UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Endedfiscal year ended December 31, 20092010

OR

 

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

For the transition period from              to             

Commission File Number 000-50755Number: 000-1288855

 

 

OPTIMUMBANK HOLDINGS, INC.

(NameExact name of registrant as specified in its charter)

 

Florida 55-0865043

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2477 East Commercial Blvd., Fort Lauderdale, FL33308
(Address of principal executive offices)(Zip Code)

Issuer’s2477 East Commercial Blvd., Fort Lauderdale, FL 33308

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(954) 776-2332

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share

Title of each class

Name of each exchange on which registered

Common Stock, Par Value $0.01 per shareNASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

TheIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YESAct of 1993.    Yes  ¨    NONo  x

TheIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YESSecurities Exchange Act of 1934.    Yes  ¨    NONo  x

CheckIndicate by check mark whether the issuerregistrant (1) has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the issuerRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YESYes  x    NONo  ¨

CheckIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if there is noany, 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 in responsepursuant to Item 405 of Regulation SKS-K (§229.405 of this chapter) is not contained in this form,herein, and no disclosure will not be contained, to the best of issuer’sthe 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.  x

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

 

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

TheIndicate by check mark whether the registrant is a shell company as(as defined in Rule 12b-2 of the Exchange Act.    YESAct).    Yes  ¨    NONo  x

The aggregate market value of the Common Stock of the issuerregistrant’s common stock held by non-affiliates of the issuer (2,466,750registrant (616,690 shares) on April 12, 2010, was approximately $1,973,400. The aggregate market value was$2,287,920, computed by reference to the closing market price of the Common Stock of the issuer at $.80$3.71 per share onas of April 12, 2010. For the purposes of this response,information, the outstanding shares of common stock owned by directors and executive officers are considered the affiliates of the issuer at that date.registrant were deemed to be shares of common stock held by affiliates.

AsIndicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest most practicable date: The number of shares of common stock, par value $0.01 per share, of the registrant outstanding as of April 12, 2010 there were issued and outstanding 3,276,842 shares of the issuer’s Common Stock.was 819,358 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held onin June 3, 20102011 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 910 through 12, and 14, of this Annual Report on Form 10-K.

 

 

 


TABLE OF CONTENTS

 

   Page 

Page


PART I
  13

Item 1.Business

  1

Forward-Looking Statements

  1
3  

General

  13

Recent Developments

  3

Banking Products

  15

Strategy

  6

Lending Activities

  2
6  

Deposit Activities

  2
7  

Investments

  3
7  

Correspondent Banking

  3
7  

Data Processing

  3
8  

Internet Banking

  3
8  

Competition

  3
8  

Employees

  3
8  

Supervision and Regulation

  4
8  

Statistical Profile and Other Financial Data

  915

Item 2.Properties

  915

Item 3.Legal Proceedings

  916

Item 4.Submission of Matters to a Vote of Security Holders   (Reserved)

  10

PART II

  10

Item 5.Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities

  1016

Item 6.   Selected Financial Data

17

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

  1118

Item 7.8.   Financial Statements

  2834

Item 8.9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  2835
Item 8A(T)9A(T).Controls and Procedures  28
Item 8B.Other Information35  29
PART IIIItem 9B. Other Information  2936

Item 9.Directors, Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange ActPART III

  2936

Item 10. Directors, Executive CompensationOfficers, and Corporate Governance

  2936

Item 11. Executive Compensation

36

Item 12. Security Ownership of Certain Beneficial Owners and Management

  3036

Item 12.13. Certain Relationships and Related Transactions, and Director Independence

  3037

Item 13.Exhibits14. Principal Accounting Fees and Services

  3037

Item 14.Principal Accountant Fees and ServicesPART IV

  3137

Item 15. Exhibits and Financial Statement Schedules

37

SIGNATURES

  3238


PART I

Item 1.Business

Item 1. Business

Forward-Looking Statements

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. was formed in 2004 as a Florida corporation that holdsto serve as a one-bank holding company for OptimumBank and acquired all of the outstanding shares of OptimumBank. OurOptimumBank in May 2004. The holding company’s only business is the ownership and operation of OptimumBank and subsidiaries of the bank. OptimumBank is a Florida chartered bank. OptimumBank commenced operationsbank which opened in November 2000, and its deposits are insured by the Federal Deposit Insurance Corporation, or FDIC. OptimumBank provides community banking services to individuals and businesses in Broward, Miami-Dade and Palm Beach counties. OptimumBank conducts operations from its Fort Lauderdale headquarters and three branch offices in Fort Lauderdale, Plantation and Deerfield Beach. The Bank’s wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC, and OB Real Estate HoldingsHolding 1503, LLC, all of which were formed in 2009.2009 and OB Real Estate Holdings 1695, OB Real Estate Holdings 1669, OB Real Estate Holdings 1645 and OB Real Estate Holdings 1565, all formed in 2010. OB Real Estate Management, LLC is primarily engaged in managing foreclosed real estate , but had no activity in 2009. OB Real Estate Holdings, LLC and OB Real Estate Holdings 1503, LLC2010. All other bank subsidiaries are primarily engaged in holding and disposing of foreclosed real estate.

