial Statements. Regulation and Legislation As a state-chartered commercial bank, the Bank is subject to extensive regulation by the Florida Office of Financial Regulation, or Florida OFR, and the FDIC. The Bank files reports with the Florida OFR and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other financial institutions. Periodic examinations are performed by the Florida OFR and the FDIC to monitor the Bank’s compliance with the various regulatory requirements. The Company is also subject to regulation and examination by the Federal Reserve Board of Governors. Loan Portfolio, Asset Quality and Allowance for Loan Losses The Bank’s primary business is making business loans. This activity may subject the Bank to potential loan losses, the magnitude of which depends on a variety of economic factors affecting borrowers which are beyond its control. The combination of stronger U.S. growth, the consumer boost from sharply lower crude oil prices and the aggressive monetary easing and weaker currencies outside of the United States should support improving conditions. With most of the Bank’s loans concentrated in south Florida, the decline in local economic conditions had previously adversely affected the values of the Bank’s real estate collateral, but these trends are reversing and are shown in the improvement in the Bank’s impaired loans and improved asset quality. As of December 31, 2016, the Bank’s impaired loans were approximately $1.4 million, or 1.7% of the gross loan portfolio. All of these loans are on our books for at least 90 percent of appraised value. 17 The following table sets forth the composition of the Bank’s loan portfolio: Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total loans Add (deduct): Net deferred loan costs and premiums Allowance for loan losses 2016 % of Total Amount At December 31, 2015 % of Amount Total (dollars in thousands) 2014 % of Total Amount $ 27,334 5,829 29,264 5,681 10,514 1,829 80,451 463 (3,915) 33.98% $ 7.25 36.37 7.06 13.07 2.27 100% 16,203 3,697 34,771 5,258 21,770 3,015 84,714 154 (2,295) $ 19.13 4.36 41.05 6.21 25.70 3.55 100.00 21,426 1,979 37,215 6,177 11,070 20 77,887 186 (2,244) 27.51% 2.54 47.78 7.93 14.21 .03 100.00% Loans, net $ 76,999 $ 82,573 $ 75,829 Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total loans Add (deduct): Net deferred loan costs and premiums Allowance for loan losses Loans, net 2013 Amount At December 31, % of Total (dollars in thousands) Amount 2012 % of Total $ 26,618 3,605 34,020 6,459 10,297 81 81,080 380 (2,211) 32.83% $ 4.45 41.96 7.97 12.70 .10 100.00% 30,064 3,916 45,532 7,276 752 70 87,610 58 (2,459) $ 79,249 $ 85,209 34.32% 4.47 51.97 8.30 .86 .08 100.00% The following table sets forth the activity in the allowance for loan losses (in thousands): Beginning balance Provision (credit) for loan losses Loans charged off Recoveries Ending balance 2016 Year Ended December 31, 2014 2013 2015 2012 $ $ $ 2,295 — (469) 2,089 $ 2,244 — (289) 340 $ 2,211 — — 33 $ 2,459 2,194 (2,959) 517 2,349 1,653 (1,848) 305 3,915 $ 2,295 $ 2,244 $ 2,211 $ 2,459 The allowance for loan losses represents management’s estimate of probable incurred losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. The allowance for loan losses represented 4.87% and 2.71% of the total loans outstanding at December 31, 2016 and 2015, respectively. The Bank evaluates the allowance for loan losses on a regular basis. The allowance for loan losses is determined based on a periodic review of several factors: reviews and evaluation of individual loans, historical loan loss experiences, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and current economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. 18 The allowance consists of two components. The first component consists of amounts specifically reserved (“specific allowance”) for specific loans identified as impaired, as defined by FASB Accounting Standards Codification No. 310 (“ASC 310”). Impaired loans are those loans that management has estimated will not be repaid as agreed upon. The Bank measures impairment on a loan by loan basis for all of its loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. A loan may be impaired (i.e. not expected to be repaid as agreed), but may be sufficiently collateralized such that the Bank expects to recover all principal and interest eventually, and therefore no specific reserve is warranted. The second component is a general reserve (“general allowance”) on all of the Bank’s loans, other than those identified as impaired. The Bank groups these loans into categories with similar characteristics and then applies a loss factor to each group which is derived from the Bank’s historical loss experience for that category adjusted for qualitative factors such as economic conditions and other trends or uncertainties that could affect management’s estimate of probable loss. The aggregate of these two components results in the Bank’s total allowance for loan losses. The following table sets forth the Bank’s allowance for loan losses by loan type (dollars in thousands): Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Unallocated 2016 % of Total Loans Amount At December 31, 2015 Amount % of Total Loans 2014 % of Total Loans Amount $ 310 58 787 120 188 165 2,287 33.98% $ 7.25 36.37 7.06 13.07 2.27 — 116 26 1,085 77 120 151 720 19.13% $ 4.36 41.05 6.21 25.70 3.55 — 66 2 2,058 99 10 — 9 27.51% 2.54 47.78 7.93 14.21 .03 — Total allowance for loan losses $ 3,915 100.00% $ 2,295 100.00% $ 2,244 100.00% Allowance for loan losses as a percentage of total loans outstanding 4.87% 2.71% 2.88% Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Unallocated Total allowance for loan losses Allowance for loan losses as a percentage of total loans outstanding The following summarizes impaired loans (in thousands): At December 31, 2013 2012 Amount % of Total Loans Amount % of Total Loans $ $ 49 4 1,139 458 31 — 530 2,211 32.82% $ 4.45 41.96 7.97 12.70 .10 — 100.00% $ 2.73% 434 267 1,552 166 36 4 — 2,459 34.32% 4.47 51.97 8.30 .86 .08 — 100.00% 2.81% December 31, 2016 Unpaid Principal Balance Related Allowance Recorded Investment At December 31, 2015 Unpaid Principal Balance Related Allowance Recorded Investment With no related allowance recorded: Residential real estate Commercial real estate With an allowance recorded: Commercial real estate Total: Residential real estate Commercial real estate Total $ $ $ $ 375 — 1,004 375 1,004 1,379 $ $ $ $ 19 501 — 1,004 501 1,004 1,505 $ $ $ $ — $ — 104 — $ $ 104 1,319 3,232 1,041 1,319 4,273 104 $ 5,592 $ $ $ $ 1,521 5,287 1,041 1,521 6,328 7,849 $ $ $ $ — — 13 — 13 13 During 2016, 2015 and 2014, the average net investment in impaired loans and interest income recognized and received on impaired loans is as follows (in thousands): Average investment in impaired loans Interest income recognized on impaired loans Interest income received on a cash basis on impaired loans Liquidity and Capital Resources 2016 Year Ended December 31, 2015 2014 $ $ $ 2,957 124 182 $ $ $ 9,579 250 492 $ $ $ 11,531 674 587 Liquidity represents an institution’s ability to meet current and future obligations through liquidation or maturity of existing assets or the acquisition of additional liabilities. The Bank’s ability to respond to the needs of depositors and borrowers and to benefit from investment opportunities is facilitated through liquidity management. The Bank’s primary sources of cash during the year ended December 31, 2016, were from principal repayments of securities available for sale of $4.3 million and proceeds from sale of securities available for sale of $28.4 million. Cash was used primarily to increase $7.3 million of cash and due from banks, purchase $27.7 million in securities and fund an $11.6 million reduction in deposits. The Bank will adjust rates on its deposits to attract or retain deposits as needed. The Bank obtains funds primarily from depositors in its market area. In addition to obtaining funds from depositors, the Bank may borrow funds from other financial institutions. OptimumBank is a member of the Federal Home Loan Bank of Atlanta, which allows it to borrow funds under a pre-arranged line of credit equal to $30.4 million. As of December 31, 2016, the Bank had $23.5 million in borrowings outstanding from the Federal Home Loan Bank of Atlanta to facilitate loan fundings and manage its asset and liability structure. The Bank has established a line of credit for $2.5 million with SunTrust, $2.5 million with Alostar Bank, $.75 million with Servis First Bank, and $.78 million with the Federal Reserve. Securities The Bank’s securities portfolio is comprised primarily of SBA Pool Securities and Collateralized mortgage obligations. The securities portfolio is categorized as either “held to maturity” or “available for sale.” Securities held to maturity represent those securities which the Company has the positive intent and ability to hold to maturity. These securities are carried at amortized cost. Securities available for sale represent those investments which may be sold for various reasons including changes in interest rates and liquidity considerations. These securities are reported at fair market value and unrealized gains and losses are excluded from earnings and reported in other comprehensive loss. The following table sets forth the amortized cost and fair value of the Bank’s securities portfolio (in thousands): At December 31, 2016: Securities available for sale: Collateralized mortgage obligations SBA Pool Securities At December 31, 2015: Securities available for sale: Mortgage-backed securities Collateralized mortgage obligations SBA Pool Security 20 Amortized Cost Fair Value $ $ $ $ 10,157 10,470 20,627 $ $ 10,107 15,223 644 25,974 $ $ 9,752 10,470 20,222 10,086 15,017 646 25,749 The following table sets forth, by maturity distribution, certain information pertaining to the securities portfolio (dollars in thousands): At December 31, 2016: Collateralized mortgage obligation SBA Pool Securities At December 31, 2015: Mortgage-backed securities Collateralized debt obligations SBA Pool Security After Five Years Through Ten Years After Ten Years Total Yield $ $ $ $ $ 2,557 — 7,600 10,470 $ 2,557 $ 18,070 $ — $ — $ 10,107 15,223 644 — $ 25,974 $ 10,157 10,470 20,627 10,107 15,223 644 25,974 1.83 1.90 2.50 2.17 3.00 Regulatory Capital Adequacy Failure to meet minimum capital requirements can result in certain mandatory and, possibly, additional discretionary actions by federal and state regulators that, if undertaken, could have a direct material effect on the Bank’s and Company’s financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off- balance-sheet items as calculated under regulatory accounting practices. In addition, the Consent Order imposes increased minimum capital requirements on the Bank. Quantitative measures established by regulation and by the Consent Order to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets. As of December 31, 2016, the Bank did meet the minimum applicable capital adequacy requirements. The Bank’s actual and required minimum capital ratios were as follows (dollars in thousands): Regulatory Capital Requirements Actual For Capital Adequacy Purposes Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions Requirements of Consent Order As of December 31, 2016: Total Capital to Risk-Weighted Assets Tier I Capital to Risk-Weighted Assets Common Equity Tier 1 Capital to Risk-Weighted Assets Tier I Capital to Total Assets As of December 31, 2015: Total Capital to Risk-Weighted Assets Tier I Capital to Risk-Weighted Assets Common Equity Tier 1 Capital to Risk Weighted Assets Tier I Capital to Total Assets Amount % Amount % Amount % Amount % $ 10,566 9,498 12.79% $ 11.50 6,609 4,957 8.00% $ 6.00 8,261 6,609 9,498 9,498 11.50 8.06 3,718 4,714 4.50 4.00 5,370 5,893 10.00% $ 8.00 6.50 5.00 9,913 N/A N/A 9,428 $ 10,319 9,173 11.40% $ 10.14 7,240 5,430 8.0% $ 6.0 9,050 7,240 10.0% $ 10,860 N/A 8.0 9,173 9,173 10.14 7.59 4,073 4,836 4.5 4.0 5,883 6,045 6.50 5.0 N/A 9,672 12.00% N/A N/A 8.00 12.0% N/A N/A 8.0 21 Market Risk Market risk is the risk of loss from adverse changes in market prices and rates. The Bank’s market risk arises primarily from interest-rate risk inherent in its lending and deposit-taking activities. The Bank does not engage in securities trading or hedging activities and does not invest in interest-rate derivatives or enter into interest rate swaps. The Bank may utilize financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance-sheet transactions are aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments, which reflect changes in market prices and rates, can be found in Note 8 of Notes to Consolidated Financial Statements. The Bank’s primary objective in managing interest-rate risk is to minimize the potential adverse impact of changes in interest rates on its net interest income and capital, while adjusting its asset-liability structure to obtain the maximum yield-cost spread on that structure. The Bank actively monitors and manages its interest-rate risk exposure by managing its asset and liability structure. However, a sudden and substantial increase in interest rates may adversely impact its earnings, to the extent that the interest-earning assets and interest-bearing liabilities do not change or reprice at the same speed, to the same extent, or on the same basis. The Bank uses modeling techniques to simulate changes in net interest income under various rate scenarios. Important elements of these techniques include the mix of floating versus fixed-rate assets and liabilities, and the scheduled, as well as expected, repricing and maturing volumes and rates of the existing balance sheet. Asset Liability Management As part of its asset and liability management, the Bank has emphasized establishing and implementing internal asset-liability decision processes, as well as control procedures to aid in managing its earnings. Management believes that these processes and procedures provide us with better capital planning, asset mix and volume controls, loan-pricing guidelines, and deposit interest-rate guidelines, which should result in tighter controls and less exposure to interest-rate risk. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest-rate sensitivity gap is defined as the difference between interest-earning assets and interest-bearing liabilities maturing or repricing within a given time period. The gap ratio is computed as the amount of rate sensitive assets less the amount of rate sensitive liabilities divided by total assets. A gap is considered positive when the amount of interest-rate sensitive assets exceeds interest-rate sensitive liabilities. A gap is considered negative when the amount of interest-rate sensitive liabilities exceeds interest-rate sensitive assets. During a period of rising interest rates, a negative gap would adversely affect net interest income, while a positive gap would result in an increase in net interest income. During a period of falling interest rates, a negative gap would result in an increase in net interest income, while a positive gap would adversely affect net interest income. In order to minimize the potential for adverse effects of material and prolonged increases in interest rates on the results of operations, the Bank’s management continues to monitor its assets and liabilities to better match the maturities and repricing terms of its interest-earning assets and interest-bearing liabilities. The Bank’s policies emphasize the origination of adjustable-rate loans, building a stable core deposit base and, to the extent possible, matching deposit maturities with loan repricing timeframes or maturities. 22 The following table sets forth certain information related to the Bank’s interest-earning assets and interest-bearing liabilities at December 31, 2016, that are estimated to mature or are scheduled to reprice within the period shown (dollars in thousands): Loans (1): Residential real estate loans Multi-family real estate loans Commercial real estate loans Land and construction Commercial Consumer Total loans Securities (2) Federal Home Loan Bank stock Total rate-sensitive assets Deposit accounts (3): Money-market deposits Interest-bearing checking deposits Savings deposits Time deposits Total deposits Federal Home Loan Bank advances Junior subordinated debenture Total rate-sensitive liabilities GAP (repricing differences) Cumulative GAP Gap Maturity / Repricing Schedule More than One Year and Less than Five Years More than Five Years and Less than Fifteen Years One Year or Less Over Fifteen Years Total $ $ 9,473 909 10,224 4,076 9,773 1,829 36,284 10,470 1,113 47,867 17,743 3,604 806 43,194 65,347 18,500 — 83,847 $ $ (35,980) (35,980) $ $ 8,100 4,847 19,040 1,605 741 — 34,333 — — 34,333 — — — 13,531 13,531 — — 13,531 20,802 (15,178) $ $ $ 7,908 73 — — — — 7,981 — — 7,981 — — — — — 5,000 — 5,000 2,981 (12,197) $ $ $ $ 1,853 — — — — — 1,853 9,752 — 27,334 5,829 29,264 5,681 10,514 1,829 80,451 20,222 1,113 11,605 101,786 — — — — — — 5,155 5,155 6,450 (5,747) $ $ 17,743 3,604 806 56,725 78,878 23,500 5,155 107,533 (5,747) (5,747) Cumulative GAP/total assets (35.35%) (14.91%) (11.98%) (5.65%) (1) In preparing the table above, adjustable-rate loans are included in the period in which the interest rates are next scheduled to adjust rather than in the period in which the loans mature. Fixed-rate loans are scheduled, including repayment, according to their maturities. (2) Securities are scheduled through the repricing date. (3) Money-market, interest-bearing checking and savings deposits are regarded as readily accessible withdrawable accounts. All other time deposits are scheduled through the maturity dates. The following table sets forth loan maturities by type of loan at December 31, 2016 (in thousands): Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total One Year or Less After One But Within Five Years After Five Years Total $ 14 505 3,797 — 1,746 1,829 $ 2,258 536 13,346 2,774 7,228 — $ 25,062 4,788 12,121 2,907 1,540 — 7,891 $ 26,142 $ 46,419 $ 27,334 5,829 29,264 5,681 10,514 1,829 80,451 $ $ 23 The following table sets forth the maturity or repricing of loans by interest type at December 31, 2016 (in thousands): Fixed interest rate Variable interest rate Total One Year or Less After One But Within Five Years After Five Years $ $ 3,077 33,207 36,284 $ $ 15,040 19,294 34,334 $ $ 2,558 7,275 9,833 $ $ Total 20,675 59,776 80,451 Scheduled contractual principal repayments of loans do not reflect the actual life of such assets. The average life of loans is substantially less than their average contractual terms due to prepayments. In addition, due-on-sale clauses on loans generally give us the right to declare a conventional loan immediately due and payable in the event, among other things, that the borrower sells real property subject to a mortgage and the loan is not repaid. The average life of mortgage loans tends to increase, however, when current mortgage loan rates are substantially higher than rates on existing mortgage loans and, conversely, decrease when rates on existing mortgages are substantially higher than current mortgage rates. Off-Balance Sheet Arrangements and Aggregate Contractual Obligations The Bank is 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. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the consolidated balance sheet. The contractual amounts of those instruments reflect the extent of the Company’s involvement in particular classes of financial instruments. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank 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 certain commitments expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary in order to extend credit, is based on management’s credit evaluation of the counterparty. As of December 31, 2016, commitments to extend credit totaled $7.1 million. The following is a summary of the Bank’s contractual obligations, including certain on-balance sheet obligations, at December 31, 2016 (in thousands): Contractual Obligations Federal Home Loan Bank advances Junior subordinated debenture Operating leases Total Deposits Payments Due by Period Total $ 23,500 5,155 59 Less Than 1 Year $ 18,500 — 59 28,714 $ 18,559 $ $ $ 1-3 Years 3-5 Years — $ — — — $ $ 5,000 — — 5,000 $ More Than 5 Years — 5,155 — 5,155 Deposits traditionally are the primary source of funds for the Bank’s use in lending, making investments and meeting liquidity demands. The Bank has focused on raising time deposits primarily within its market area, which is the tri-county area of Broward, Miami-Dade and Palm Beach counties. However, the Bank offers a variety of deposit products, which are promoted within its market area. Net deposits decreased $11.6 million in 2016. 24 The following table displays the distribution of the Bank’s deposits at December 31, 2016, 2015 and 2014 (dollars in thousands): Noninterest-bearing demand deposits Interest-bearing demand deposits Money-market deposits Savings Subtotal Time deposits: 0.00% – 0.99% 1.00% – 1.99% 2.00% – 2.99% 3.00% – 3.99% Total time deposits (1) Total deposits 2016 % of Deposits Amount 2015 % of Deposits Amount 2014 % of Deposits Amount $ $ 7,131 3,604 17,743 806 29,284 14,891 41,695 139 — 56,725 $ $ $ 8.29 4.19 20.63 .94 34.05 17.31 48.48 .16 — 65.95 9,478 2,615 20,776 643 33,512 48,196 15,727 136 — 64,059 $ $ 9.71 2.68 21.29 0.66 34.34% 49.40 16.12 0.14 — 65.66 9,195 1,768 21,971 605 33,539 49,950 6,021 2,093 — 58,064 10.04 1.93 23.99 0.66 36.62% 54.53 6.57 2.28 — 63.38 $ 86,009 $ 100.00% $ 97,571 100.00% $ 91,603 100.00% (1) Included are Individual Retirement Accounts (IRA’s) totaling $2,818,000 and $3,069,000 at December 31, 2016 and 2015, respectively, all of which are in the form of time deposits. Time Deposits of $100,000 or more, or Jumbo Time Deposits, are generally considered a more unpredictable source of funds. The following table sets forth the Bank’s maturity distribution of time deposits of $100,000 or more at December 31, 2016 and 2015 (in thousands): Due three months or less Due more than three months to six months More than six months to one year One to five years Total Analysis of Results of Operations At December 31, 2016 2015 $ $ $ 4,838 3,433 16,968 9,608 34,847 $ 2,475 2,977 18,014 8,780 32,246 The Bank’s profitability depends to a large extent on net interest income, which is the difference between the interest received on earning assets, such as loans and securities, and the interest paid on interest-bearing liabilities, principally deposits and borrowings. Net interest income is determined by the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (“interest-rate spread”) and the relative amounts of interest-earning assets and interest-bearing liabilities. The Bank’s interest-rate spread is affected by regulatory, economic, and competitive factors that influence interest rates, loan demand, and deposit flows. The Bank’ results of operations are also affected by the provision for loan losses, operating expenses such as salaries and employee benefits, occupancy and other operating expenses including income taxes, and noninterest income such as loan prepayment fees. 25 The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yield; (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; and (v) net interest margin. Average balances are based on average daily balances (dollars in thousands): 2016 Interest And Dividends Average Yield/ Rate Years Ended December 31, 2015 Interest and Dividends Average Yield/ Rate Average Balance Average Balance 2014 Interest and Dividends Average Yield/ Rate Interest-earning assets: Loans Securities Other interest-earning assets (1) Total interest-earning assets/interest income Cash and due from banks Premises and equipment Other assets Average Balance $ 83,574 22,686 11,996 118,256 953 2,687 (747) Total assets $ 121,149 4,200 459 105 4,764 5.03% 2.02 0.88 80,691 26,490 1,273 4.03% 108,454 3,865 597 72 4,534 124 524 236 884 9,483 3,744 3,278 124,959 19,314 59,158 23,158 Interest-bearing liabilities: Savings, NOW and money-market deposits Time deposits Borrowings (4) Total interest-bearing liabilities/interest expense 23,360 60,813 24,416 117 611 351 0.50 1.00 1.44 108,589 1,079 .99 101,630 Noninterest-bearing demand deposits Other liabilities Stockholders’ equity 5,870 3,526 3,164 Total liabilities and stockholders’ equity $ 121,149 Net interest income Interest rate spread (2) Net interest margin (3) Ratio of average interest-earning assets to average interest- bearing liabilities 8,497 11,771 3,061 124,959 3,685 3,650 3.03 3.12 1.09 4,366 959 67 5,392 146 516 249 911 4,481 4.79% $ 2.25 5.66 77,703 30,082 6,165 4.18% 113,950 5,996 2,859 5,028 $ 127,833 28,680 60,991 28,004 117,675 5,543 2,340 2,275 $ 127,833 0.64 0.89 1.02 0.87 3.31 3.37 1.07 5.62% 3.11 1.23 4.73 0.51 0.85 0.89 0.77 3.96 3.93 0.97 (1) Includes interest-earning deposits with banks, Federal funds sold and Federal Home Loan Bank stock dividends. (2) Interest rate spread represents the difference between average yield on interest-earning assets and the average cost of interest-bearing liabilities. (3) Net interest margin is net interest income divided by average interest-earning assets. (4) Includes Federal Home Loan Bank advances, junior subordinated debenture and securities sold under an agreement to repurchase. 26 The following tables set forth certain information regarding changes in interest income and interest expense for the periods indicated. For each category of interest- earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (change in rate multiplied by prior volume), (2) changes in volume (change in volume multiplied by prior rate) and (3) changes in rate-volume (change in rate multiplied by change in volume) (in thousands): Rate/Volume Analysis Interest-earning assets: Loans Securities Other interest-earning assets Total interest-earning assets Interest-bearing liabilities: Savings, NOW and money-market Time deposits Other Total interest-bearing liabilities Net interest income Interest-earning assets: Loans Securities Other interest-earning assets Total interest-earning assets Interest-bearing liabilities: Savings, NOW and money-market Time deposits Borrowings Total interest-bearing liabilities Net interest income Year Ended December 31, 2016 versus 2015 Increases (Decreases) Due to Change In: Rate Volume Rate/ Volume Total $ 190 (61) (61) 68 (27) 70 97 140 $ 138 (86) 607 659 26 15 13 54 $ 7 9 (513) (497) (6) 2 5 1 (72) $ 605 $ (498) $ Year Ended December 31, 2015 versus 2014 Increases (Decreases) Due to Change In: Total $ Rate Volume $ (644) (264) 241 (667) 38 24 36 98 168 (134) (52) (18) (48) (16) (43) (107) Rate/ Volume $ (25) 36 (184) (173) (12) — (6) (18) 335 (138) 33 230 (7) 87 115 195 35 (501) (362) 5 (858) (22) 8 (13) (27) (765) $ 89 $ (155) $ (831) $ $ $ $ 27 Financial Condition as of December 31, 2016 Compared to December 31, 2015 The Company’s total assets decreased by $7.8 million, to $119.7 million at December 31, 2016, from $127.5 million at December 31, 2015. At December 31, 2016, the Bank had a Tier 1 leverage ratio of 8.06%, and a total risk-based capital ratio of 12.79%, both of which were in excess of the 8% and 12% requirements of the Consent Order. The Company’s capital was enhanced during 2016 through the sale of $375,000 in common stock. The Company may need to sell additional shares of common stock to comply with the capital requirements through the end of 2017 and in subsequent years. At the present time, the Company has not received any commitments from any third parties to purchase any additional shares. Accordingly, it is uncertain whether the Company will be able to obtain the capital that is required or the price and terms of any capital that is obtained. The Company is in default with respect to its $5,155,000 Junior Subordinated Debenture (“Debenture”) due to its failure to make certain required interest payments under the Debenture. The Trustee of the Debenture (the “Trustee”) or the holders of the Debenture are entitled to accelerate the payment of the $5,155,000 principal balance plus accrued and unpaid interest totaling $1,147,636 at December 31, 2016. To date the Trustee has not accelerated the outstanding balance of the Debenture. No adjustments to the accompanying consolidated financial statements have been made as a result of this uncertainty. Management’s plans with regard to this matter are as follows: A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the Debenture. In March 2016, the Trustee received a direction from certain equity owners of the Trust that holds the Debenture to sell the Debenture to a Director of the Company. Based upon the receipt of conflicting directions from other debt holders of the Trust, in August 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to United States District Court for the Southern District of New York, where the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital. Results of Operations for Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 General. Net loss of $0.4 million or $(0.38) loss per basic and diluted share for the year ended December 31, 2016 compared to net loss for the year ended December 31, 2015 of $0.2 million or $(.17) per basic and diluted share. This $.2 million increase in net (loss) was primarily the result of the $.5 million decrease in noninterest income and no income tax benefit in 2016. Interest income. Interest income increased to $4.8 million for the year ended December 31, 2016 compared to $4.5 million for the year ended December 31, 2015. Interest on loans increased by $335,000 due to an increase in average yield in 2016 compared to 2015. Interest on securities decreased by $138,000 due to a decrease in average balance of securities in 2016 compared to 2015, and by a decrease in average yield earned in 2016 compared to 2015. Interest expense. Interest expense on deposits was $728,000 in the year ended December 31, 2016 compared to $$648,000 in the year ended December 31, 2015. Interest expense on borrowings was $351,000 in the year ended December 31, 2016 compared to $236,000 in the year ended December 31, 2015. Provision for Loan Losses. There was no provision for loan losses recorded for the years ended December 31, 2016 and 2015. The provision for loan losses is charged to operations as losses are estimated to have occurred in order to bring the total allowance for loan losses to a level deemed appropriate by management to absorb losses inherent in the loan portfolio at December 31, 2016. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by it, 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 its market areas, and other qualitative factors related to the estimated collectability of its loan portfolio. The allowance for loan losses totaled $3.9 million or 4.87% of loans outstanding at December 31, 2016, compared to $2.3 million or 2.71% of loans outstanding at December 31, 2015. Management believes the balance in the allowance for loan losses at December 31, 2016 is adequate and has requested a permission to reduce the allowance for loan lease losses from the regulating authorities. On January 6, 2016, the Bank completed a sale of a judgement on a defaulted credit that resulted in a $1.8 million recovery of previously charged-off amounts to the Allowance for Loan and Lease Losses (“ALLL”). This increased the balance of the ALLL to approximately $3.9 million at December 31, 2016. The Bank has submitted a written request to the FDIC for a partial reversal of the ALLL. Management does not expect a response until the next safety and soundness examination which is expected to be performed in first and second quarters of 2017. 28 Noninterest Income. Total noninterest income decreased to $(144,000) for the year ended December 31, 2016, from $412,000 for the year ended December 31, 2015 primarily due to loss on sale of securities. Noninterest Expenses. Total noninterest expenses decreased by $ 0.6 million, to $3.9 million for the year ended December 31, 2016 from $4.5 million for the year ended December 31, 2015, partially due to a non-recurring gain on sale of foreclosed real estate of $147,000 in 2016. Income Taxes. Income taxes (benefit) for the years ended December 31, 2016 and 2015 were $0 and ($320,000), respectively. Income tax benefit for 2015 results from the closure with no adjustment with respect to the Internal Revenue Service examination of the Bank’s 2010 and 2009 income tax returns. Results of Operations for Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 General. Net loss for the year ended December 31, 2015, was $163,000 or $(.17) per basic and diluted share compared to net income of $1.6 million or $1.85 earnings per basic and diluted share for the year ended December 31, 2014. This $1.8 million decrease in net earnings was primarily the result of the decrease in net interest income of $831,000 and increase in noninterest expenses of $1.1 million. Interest income. Interest income decreased to $4.5 million for the year ended December 31, 2015 compared to $5.4 million for the year ended December 31, 2014. Interest on loans decreased by $501,000 due to a decrease in average yield in 2015 compared to 2014. Interest on securities decreased by $362,000 due to a decrease in average balance of securities in 2015 compared to 2014, and by a decrease in average yield earned in 2015 compared to 2014. Interest expense. Interest expense on deposits was $648,000 in the year ended December 31, 2015 compared to $662,000 in the year ended December 31, 2014. Interest expense on borrowings was $236,000 in the year ended December 31, 2015 compared to $249,000 in the year ended December 31, 2014. Provision for Loan Losses. There was no provision for loan losses recorded for the years ended December 31, 2015 and 2014. The provision for loan losses is charged to operations as losses are estimated to have occurred in order to bring the total allowance for loan losses to a level deemed appropriate by management to absorb losses inherent in the loan portfolio at December 31, 2015. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by it, 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 its market areas, and other qualitative factors related to the estimated collectability of its loan portfolio. The allowance for loan losses totaled $2.3 million or 2.71% of loans outstanding at December 31, 2015, compared to $2.9 million or 2.88% of loans outstanding at December 31, 2014. Management believes the balance in the allowance for loan losses at December 31, 2015 is adequate. Noninterest Income. Total noninterest income decreased to $412,000 for the year ended December 31, 2015, from $572,000 for the year ended December 31, 2014. Noninterest Expenses. Total noninterest expenses increased by $1.1 million, to $4.5 million for the year ended December 31, 2015 from $3.4 million for the year ended December 31, 2014, primarily due to a non-recurring gain on sale of foreclosed real estate of $0.8 million in 2014. Income Taxes. Income taxes (benefit) for the years ended December 31, 2015 and 2014 were ($320,000) and $0, respectively. Income tax benefit for 2015 results from the closure with no adjustment with respect to the Internal Revenue Service examination of the Bank’s 2010 and 2009 income tax returns. Impact of Inflation and Changing Prices The financial statements and related data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, substantially all of the Bank’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on its performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, since such prices are affected by inflation to a larger extent than interest rates. 29 Item 8. Financial Statements The Board of Directors and Stockholders OptimumBank Holdings, Inc. Fort Lauderdale, Florida: Report of Independent Registered Public Accounting Firm We have audited the accompanying consolidated balance sheets of OptimumBank Holdings, Inc. and Subsidiary (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in notes 1, 7 and 13 to the consolidated financial statements, the Company is in technical default with respect to its Junior Subordinated Debenture (“Debt Securities”). The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. HACKER, JOHNSON & SMITH PA Fort Lauderdale, Florida March 20, 2017 30 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Consolidated Balance Sheets (Dollars in thousands, except per share amounts) Assets: Cash and due from banks Interest-bearing deposits with banks Total cash and cash equivalents Securities available for sale Loans, net of allowance for loan losses of $3,915 and $2,295 Federal Home Loan Bank stock Premises and equipment, net Foreclosed real estate, net Accrued interest receivable Other assets Total assets Liabilities and Stockholders’ Equity: Liabilities: Noninterest-bearing demand deposits Savings, NOW and money-market deposits Time deposits Total deposits Federal Home Loan Bank advances Junior subordinated debenture Advanced payment by borrowers for taxes and insurance Official checks Other liabilities Total liabilities Commitments and contingencies (Notes 1, 4, 7, 8, 13, 17 and 21) Stockholders’ equity: Preferred stock, no par value; 6,000,000 shares authorized, 7 shares issued and outstanding in 2016 and 4 shares issued and outstanding in 2015 Common stock, $.01 par value; 5,000,000 shares authorized, 1,103,447 shares issued and outstanding in 2016 and 50,000,000 shares authorized, 9,628,863 shares issued and outstanding in 2015 Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying notes to Consolidated Financial Statements 31 December 31, 2016 December 31, 2015 $ $ 17,563 77 17,640 20,222 76,999 1,113 2,648 — 380 701 10,162 203 10,365 25,749 82,573 966 2,703 4,029 462 631 $ 119,703 $ 127,478 7,131 22,153 56,725 86,009 23,500 5,155 221 114 1,623 9,478 24,034 64,059 97,571 20,000 5,155 251 130 1,404 116,622 124,511 — 11 34,039 (30,717) (252) $ 3,081 119,703 $ — 96 33,330 (30,321) (138) 2,967 127,478 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Operations (In thousands, except share amounts) Year Ended December 31, 2016 2015 Interest income: Loans Securities Other Total interest income Interest expense: Deposits Borrowings Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest (loss) income: Service charges and fees Other (Loss) gain on sale of securities available for sale Total noninterest (loss) income Noninterest expenses: Salaries and employee benefits Occupancy and equipment Data processing Professional fees Insurance Foreclosed real estate (income) expenses Regulatory assessments Other Total noninterest expenses Loss before income tax benefit Income tax benefit Net loss Net loss per share: Basic Diluted See Accompanying Notes to Consolidated Financial Statements. 32 $ $ $ $ $ 4,200 459 105 4,764 728 351 1,079 3,685 — 3,685 24 18 (186) (144) 1,774 446 333 659 103 (123) 253 492 3,937 (396) — (396) $ (0.38) (0.38) $ $ 3,865 597 72 4,534 648 236 884 3,650 — 3,650 141 211 60 412 1,902 476 298 594 115 412 298 450 4,545 (483) (320) (163) (0.17) (0.17) OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Comprehensive Loss (In thousands) Net loss Other comprehensive loss: Unrealized loss on securities available for sale: Unrealized loss arising during the year Reclassification adjustment for realized loss (gain) on sale of securities available for sale Net change in unrealized holding loss Deferred income tax benefit on above change Total other comprehensive loss Comprehensive loss See Accompanying Notes to Consolidated Financial Statements. 33 Year Ended December 31, 2016 2015 $ (396) $ (163) (366) 186 (180) (66) (114) $ (510) $ (297) (60) (357) (136) (221) (384) OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2016 and 2015 (Dollars in thousands) Preferred Stock Common Stock Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Compre- hensive Loss Total Stockholders’ Equity Balance at December 31, 2014 Proceeds from sale of preferred stock Proceeds from sale of common stock Common stock issued as compensation to directors Net change in unrealized gain on securities available for sale, net of income tax benefit Net loss Balance at December 31, 2015 Reverse common stock split (1-for 10) Proceeds from sale of preferred stock Proceeds from sale of common stock Common stock issued as compensation to directors Common stock issued for services Reversal of common stock issued as compensation to directors (See Note 15) Net change in unrealized loss on securities available for sale, net of income tax benefit Net loss Balance at December 31, 2016 — $ 4 — — — — 4 $ — 3 — — — — — — 7 $ — — — — — — — 9,305,236 — 37,500 286,127 — — 9,628,863 — (8,665,694) — — 92,980 — $ $ $ 57,476 36,118 (46,296) — — — — — — 93 $ — — 3 — — 96 $ (87) $ — 1 1 — — 32,961 $ 100 30 (30,158) $ — — 239 — 83 $ — — — — — 33,330 $ — (163) (30,321) $ (221) — (138) $ 87 75 374 245 128 (200) — — — — — — — — — — — — 2,979 100 30 242 (221) (163) 2,967 — 75 375 246 128 (200) (114) (396) 3,081 — — 1,103,447 $ — — 11 $ — — 34,039 $ — (396) (30,717) $ (114) — (252) $ See Accompanying Notes to Consolidated Financial Statements. 34 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2016 2015 Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash provided by operating activities: $ (396) $ Depreciation and amortization Common stock issued as compensation to directors Common stock issued as compensation for services Net amortization of fees, premiums and discounts (Loss) gain from sale of securities available for sale Decrease (increase) in accrued interest receivable (Increase) decrease in other assets Gain on sale of foreclosed real estate Provision for losses on foreclosed real estate Increase (decrease) in official checks and other liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of securities available for sale Principal repayments and calls of securities available for sale Proceeds from sale of securities available for sale Net decrease (increase) in loans Purchase of premises and equipment, net Proceeds from sale of foreclosed real estate, net Capital improvements on foreclosed real estate (Purchase) redemption of Federal Home Loan Bank stock Net cash provided by (used in) investing activities Cash flows from financing activities: Net (decrease) increase in deposits Purchase (repayments) of Federal Home Loan Bank advances, net Net (decrease) increase in advanced payment by borrowers for taxes and insurance Proceeds from sale of common stock Proceeds from sale of preferred stock Net cash (used in) provided by financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 156 46 128 324 186 82 (4) (174) — 203 551 (27,738) 4,326 28,409 5,414 (101) 4,203 — (147) 14,366 (11,562) 3,500 (30) 375 75 (7,642) 7,275 10,365 17,640 $ $ 35 (163) 157 242 — 540 (60) (36) 13 (48) 260 (278) 627 (12,314) 4,017 8,530 (7,816) (24) 1,679 (39) 263 (5,704) 5,968 (2,740) 10 30 100 3,368 (1,709) 12,074 10,365 (continued) OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows, Continued (In thousands) Supplemental disclosure of cash flow information: Cash paid during the year for: Interest Income taxes Noncash transactions: Change in accumulated other comprehensive loss, net change in unrealized loss on securities available for sale Loans transferred to foreclosed real estate See Accompanying Notes to Consolidated Financial Statements. 36 Year Ended December 31, 2016 2015 $ $ $ $ 874 $ — $ (114) $ — $ 723 — (221) 1,001 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements December 31, 2016 and 2015 and the Years Then Ended (1) Summary of Significant Accounting Policies Organization. OptimumBank Holdings, Inc. (the “Holding Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”), a Florida- chartered commercial bank. The Bank’s wholly-owned subsidiaries are OB Real Estate Management, LLC and OB Real Estate Holdings, LLC, both of which were formed in 2009; OB Real Estate Holdings 1692 and OB Real Estate Holdings 1704 formed in 2012, collectively, (the “Real Estate Holding Subsidiaries”). The Holding Company’s only business is the operation of the Bank and its subsidiaries (collectively, the “Company”). The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. OB Real Estate Management, LLC is primarily engaged in managing foreclosed real estate. This subsidiary had no activity in 2016 and 2015. All other subsidiaries are primarily engaged in holding and disposing of foreclosed real estate. Basis of Presentation. The accompanying consolidated financial statements include the accounts of the Holding Company, the Bank and the Real Estate Holding Subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. The following summarizes the more significant of these policies and practices. Going Concern Status. The Company is in default with respect to its $5,155,000 Junior Subordinated Debenture (“Debenture”) due to its failure to make certain required interest payments under the Debenture. The Trustee of the Debenture (the “Trustee”) or the holders of the Debenture are entitled to accelerate the payment of the $5,155,000 principal balance plus accrued and unpaid interest totaling $1,147,636 at December 31, 2016. To date the Trustee has not accelerated the outstanding balance of the Debenture. No adjustments to the accompanying consolidated financial statements have been made as a result of this uncertainty. Management’s plans with regard to this matter are as follows: A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the Debenture. In March 2016, the Trustee received a direction from certain equity owners of the Trust that holds the Debenture to sell the Debenture to a Director of the Company. Based upon the receipt of conflicting directions from other debt holders of the Trust, in August 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to United States District Court for the Southern District of New York, where the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital. Use of Estimates. In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate, and the deferred tax asset. Cash and Cash Equivalents. For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks and interest-bearing deposits, all of which have original maturities of ninety days or less. The Company may be required by law or regulation to maintain cash reserves in the form of vault cash or in accounts with other banks. At December 31, 2016 and 2015, balances maintained as reserves were $70,000 and $127,000, respectively. (continued) 37 (1) Summary of Significant Accounting Policies, continued OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Securities. Securities may be classified as trading, held to maturity or available for sale. Trading securities are held principally for resale and recorded at their fair values. Unrealized gains and losses on trading securities are included immediately in operations. Held to maturity securities are those which management has the positive intent and ability to hold to maturity and are reported at amortized cost. Available for sale securities consist of securities not classified as trading securities nor as held to maturity securities. Unrealized holding gains and losses on available for sale securities are reported as a net amount in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on the sale of available for sale securities are determined using the specific- identification method. Premiums and discounts on securities are recognized in interest income using the interest method over the period to maturity. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. A security is impaired if the fair value is less than its carrying value at the financial statement date. When a security is impaired, the Company determines whether this impairment is temporary or other-than-temporary. In estimating other-than-temporary impairment (“OTTI”) losses, management assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in operations. For securities that do not meet the aforementioned criteria, the amount of impairment recognized in operations is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive loss. Management utilizes cash flow models to segregate impairments to distinguish between impairment related to credit losses and impairment related to other factors. To assess for OTTI, management considers, among other things, (i) the severity and duration of the impairment; (ii) the ratings of the security; (iii) the overall transaction structure (the Company’s position within the structure, the aggregate, near-term financial performance of the underlying collateral, delinquencies, defaults, loss severities, recoveries, prepayments, cumulative loss projections, and discounted cash flows); and (iv) the timing and magnitude of a break in modeled cash flows. Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal, adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs. Commitment fees and loan origination fees are deferred and certain direct origination costs are capitalized. Both are recognized as an adjustment of the yield of the related loan. The accrual of interest on loans is discontinued at the time the loan is ninety days delinquent unless the loan is well collateralized and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operations. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. There were no changes in the Company’s accounting policies or methodology during the years ended December 31, 2016 and 2015. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. 38 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies, continued Allowance for Loan Losses, Continued The allowance consists of specific and general components. The specific component relates to loans that are classified as impaired. For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loans are lower than the carrying value of those loans. The general component covers all other loans and is based on historical loss experience adjusted for qualitative factors. The historical loss component of the allowance is determined by losses recognized by portfolio segment over the preceding three years. The historical loss experience is adjusted for the risks by each portfolio segment. Risk factors impacting loans in each of the portfolio segments include: economic trends and conditions; experience, ability and depth of lending management; national and local political environment; industry conditions and trends in charge-offs; and other trends or uncertainties that could affect management’s estimate of probable losses. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis, by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. Foreclosed Real Estate. Real estate acquired through, or in lieu of, loan foreclosure is to be sold and is initially recorded at fair value less estimated selling costs at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of the new cost basis or fair value less cost to sell. Revenue and expenses from operations are included in the consolidated statements of operations. Premises and Equipment. Land is stated at cost. Buildings and improvements, furniture, fixtures, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful life of each type of asset or lease term, if shorter. Preferred Securities of Unconsolidated Subsidiary Trust. The Company owns all of the common stock of OptimumBank Holdings Capital Trust I (“Issuer Trust”), an unconsolidated subsidiary trust. The Issuer Trust used the proceeds from the issuance of $5,000,000 of its preferred securities to third-party investors and common stock to acquire a $5,155,000 debenture issued by the Company. This debenture and certain capitalized costs associated with the issuance of the securities comprise the Issuer Trust’s only assets and the interest payments from the debentures finance the distributions paid on the preferred securities. The Company recorded the debenture in “Junior Subordinated Debenture” and its equity interest in the business trust in “Other Assets” on the consolidated balance sheets (See Note 7). The Company has entered into agreements which, taken collectively, fully and unconditionally guarantee the preferred securities of the Issuer Trust subject to the terms of the guarantee. Transfer of Financial Assets. Transfers of financial assets or a participating interest in an entire financial asset are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. A participating interest is a portion of an entire financial asset that (1) conveys proportionate ownership rights with equal priority to each participating interest holder (2) involves no recourse (other than standard representations and warranties) to, or subordination by, any participating interest holder, and (3) does not entitle any participating interest holder to receive cash before any other participating interest holder. 39 (1) Summary of Significant Accounting Policies, continued OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Income Taxes. There are two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company provides reserves for potential payments of tax related to uncertain tax positions. These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions is recorded as a component of income tax expense. See Note 10 for additional details. The Company recognizes interest and penalties on income taxes as a component of income tax expense. The Holding Company and the Bank file a consolidated income tax return. Income taxes are allocated proportionately to the Holding Company and the Bank as though separate income tax returns were filed. Advertising. The Company expenses all media advertising as incurred. Media advertising expense included in other noninterest expenses in the accompanying consolidated statements of operations was approximately $9,400 and $6,100 during the years ended December 31, 2016 and 2015, respectively. Stock Compensation Plan. The Company has adopted the fair value recognition method and expenses the fair value of any stock options as they vest. Under the fair value recognition method, the Company recognizes stock-based compensation in the accompanying consolidated statements of operations. Reverse Common Stock Split. Effective January 11, 2016 each ten shares of the Company’s common stock were converted into one share of common stock. Earnings per share for 2016 and 2015 has been adjusted to reflect the 1-for-10 reverse common stock split. Loss Per Share. Basic loss per share is computed on the basis of the weighted-average number of common shares outstanding. In 2016 and 2015, basic and diluted loss per share is the same due to the net loss incurred by the Company. Loss per common share has been computed based on the following (weighted-average number of common shares outstanding have been adjusted for the reverse stock split discussed above): Weighted-average number of common shares outstanding used to calculate basic and diluted loss per common share 1,041,213 953,855 Year Ended December 31, 2015 2016 40 (1) Summary of Significant Accounting Policies, continued OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Off-Balance-Sheet Financial Instruments. In the ordinary course of business the Company may enter into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the consolidated financial statements when they are funded. Fair Value Measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. The following describes valuation methodologies used for assets measured at fair value: Securities Available for Sale. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, certain mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include certain mortgage-backed securities and U.S. Government and agency securities. Impaired Loans. The Company’s impaired loans are normally collateral dependent and, as such, are carried at the lower of the Company’s net recorded investment in the loan or fair market value of the collateral less estimated selling costs. Estimates of fair value are determined based on a variety of information, including the use of available appraisals, estimates of market value by licensed appraisers or local real estate brokers and the knowledge and experience of the Company’s management related to values of properties in the Company’s market areas. Management takes into consideration the type, location and occupancy of the property as well as current economic conditions in the area the property is located in assessing estimates of fair value. Accordingly, fair value estimates for impaired loans are classified as Level 3. Foreclosed Real Estate. Estimates of fair values are determined based on a variety of information, including the use of available appraisals, estimates of market value by licensed appraisers or local real estate brokers and the knowledge and experience of the Company’s management related to values of properties in the Company’s market areas. Management takes into consideration the type, location and occupancy of the property as well as current economic conditions in the area the property is located in assessing estimates of fair value. Accordingly, the fair values estimates for foreclosed real estate are classified as Level 3. 41 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies, continued Fair Values of Financial Instruments. The following methods and assumptions were used by the Company in estimating fair values of financial instruments disclosed herein: Cash and Cash Equivalents. The carrying amounts of cash and cash equivalents approximate their fair value. Securities. Fair values for securities are based on the framework for measuring fair value established by GAAP. Loans. For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for fixed- rate loans, including fixed-rate residential and commercial real estate and commercial loans, are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Federal Home Loan Bank Stock. Fair value of the Company’s investment in Federal Home Loan Bank stock is based on its redemption value, which is its cost of $100 per share. Accrued Interest Receivable. The carrying amount of accrued interest approximates its fair value. Deposit Liabilities. The fair values disclosed for demand, NOW, money-market and savings deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). Fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities of time deposits. Federal Home Loan Bank Advances. Fair values of Federal Home Loan Bank advances are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types of borrowings. Off-Balance-Sheet Financial Instruments. Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Comprehensive Loss. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net loss. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheets, such items along with net loss, are components of comprehensive loss. The only component of other comprehensive loss is the net change in the unrealized loss on the securities available for sale. Recent Pronouncements. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The ASU requires equity investments to be measured at fair value with changes in fair values recognized in net earnings, simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identity impairment and eliminates the requirement to disclose fair values, the methods and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost. The ASU also clarifies that the Company should evaluate the need for a valuation allowance on a deferred tax asset related to available for-sale debt securities in combination with the Company’s other deferred tax assets. The ASU is effective for the Company beginning January 1, 2018. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. 42 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies, continued Recent Pronouncements, Continued In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842) which will require lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with term of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. The new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company is in the process of determining the effect of the ASU on its consolidated financial statements. Early application will be permitted. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) intended to improve the accounting for employee share-based payments. The ASU affects all organizations that issue share-based payment awards to their employees. The ASU simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the consolidated statement of cash flows. The ASU will take effect for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has evaluated the effect of ASU and determined it has no material effect on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326). The ASU improves financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by the Company. The ASU requires the Company to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The Company will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is in the process of determining the effect of the ASU on its consolidated financial statements. Reclassification. Certain amounts have been reclassified to conform to the 2016 consolidated financial statement presentation. (continued) 43 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Securities. Securities have been classified according to management’s intent. The carrying amount of securities and approximate fair values are as follows (in (2) thousands): At December 31, 2016: Securities Available for Sale: Collateralized mortgage obligations SBA Pool Securities Total At December 31, 2015: Securities Available for Sale: Mortgage-backed securities Collateralized mortgage obligations SBA Pool Security Total The following summarizes sales of securities (in thousands): Proceeds from sales of securities Gross gains from sale of securities Gross losses from sale of securities Net (loss) gain from sales of securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value $ $ $ $ $ $ $ 10,157 10,470 20,627 10,107 15,223 644 25,974 $ — $ — — $ 31 21 2 54 $ $ $ (405) — (405) $ $ (52) (227) — (279) $ 9,752 10,470 20,222 10,086 15,017 646 25,749 Year Ended December 31, 2015 2016 $ $ 28,409 $ 8,530 48 (234) (186) $ 87 (27) 60 Securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows (in thousands): Securities Available for Sale: Collateralized mortgage obligations Securities Available for Sale: Mortgage-backed securities Collateralized mortgage obligations At December 31, 2016 Over Twelve Months Gross Unrealized Losses Fair Value Less Than Twelve Months Gross Unrealized Losses Fair Value (46) $ 864 $ (359) $ 8,888 At December 31, 2015 Over Twelve Months Gross Unrealized Losses Fair Value Less Than Twelve Months Gross Unrealized Losses Fair Value — $ — — $ — $ — — $ (52) (227) (279) $ $ 5,526 11,783 17,309 (continued) $ $ $ 44 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (2) Securities, Continued. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. At December 31, 2016 and 2015, the unrealized losses on six and eighteen investment securities, respectively were caused by market conditions. It is expected that the securities would not be settled at a price less than the book value of the investments. Because the decline in fair value is attributable to market conditions and not credit quality, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired. Available-for-sale securities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements Using Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value At December 31, 2016: Collateralized mortgage obligations SBA Pool Securities At December 31, 2015: Mortgage-backed securities Collateralized mortgage obligations SBA Pool Security $ $ $ $ $ $ $ 9,752 10,470 20,222 10,086 15,017 646 25,749 $ — $ — — $ — $ — — — $ $ $ $ 9,752 10,470 20,222 10,086 15,017 646 25,749 $ During the years ended December 31, 2016 and 2015, no securities were transferred in or out of Level 1, Level 2 or Level 3. 45 — — — — — — — (continued) (3) Loans. The components of loans are as follows (in thousands): OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total loans Add (deduct): Net deferred loan fees, costs and premiums Allowance for loan losses Loans, net At December 31, 2016 At December 31, 2015 $ $ 27,334 5,829 29,264 5,681 10,514 1,829 80,451 463 (3,915) $ 76,999 $ 16,203 3,697 34,771 5,258 21,770 3,015 84,714 154 (2,295) 82,573 (continued) 46 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (3) Loans, Continued. An analysis of the change in the allowance for loan losses for the years ended December 31, 2016 and 2015 follows (in thousands): Residential Real Estate Multi-Family Real Estate Commercial Real Estate Land and Construction Commercial Consumer Unallocated Total Year Ended December 31, 2016: Beginning balance Provision (credit) for loan losses Charge-offs Recoveries Ending balance Year Ended December 31, 2015: Beginning balance Provision (credit) for loan losses Charge-offs Recoveries Ending balance $ $ $ $ 116 $ 26 $ 1,085 $ 77 $ 120 $ 151 $ 720 $ 2,295 194 — — 32 — — (2,069) (264) 2,035 19 — 24 68 — — 189 (205) 30 1,567 — — — (469) 2,089 310 $ 58 $ 787 $ 120 $ 188 $ 165 $ 2,287 $ 3,915 66 $ 2 $ 2,058 $ 99 $ 10 $ — $ 9 $ 2,244 34 (289) 305 24 — — (973) — — (44) — 22 110 — — 138 — 13 711 — — — (289) 340 116 $ 26 $ 1,085 $ 77 $ 120 $ 151 $ 720 $ 2,295 (continued) 47 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (3) Loans, continued. The balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2016 and 2015 follows (in thousands): Residential Real Estate Multi-Family Real Estate Commercial Real Estate Land and Construction Commercial Consumer Unallocated Total At December 31, 2016: Individually evaluated for impairment: Recorded investment Balance in allowance for loan losses Collectively evaluated for impairment: Recorded investment Balance in allowance for loan losses At December 31, 2015: Individually evaluated for impairment: Recorded investment Balance in allowance for loan losses Collectively evaluated for impairment: Recorded investment Balance in allowance for loan losses $ $ $ $ $ $ $ $ 375 $ — $ 1,004 — $ — $ 104 26,959 310 $ $ 5,829 58 $ $ 28,260 683 1,319 $ — $ 4,273 — $ — $ 13 14,884 116 $ $ 3,697 26 $ $ 30,498 1,072 $ $ $ $ $ $ $ $ 48 — $ — $ — $ — $ 1,379 — $ — $ — $ — $ 104 5,681 120 $ $ 10,514 188 $ $ 1,829 165 $ $ — $ 79,072 2,287 $ 3,811 — $ — $ — $ — $ 5,592 — $ — $ — $ — $ 13 5,258 77 $ $ 21,770 120 $ $ 3,015 151 $ $ — $ 79,122 720 $ 2,282 (continued) (3) Loans, Continued. OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements Residential Real Estate, Multi-Family Real Estate, Commercial Real Estate, Land and Construction. All loans are underwritten in accordance with policies set forth and approved by the Board of Directors (the “Board”), including repayment capacity and source, value of the underlying property, credit history and stability. Multi-family and commercial real estate loans are secured by the subject property and are underwritten based upon standards set forth in the policies approved by the Company’s Board. Such standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Construction loans to borrowers finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sales information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof. Commercial. Commercial business loans and lines of credit consist of loans to small- and medium-sized companies in the Company’s market area. Commercial loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. Primarily all of the Company’s commercial loans are secured loans, along with a small amount of unsecured loans. The Company’s underwriting analysis consists of a review of the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. These loans are generally secured by accounts receivable, inventory and equipment. Commercial loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, which makes them of higher risk than residential loans and the collateral securing loans may be difficult to appraise and may fluctuate in value based on the success of the business. The Company seeks to minimize these risks through its underwriting standards. Consumer. Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates. Risk is mitigated by the fact that the loans are of smaller individual amounts. (continued) 49 (3) Loans, Continued. The following summarizes the loan credit quality (in thousands): OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements OLEM (Other Loans Especially Mentioned) Pass $ $ $ 25,326 5,829 25,979 5,636 8,768 1,823 73,361 15,132 3,697 29,925 5,212 19,916 3,015 $ 1,633 — 1,174 45 — — 2,852 $ — $ — 573 46 — — Sub- standard Doubtful Loss Total $ $ $ 375 — 2,111 — 1,746 6 4,238 1,071 — 4,273 — 1,854 — — $ — — — — — — $ — $ — — — — — — $ — $ — — — — — — $ — $ — — — — — — $ 27,334 5,829 29,264 5,681 10,514 1,829 80,451 16,203 3,697 34,771 5,258 21,770 3,015 84,714 76,897 $ 619 $ 7,198 $ At December 31, 2016: Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total At December 31, 2015: Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total $ $ $ $ Internally assigned loan grades are defined as follows: Pass – a Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified. OLEM (Other Loans Especially Mentioned) – an Other Loan Especially Mentioned has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date. Substandard – a Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Included in this category are loans that are current on their payments, but the Bank is unable to document the source of repayment. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Doubtful – a loan classified as Doubtful has all the weaknesses inherent in one classified as Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company charges off any loan classified as Doubtful. Loss – a loan classified Loss is considered uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as Loss. (continued) 50 (3) Loans, Continued. Age analysis of past-due loans is as follows (in thousands): OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements 30-59 Days Past Due 60-89 Days Past Due Accruing Loans Greater Than 90 Days Past Due Total Past Due $ $ $ $ — $ — — — — — — $ — $ — — — — — — $ — $ — — — — 6 6 $ — $ — — — — — — $ — $ — — — — — — $ — $ — — — — — — $ Current Nonaccrual Loans Total Loans $ $ $ — $ — — — — 6 26,959 5,829 29,264 5,681 10,514 1,823 6 $ 80,070 — $ — — — — — 15,132 3,697 31,539 5,258 21,770 3,015 $ $ $ 375 — — — — — 375 1,071 — 3,232 — — — 27,334 5,829 29,264 5,681 10,514 1,829 80,451 16,203 3,697 34,771 5,258 21,770 3,015 — $ 80,411 $ 4,303 $ 84,714 At December 31, 2016: Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total At December 31, 2015: Residential real estate Multi-family real estate Commercial real estate Land and construction Commercial Consumer Total The following summarizes the amount of impaired loans (in thousands): At December 31, 2016 Unpaid Principal Balance Recorded Investment Related Allowance Recorded Investment At December 31, 2015 Unpaid Principal Balance Related Allowance With no related allowance recorded: Residential real estate Commercial real estate With related allowance recorded - Commercial real estate Total Residential real estate Commercial real estate Total $ $ $ $ $ 375 — 1,004 375 1,004 1,379 $ $ $ $ — $ — 104 — $ $ 104 104 $ 1,319 3,232 1,041 1,319 4,273 5,592 $ $ $ $ 1,521 5,287 1,041 1,521 6,328 7,849 $ $ $ $ — — 13 — 13 13 (continued) $ $ $ $ 501 — 1,004 501 1,004 1,505 51 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (3) Loans, Continued. The average net investment in impaired loans and interest income recognized and received on impaired loans are as follows (in thousands): Average Recorded Investment 2016 Interest Income Recognized For the Year Ended December 31, Interest Income Received Average Recorded Investment 2015 Interest Income Recognized Interest Income Received Residential real estate Commercial real estate Total $ $ $ 886 2,071 2,957 $ $ $ 48 76 124 $ $ $ 76 106 182 $ $ $ 4,619 4,960 9,579 $ $ $ 175 75 250 $ $ $ 236 256 492 There were no loans determined to be troubled debt restructurings during the years ended December 31, 2016 and 2015. (4) Premises and Equipment A summary of premises and equipment follows (in thousands): Land Buildings and improvements Furniture, fixtures and equipment Leasehold improvements Total, at cost Less accumulated depreciation and amortization Premises and equipment, net $ At December 31, 2016 2015 $ 1,171 2,065 1,268 119 4,623 1,171 2,053 1,190 119 4,533 (1,975) (1,830) $ 2,648 $ 2,703 The Company currently leases one branch facility under an operating lease. The lease contains renewal options and requires the Company to pay an allowable share of common area maintenance and real estate taxes. Rent expense under the operating lease during the years ended December 31, 2016 and 2015 was $68,000 and $64,000, respectively. At December 31, 2016, the future minimum lease payments are approximately as follows (in thousands): Year Ending December 31, 2017 Total (5) Foreclosed Real Estate (Income) expenses applicable to foreclosed real estate are as follows (in thousands): Provision for losses on foreclosed real estate Gain on sale of foreclosed real estate Operating expenses Amount $ $ 59 59 Year Ended December 31, 2015 2016 $ $ — $ (174) 51 (123) $ 260 (48) 200 412 At December 31, 2015 the valuation allowance with respect to foreclosed real estate was $260,000. This amount was reversed with the sale of the property in 2016. (continued) 52 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (6) Deposits The aggregate amount of time deposits with a minimum denomination of $100,000 was approximately $34.8 million and $32.2 million at December 31, 2016 and 2015, respectively. A schedule of maturities of time deposits at December 31, 2016 follows (in thousands): Year Ending December 31, 2017 2018 2019 2020 2021 Amount $ (7) Federal Home Loan Bank Advances and Junior Subordinated Debenture The maturities and interest rates on the Federal Home Loan Bank (“FHLB”) advances were as follows (dollars in thousands) Maturity Year Ending December 31, 2016 2016 2017 2017 2017 2021 Interest Rate 0.53% 0.59 0.80 0.49 0.49 1.68 At December 31, 2016 2015 $ $ — $ — 3,000 5,000 10,500 5,000 23,500 $ 43,194 12,214 929 230 158 56,725 13,500 6,500 — — — — 20,000 At December 31, 2016, all FHLB advances had fixed interest rates, with the exception of the FHLB advance with a balance of $3.0 million, which is adjusted daily. At December 31, 2016 and 2015, the FHLB advances were collateralized by $22.0 million and $8.6 million, respectively, of securities and by a lien on qualifying residential one-to-four family mortgage loans, commercial and multi-family real estate loans and second mortgage loans. Junior Subordinated Debenture. On September 30, 2004, the Company issued a $5,155,000 junior subordinated debenture to an unconsolidated subsidiary (the “Debenture”). The Debenture has a term of thirty years. The interest rate was fixed at 6.4% for the first five years, and thereafter, the coupon rate floats quarterly at the three-month LIBOR rate plus 2.45% (3.33% at December 31, 2016). The Debenture is redeemable in certain circumstances. The terms of the Debenture allow the Company to defer payments of interest on the Debenture by extending the interest payment period at any time during the term of the Debenture for up to twenty consecutive quarterly periods. Beginning in 2010, the Company exercised its right to defer payment of interest on the Debenture. Interest payments deferred as of December 31, 2016 totaled $1,147,636. The Company has deferred interest payments with respect to the Debenture for the maximum allowable twenty consecutive quarterly payments. The holder of the Debenture can accelerate the $5,155,000 principal balance as a result of this default. Under the Written Agreement, the Company is not able to make these interest payments without the prior approval of the Federal Reserve Bank of Atlanta. Regulatory approval to pay accrued and unpaid interest has been denied. A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the Debenture. In March 2016, the Trustee received a direction from certain debt holders of the Trust that holds the Debenture to sell the Debenture to a Director of the Company. Based upon the receipt of conflicting directions from other equity owners of the Trust, in August 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to United States District Court for the Southern District of New York, where the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital. (continued) 53 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (8) Financial Instruments The estimated fair values of the Company’s financial instruments were as follows (in thousands): Financial assets: Cash and cash equivalents Securities available for sale Loans Federal Home Loan Bank stock Accrued interest receivable Financial liabilities: Deposit liabilities Federal Home Loan Bank advances Junior subordinated debenture Off-balance sheet financial instruments Carrying Amount At December 31, 2016 Fair Value Level Carrying Amount At December 31, 2015 Fair Value Level $ $ 17,640 20,222 76,999 1,113 380 86,009 23,500 5,155 — 17,640 20,222 76,829 1,113 380 86,364 23,500 N/A (1) — $ 1 2 3 3 3 3 3 3 — $ 10,365 25,749 82,573 966 462 97,571 20,000 5,155 — 10,365 25,749 82,429 966 462 97,837 20,000 N/A(1) — 1 2 3 3 3 3 3 3 3 (1) The Company is unable to determine value based on significant unobservable inputs required in the calculation. Refer to Note 7 for further information. The Company is 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 are commitments to extend credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in these 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 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. Because some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit, is based on management’s credit evaluation of the counterparty. As of December 31, 2016, commitments to extend credit totaled $7.1 million. (9) Credit Risk The Company grants the majority of its loans to borrowers throughout Broward County, Florida and portions of Palm Beach and Miami-Dade Counties, Florida. Although the Company has a diversified loan portfolio, a significant portion of its borrowers’ ability to repay their loans and meet their contractual obligations to the Company is dependent upon the economy in Broward, Palm Beach and Miami-Dade Counties, Florida. (continued) 54 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (10) Income Taxes Income tax benefit consisted of the following (in thousands): Current: Federal State Total Current Deferred: Federal State Change in Valuation Allowance Total Deferred Total Year Ended December 31, 2016 2015 $ — $ — — (134) (19) 153 — $ — $ (320) — (320) (153) (26) 179 — (320) The reasons for the differences between the statutory Federal income tax rate and the effective tax rate are summarized as follows (dollars in thousands): Income tax benefit at statutory rate Increase (decrease) resulting from: State taxes, net of Federal tax benefit Other permanent differences Change in valuation allowance Uncertain tax position Year Ended December 31, 2016 2015 Amount % of Pretax Loss Amount % of Pretax Loss $ $ (135) (13) (5) 153 — — 34.0% $ 3.3% 1.3% (38.6%) 0.0% 0.0% $ (164) (17) 2 179 (320) (320) 34.0% 3.5% (0.4%) (37.1%) 66.3% 66.3% The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands). Deferred tax assets: Net operating loss carryforwards Premises and equipment Foreclosed property expenses Nonaccrual loan interest Unrealized loss on available for sale securities Other Gross deferred tax assets Less: Valuation allowance Net deferred tax assets Deferred tax liabilities: Allowance for loan losses Loan costs Total deferred tax liabilities Net deferred tax asset At December 31, 2016 2015 $ 5,125 78 — 287 153 56 5,699 5,393 306 (114) (39) (153) 153 $ 4,005 52 849 399 87 82 5,474 5,240 234 (114) (33) (147) 87 $ $ During the years ended December 31, 2016 and 2015, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it was more likely than not that the deferred tax assets would not be realized in the near term. Accordingly, a valuation allowance was recorded and maintained against the net deferred tax asset for the amount not expected to be realized in the future. At December 31, 2016, the Company had net operating loss carryforwards of approximately $13.6 million for Federal tax purposes and $13.5 million for Florida tax purposes available to offset future taxable income. These carryforwards will begin to expire in 2029. A portion of the Federal and Florida net operating losses are subject to Internal Revenue Code Section 382 limitations. (continued) 55 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (10) Income Taxes, Continued The Company files U.S. and Florida income tax returns. The Company is no longer subject to U.S. Federal or state income tax examinations by taxing authorities for years before 2013. The Company’s 2010 and 2009 Federal income tax returns were examined by the Internal Revenue Service (“IRS”). In 2015 the IRS closed the examination with no adjustments for taxes due. In 2015, the Company reversed its reserve for unrecognized tax benefits related to this exam by recording an income tax benefit of $320,000. The Company regularly reviews its tax positions in each significant taxing jurisdiction in the process of evaluating its unrecognized tax benefits. The Company makes adjustments to its unrecognized tax benefits when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; (ii) a tax position is effectively settled with a tax authority at a differing amount; and/or (iii) the statute of limitations expires regarding a tax position. The Company does not expect to a change in unrecognized tax benefits in the next year. (continued) 56 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (10) Income Taxes, continued A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance, beginning of year Additions for tax positions related to current year Additions for tax positions of prior years Settlement due to exam closure Balance, end of year (11) Related Party Transactions Year Ended December 31, 2015 $ $ 320 — — (320) — The Company has entered into transactions with its executive officers, directors and their affiliates in the ordinary course of business. There were no loans to related parties at December 31, 2016. At December 31, 2015, loans to related parties totaled $240,000. At December 31, 2016 and 2015, related parties had approximately $635,000 and $8,560,000, respectively, on deposit with the Company. (12) Stock-Based Compensation On December 27, 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”). In May 2016, the Company increased the total number of shares available to be awarded from 105,000 shares (adjusted for the one-for-ten reverse stock split) to 210,000 shares. Options, restricted stock, performance share awards and bonus share awards in lieu of obligations may be issued under the 2011 Plan. Both incentive stock options and nonqualified stock options can be granted under the 2011 Plan. The exercise price of the stock options cannot be less than the fair market value of the common stock on the date of grant. Options must be exercised within ten years of the date of grant. As of December 31, 2016, only common stock has been issued as compensation to directors for services rendered under this plan. 57,476 and 28,613 shares of common stock (adjusted for one-for-ten reverse stock split) were issued for the years ended December 31, 2016 and 2015, respectively. Subsequently, $200,000 (46,296 shares) was reclassified to other liabilities (see Note 15). A total of $246,000 and $242,000 of compensation was recorded during the 2016 and 2015 periods. At December 31, 2016 a total of 145,861 (adjusted for one-for-ten reverse stock split) shares remain available for grant. (13) Regulatory Matters. The Bank is subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Effective January 1, 2015, the Bank, became subject to the new Basel III capital level threshold requirements under the Prompt Corrective Action regulations with full compliance with all of the final rule’s requirements phased in over a multi-year schedule. These new regulations were designed to ensure that banks maintain strong capital positions even in the event of severe economic downturns or unforeseen losses. Changes that could affect the Bank going forward include additional constraints on the inclusion of deferred tax assets in capital and increased risk weightings for nonperforming loans and acquisition/development loans in regulatory capital. Beginning on January 1, 2016, the Bank became subject to the capital conservation buffer rules which places limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers. In order to avoid these limitations, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of December 31, 2016, the Bank’s capital conservation buffer exceeds the minimum requirements of 0.625% for 2016. The required buffer is to be phased in over three years. Under the new regulations in the first quarter of 2015, the Bank elected an irreversible one-time opt-out to exclude accumulated other comprehensive loss from regulatory capital. (continued) 57 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (13) Regulatory Matters, Continued. As of December 31, 2016 and December 31, 2015, the Bank was subject to Consent Orders issued by the Federal Deposit Insurance Corporation and the State of Florida Office of Financial Regulation (“OFR”), and accordingly is deemed to be “adequately capitalized” even if its capital ratios were to exceed those generally required to be a “well capitalized” bank. An institution must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following tables. The Bank’s actual capital amounts and percentages are also presented in the table (dollars in thousands): The following table shows the Bank’s capital amounts and ratios and regulatory thresholds at December 31, 2016 and December 31, 2015 (dollars in thousands): Actual Amount % For Capital Adequacy Purposes Amount % Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions % Amount Requirements of Consent Order % Amount As of December 31, 2016: Total Capital to Risk-Weighted Assets Tier I Capital to Risk-Weighted Assets Common equity Tier I capital to Risk- Weighted Assets Tier I Capital to Total Assets As of December 31, 2015: Total Capital to Risk-Weighted Assets Tier I Capital to Risk-Weighted Assets Common equity Tier I capital to Risk- Weighted Assets Tier I Capital to Total Assets $ $ 10,662 9,498 9,498 9,498 10,319 9,173 9,173 9,173 12.79% $ 11.50 11.50 8.06 11.40% $ 10.14 10.14 7.59 6,609 4,957 3,718 4,714 7,240 5,430 4,073 4,836 58 8.00% $ 6.00 4.50 4.0 8.0% $ 6.0 4.5 4.0 8,261 6,609 5,370 5,893 9,050 7,240 5,883 6,045 10.00% $ 8.00 6.50 5.0 10.0% $ 8.0 6.5 5.0 9,913 N/A N/A 9,428 10,860 N/A N/A 9,672 12.0% N/A N/A 8.0 12.0% N/A N/A 8.0 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (13) Regulatory Matters, Continued Regulatory Enforcement Actions Bank Consent Order. On November 7, 2016, the Bank agreed to the issuance of a Consent Order by the FDIC and the OFR (the “Consent Order”), which requires the Bank to take certain measures to improve its safety and soundness. The Consent Order supersedes the prior consent order that became effective in 2010. Pursuant to the Consent Order, the Bank is required to take certain measures to improve its management, condition and operations, including actions to improve management practices and board supervision and independence, assure that its allowance for loan losses is maintained at an appropriate level and improve liquidity. The Consent Order requires the Bank to adopt and implement a compliance plan to address the Bank’s obligations under the Bank Secrecy Act and related obligations related to anti-money laundering. The Consent Order prohibits the payment of dividends by the Bank. The Consent Order continues the requirement for the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of 12% beginning 90 days from the issuance of the Consent Order. At December 31, 2016, the Bank had a Tier 1 leverage ratio of 8.06%, and a total risk-based capital ratio of 12.79%. The Consent Order contains the following principal requirements: ● The Board of the Bank is required to increase its participation in the affairs of the Bank, assuming full responsibility for the approval of sound policies and objectives and for the supervision of all of the Bank’s activities, consistent with the role and expertise commonly expected for directors of banks of comparable size. ● The Bank is required to have and retain qualified and appropriately experienced senior management, including a chief executive officer, a chief lending officer and a chief operating officer, who are given the authority to implement the provisions of the Consent Order. ● ● Any proposed changes in the Bank’s Board of Directors or senior executive officers are subject to the prior consent of the FDIC and the OFR. The Bank is required to maintain both a fully funded allowance for loan and lease losses satisfactory to the FDIC and the OFR and a minimum Tier 1 leverage capital ratio of 8% and a total risk-based capital ratio of 12% for as long as the Consent Order remains in effect. ● The Bank is required to eliminate from its books, by charge-off or collection, all assets or portions of assets classified “Loss” and 50 percent of those assets or portions of assets classified “Doubtful” in the most recent examination report that have not been previously collected or charged-off. ● The Bank is required to submit a revised plan to reduce the remaining assets classified “Doubtful” and “Substandard” in the current or any future regulatory examination report. ● The Bank may not extend, directly or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been charged-off or classified, in whole or in part, “Loss” or “Doubtful” and is uncollected. ● The Bank may not extend, directly or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been classified, in whole or part, “Substandard.” ● The Board is required to review, revise, and implement its written lending and collection policy to provide effective guidance and control over the Bank’s lending and credit administration functions. ● The Bank is required to prepare and submit to the Supervisory Authorities an acceptable written business/strategic plan covering the overall operation of the Bank. ● The Bank is required to develop and submit to the Supervisory Authorities a written plan and a comprehensive budget for all categories of income and expense for calendar year 2017 and subsequent years. ● The Bank is required to implement a written plan to improve liquidity, contingency funding, interest rate risk and asset liability management. 59 (continued) (13) Regulatory Matters, Continued OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements ● The Bank is required to revise and implement a written policy for managing interest rate risk in a manner that is appropriate to the size of the Bank and the complexity of its assets. ● The Bank is required to revise and implement its policy for the operation of the Bank in such a manner as to provide adequate internal routines and controls within the Bank consistent with safe and sound banking practices. ● ● The Bank may not accept, renew, or rollover any brokered deposit. The Bank may not declare or pay dividends, pay bonuses, or make any other form of payment outside the ordinary course of business resulting in a reduction of capital, without the prior written approval of the Supervisory Authorities. ● The Bank is required to notify the Supervisory Authorities at least sixty days prior to undertaking asset growth that exceeds 10% or more per annum or initiating material changes in asset or liability composition. ● The Bank is required to develop, adopt, and implement a plan (“Compliance Plan”) for administration of a program reasonably designed to ensure and maintain compliance with the law and regulations related to the Bank Secrecy Act and related anti-money laundering regulations. The Compliance Plan must be consistent with the guidance for BSA/AML Risk Assessment set forth in the Federal Financial Institutions Examination Council’s Bank Secrecy Act/Anti- Money Laundering Examination Manual. ● The Bank is required to furnish written progress reports to the Supervisory Authorities within forty-five days from the end of each quarter, detailing the form and manner of any actions taken to secure compliance with this Consent Order. ● The Bank is required to develop a revised system of internal controls designed to ensure full compliance with the BSA rules and regulations (“BSA Internal Controls”) taking into account its size and risk profile and addressing the deficiencies and recommendations contained in the most recent examination report. ● The Bank is required to assess its BSA staffing needs to ensure adequate qualified personnel are in place at all times. ● The Bank is required to contract with an external independent testing firm that specializes in the BSA, AML, and OFAC rules and regulations for a review. The Bank is required to also engage an independent qualified firm, acceptable to the Supervisory Authorities, to conduct a review of all high-risk accounts and all high-risk transaction activity for the period beginning February 3, 2014, through the date of the Consent Order. ● The Bank is in process of implementing comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans. 60 (continued) OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (13) Regulatory Matters, Continued Management believes that the Bank has made substantial progress in improving its financial condition through a significant reduction in non-performing assets and the receipt of capital increases from investors since the 2010 consent order. The Bank is also seeking to eliminate the other issues raised by the FDIC and the OFR, although the Bank has been hampered by difficulties in raising capital due to the default under the Debenture and the limits placed on the Company and the Bank under the prior consent order and the Written Agreement. Management intends to continue its efforts to meet the conditions of the Consent Order and the Written Agreement. Company Written Agreement with Reserve Bank. On June 22, 2010, the Company and the Reserve Bank entered into a Written Agreement with respect to certain aspects of the operation and management of the Company. The Written Agreement prohibits, without the prior approval of the Reserve Bank, the payment of dividends, taking dividends or payments from the Bank, making any interest, principal or other distributions on trust preferred securities (including the Debenture), incurring, increasing or guaranteeing any debt, purchasing or redeeming any shares of stock, or appointing any new director or senior executive officer. Management believes that the Company is in substantial compliance with the requirements of the Written Agreement. (14) Loan Loss Recovery. On January 6, 2016, the Bank completed a sale of a judgement on a defaulted credit that resulted in a $1.8 million recovery of previously charged-off amounts to the Allowance for Loan and Lease Losses (“ALLL”). This increases the balance of the ALLL to approximately $3.9 million at December 31, 2016. On February 12, 2016, and amended May 6, 2016, pursuant to the terms and requirements of the Consent Order, Management submitted a written request to the FDIC for a partial reversal of the ALLL. As of this date, no response from the FDIC has been received and management does not expect a response until the next safety and soundness examination which is expected to be performed in first and second quarters of 2017. (15) Reclassification. During the quarter ended March 31, 2016, the Company agreed to issue 46,296 shares to the Bank’s Chairman as compensation. The Company recorded compensation expense of $200,000 based on the fair market value of the shares at that time, and reflected the issuance of the shares as an increase in stockholders’ equity. The Bank’s Chairman has not yet taken delivery of the shares. As a result, during the quarter ended September 30, 2016, the Company determined to reclassify the transaction as a liability of the Company (rather than an increase in stockholders’ equity) until the issuance of the shares. The reclassification had no effect on the Company’s net loss for the year ended December 31, 2016. (16) Dividends. The Company is limited in the amount of cash dividends that may be paid. Banking regulations place certain restrictions on dividends and loans or advances made by the Bank to the Holding Company. The amount of cash dividends that may be paid by the Bank to the Holding Company is based on the Bank’s net earnings of the current year combined with the Bank’s retained earnings of the preceding two years, as defined by state banking regulations. However, for any dividend declaration, the Company must consider additional factors such as the amount of current period net earnings, liquidity, asset quality, capital adequacy and economic conditions. It is likely that these factors would further limit the amount of dividends which the Company could declare. In addition, bank regulators have the authority to prohibit banks from paying dividends if they deem such payment to be an unsafe or unsound practice. At December 31, 2016, the Bank and Holding Company could not pay cash dividends (See Note 13). (17) Contingencies. Various claims also arise from time to time in the normal course of business. In the opinion of management, none have occurred that will have a material effect on the Company’s consolidated financial statements. (18) Retirement Plans. The Company has a 401(k) Profit Sharing plan covering all eligible employees who are over the age of twenty one and have completed one year of service. The Company may make a matching contribution each year. The Company did not make any matching contributions in connection with this plan during the years ended December 31, 2016 or 2015. 61 (continued) OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (19) Fair Value Measurement Impaired collateral-dependent loans are carried at fair value when the current collateral value is lower than the carrying value of the loan. Those impaired collateral- dependent loans which are measured at fair value or a nonrecurring basis are as follows (in thousands): At December 31, 2016 Residential real estate Fair Value 375 $ $ Residential real estate Commercial real estate Fair Value 671 $ 2,094 2,765 $ $ $ Level 1 Level 2 Level 3 Total Losses Losses Recorded in Operations For the Year Ended December 31, 2016 — $ — $ 375 $ 126 $ — At December 31, 2015 Level 1 Level 2 Level 3 Total Losses Losses Recorded in Operations For the Year Ended December 31, 2015 — $ — — $ — $ — — $ 671 2,094 2,765 $ $ 202 2,055 2,257 $ $ — — — Foreclosed real estate is recorded at fair value less estimated costs to sell. Foreclosed real estate which is measured at fair value on a nonrecurring basis is as follows (in thousands): At December 31, 2015 At Year End Level 1 Level 2 Level 3 Losses Recorded During the Year Total Losses — $ — $ 4,029 $ 1,403 $ 260 (continued) Fair Value 4,029 $ $ 62 OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (20) Holding Company Financial Information The Holding Company’s unconsolidated financial information as of December 31, 2016 and 2015 and for the years then ended follows (in thousands): Condensed Balance Sheets Assets Cash Investment in subsidiary Other assets Total assets Liabilities and Stockholders’ Equity Other liabilities Junior subordinated debenture Stockholders’ equity Total liabilities and stockholders’ equity Earnings of subsidiary Interest expense Other expense Net loss Condensed Statements of Operations At December 31, 2016 2015 $ 164 9,245 180 9,589 $ $ 1,353 5,155 3,081 9,589 $ 13 9,036 180 9,229 1,107 5,155 2,967 9,229 Year Ended December 31, 2016 2015 $ 302 (193) (505) (396) $ 532 (162) (533) (163) $ $ $ $ $ $ Condensed Statements of Cash Flows Year Ended December 31, 2016 2015 Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Stock compensation to directors Stock compensation for services Equity in undistributed earnings of subsidiary Increase in other liabilities Net cash used in operating activities Cash flow from investing activities- Investment in subsidiary Cash flow from financing activities: Proceeds from sale of common stock, net Proceeds from sale of preferred stock Net cash provided by financing activities Net increase (decrease) in cash Cash at beginning of the year Cash at end of year Noncash transaction- Change in accumulated other comprehensive loss of subsidiary, net change in unrealized loss on securities available for sale 63 $ $ $ (396) $ 46 128 (302) 246 (278) (21) 375 75 450 151 13 164 $ (163) 242 — (532) 307 (146) (42) 30 100 130 (58) 71 13 (114) $ (221) (continued) OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (21) Subsequent Event. Under the terms of the Consent Order, the Bank is not permitted to solicit brokered deposits. In March 2017, the FDIC notified the Bank that it considers a significant portion of the Bank’s certificates of deposit to be brokered deposits due to the rates paid on such deposits, even though such deposits were not obtained through any deposit brokers. The Bank has requested a waiver of the prohibition on brokered deposits from the FDIC. If this waiver is not granted, then the Bank would not be able to accept, renew or rollover the existing certificates of deposit that are viewed as brokered deposits, which would likely have an adverse effect on the Bank’s liquidity. 64 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures The Company maintains 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, its Principal Executive Officer and Chief Financial Officer concluded that, subject to the limitations noted below, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) are 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 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. (b) Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Such internal controls over financial reporting were designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, the Company used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon its evaluation under the framework in Internal Control-Integrated Framework, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2016. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. (c) Changes in Internal Controls The Company has made no significant changes in its internal controls over financial reporting during the quarter ended December 31, 2016 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting. (d) Limitations on the Effectiveness of Controls The Company’s management, including its Principal Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information None. 65 Item 10. Directors, Executive Officers, and Corporate Governance PART III The Company has a Code of Ethics that applies to its chief executive officer, chief operating officer, chief financial officer (who is also its chief accounting officer) and controller. This Code of Ethics is also posted on its website at www.optimumbank.com/corpgovernance.html. A list of the Company’s executive officers and biographical information about them and its directors will be included in the definitive Proxy Statement for its 2017 Annual Meeting of Stockholders to be held on April 25, 2017, which will be filed within 120 days of the end of its fiscal year ended December 31, 2016 (the “2016 Proxy Statement”) and is incorporated herein by reference. Information about its Audit Committee may be found in the Proxy Statement. That information is incorporated herein by reference. Item 11. Executive Compensation Information relating to the Company’s executive officer and director compensation and the compensation committee of its board of directors will be included in the 2016 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management Information relating to security ownership of certain beneficial owners of its common stock and information relating to the security ownership of its management will be included in the 2016 Proxy Statement and is incorporated herein by reference. The Bank had one compensation plan under which shares of its common stock were issuable at December 31, 2016. This plan is the 2011 Equity Compensation Plan, previously approved by its stockholders. The following table sets forth information as of December 31, 2016 with respect to the number of shares of the Company’s common stock issuable pursuant to this plan. Equity Compensation Plan Information The following table provides information generally as of December 31, 2016, regarding securities to be issued on exercise of stock options, and securities remaining available for issuance under the Company’s equity compensation plans that were in effect during fiscal 2016. Plan Category Equity compensation plans approved by stockholders Equity compensation plans not approved by stockholders Total Number of securities to be issued upon exercise of outstanding options Weighted average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plan — $ — — $ — — — 145,861 — 145,861 Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions and director independence will be included in the 2016 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services Information regarding principal accountant fees and services will be included in the 2016 Proxy Statement and is incorporated herein by reference. 66 Item 15. Exhibits and Financial Statement Schedules PART IV 3.1 3.2 3.3 3.4 4.3 4.1 10.1 10.2 10.3 10.4 10.5 10.6 10.7 Articles of Incorporation (incorporated by reference from Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 11, 2004) Articles of Amendment to the Articles of Incorporation, effective as of January 7, 2009 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 31, 2009) Articles of Amendment to the Articles of Incorporation, effective as of November 5, 2010 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K, filed with the SEC on November 5, 2010) Articles of Amendment to the Articles of Incorporation, effective as of September 29, 2011 (incorporated by reference from Current Report on Form 8-K, filed with the SEC on October 4, 2011) Bylaws (incorporated by reference from Current Report on Form 8-K filed with the SEC on May 11, 2004) Form of stock certificate (incorporated by reference from Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004) Amended and Restated Stock Option Plan (incorporated by reference from Annual Report on Form 10-KSB filed with the SEC on March 31, 2006) OptimumBank Holdings, Inc. 2011 Equity Incentive Plan (incorporated by reference from Current Report on Form 8-K filed with the SEC on January 3, 2012) OptimumBank Holdings, Inc. Director Compensation Plan (incorporated by reference from Current Report on Form 10-K filed with the SEC on March 30, 2012) Consent Order between OptimumBank, Federal Deposit Insurance Corporation and State of Florida Office of Financial Regulation dated November 7, 2016 Written Agreement by and between OptimumBank Holdings, Inc. and Federal Reserve Bank of Atlanta dated June 22, 2010 (incorporated by reference from Quarterly Report on Form 10-Q filed with the SEC on November 15, 2010) Amended and Restated Stock Purchase Agreement, dated as of December 5, 2011, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8-K filed with the SEC on December 9, 2011) Amended and Restated Stock Purchase Agreement, dated as of March 22, 2013, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8-K filed with the SEC on March 28, 2013) 10.98 Form of Registration Rights Agreement between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Current Report on Form 8- K filed with the SEC on October 31, 2011) 10.9 14.1 31.1 31.2 32.1 32.1 Form of Registration Rights Agreement between OptimumBank Holdings, Inc. and Investors (incorporated by reference from Current Report on Form 8-K filed with the SEC on October 31, 2011) Code of Ethics for Chief Executive Officer and Senior Financial Officers (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 31, 2010) Certification of Principal Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act Certification of Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act Certification of Principal Executive Officer under 18 U.S.C. Section 1350 Certification of Principal Financial Officer under 18 U.S.C. Section 1350 67 EXHIBIT INDEX 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document 68 In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this 10-K report to be duly signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on the 20 day of March, 2017. SIGNATURES In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on OPTIMUMBANK HOLDINGS, INC. /s/ Timothy Terry Timothy Terry Principal Executive Officer March 20, 2017. Signature /s/ Timothy Terry Timothy Terry /s/James R. Odza James R. Odza /s/Moishe Gubin Moishe Gubin /s/Martin Schmidt Martin Schmidt /s/ Joel Klein Joel Klein /s/ John Clifford John Clifford Title Principal Executive Officer Principal Financial Officer Director Director Director Director 69 OptimumBank Holdings, Inc. 10-K I, certify that: CERTIFICATION OF THE PRINCIPAL EXECUTIVE REQUIRED BY RULE 13A-14(A)/15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXHIBIT 31.1 1. 2. 3. 4. I have reviewed this report on Form 10-K of OptimumBank Holdings, Inc. (the “Company”); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within that entity, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ Timothy Terry Timothy Terry Principal Executive Officer Date: March 20, 2017 70 OptimumBank Holdings, Inc. 10-K I, certify that: CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A)/15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXHIBIT 31.2 1. 2. 3. 4. I have reviewed this report on Form 10-K of OptimumBank Holdings, Inc. (the “Company”); Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within that entity, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ James R. Odza James R. Odza Principal Financial Officer Date: March 20, 2017 71 OptimumBank Holdings, Inc. 10-K CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 In connection with the Annual Report of OptimumBank Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission (the “Report”), I, as the Principal Executive of the Company, certify, pursuant to 19 U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. /s/ Timothy Terry Timothy Terry Principal Executive Officer Date: March 20, 2017 72 OptimumBank Holdings, Inc. 10-K CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.2 In connection with the Annual Report of OptimumBank Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission (the “Report”), I, as the Principal Financial Officer of the Company, certify, pursuant to 19 U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. /s/ James R. Odza James R. Odza Principal Financial Officer Date: March 20, 2017 73 

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