OptimumBank Holdings is subject to the supervision and regulation of the Federal Reserve. OptimumBank is subject to the supervision and regulation of the Florida Office of Financial Regulation, or OFR, and the FDIC. OptimumBank is a member of the Federal Home Loan Bank of Atlanta.

At December 31, 2009,2010, our company had total assets of $270.0$190.3 million, net loans of $134.1$113.5 million, total deposits of $151.7$148.2 million and stockholders’ equity of $11.3$2.8 million. During 2009,2010, our company had a net loss of $(11.5)$8.5 million.

Recent Developments

In 2008, the Company and the Bank began to experience a substantial increase in impaired and non-performing loans and associated credit losses due to the nationwide economic recession and the related plunge in real estate values in south Florida. As a result, the Company’s net income for 2008 was only $520,000. These trends continued in 2009 and 2010, with the result that the Company and the Bank sustained net losses of $11.5 million in 2009 and $8.5 million in 2010, primarily from significant increases in the provision for loan losses. These operating losses have eroded OptimumBank’s regulatory capital and weakened its financial condition. As a result of these losses and other related operating issues, on April 16, 2010, OptimumBank was required to enter into a Consent Order with the FDIC and Florida Office of Financial Regulation, and, on June 22, 2010, the Company was required to enter into a Written Agreement with the Federal Reserve Bank of Atlanta, or Federal Reserve.

Consent Order.The Consent Order imposes a number of requirements on the Bank intended to improve the Bank’s condition, including a requirement that the Bank maintain a ratio of Tier 1 capital to adjusted total assets (the “Tier 1 Leverage Ratio”) of 8.0%, and a ratio of total risk based capital to risk-weighted assets of 12.0% (the “Total Risk Based Capital Ratio”). On December 31, 2010, the Bank had a Tier 1 Leverage ratio of 4.02% and a Total Risk Based Capital Ratio of 6.7%. The Bank would have needed approximately $7.8 million in additional capital as of December 31, 2010 in order to comply with the capital requirements of the Consent Order.

The Consent Order contains the following principal requirements:

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 financial 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 must undertake over a two-year period a scheduled reduction of the balance of loans classified “substandard” and “doubtful” in its 2009 FDIC examination by at least 75%.

The Bank is required to reduce the volume of its adversely classified private label mortgage backed securities under a plan acceptable to the FDIC and OFR.

The Bank must submit to the FDIC and the OFR for their review and comment a written business/strategic plan covering the overall operation of the Bank.

The Bank must implement a plan to improve earnings, addressing goals and strategies for improving and sustaining earnings, major areas for improvement in the Bank’s operating performance, realistic and comprehensive budgets and a budget review process.

The Bank must revise and implement its written lending and collection policy to provide effective guidance and control of the lending function. The Bank is required to revise, implement and incorporate recommendations of the FDIC and OFR with respect to the following policies or plans:

Lending and Collection Policies

Investment Policy

Liquidity, Contingency Funding and Funds Management Plan

Interest Rate Risk Management Policy

Internal Loan Review and Grading System and

Internal Control Policy

The Bank must develop and implement a satisfactory interest rate risk management policy that is appropriate to the size of the Bank and the complexity of its assets.

The Bank may not pay any dividends or bonuses without the prior approval of the FDIC.

The Bank may not accept, renew or rollover any brokered deposits except with the prior approval of the FDIC.

The Bank is required to notify the FDIC prior to undertaking asset growth of 10% or more per annum while the Consent Order remains in effect.

The Bank is required to file periodic progress reports with the FDIC and the OFR.

Management believes that the Bank is currently in substantial compliance with all the requirements of the Consent Order except for the Bank’s failure to attain the regulatory capital ratio requirements. The Company is currently conducting a private placement offering of its common stock intended to result in the Bank attaining such capital ratios. There can be no assurance, however, that the Company will raise sufficient capital, if any, in the private placement offering for the Bank to meet the capital requirements of the Consent Order.

Written Agreement with the Federal Reserve.The Written Agreement between the Company and the Federal Reserve requires the Company to serve as a source of strength to certain aspects of the capitalization, operation and management of the Bank. The Company also agreed that while the Written Agreement remains in effect, without prior approval of the Federal Reserve, it will not:

declare or pay dividends,

directly or indirectly take dividends or any other form of payment representing a reduction in capital from OptimumBank.

make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities,

incur, increase, or guarantee any debt or purchase or redeem any shares of its stock, or

appoint any new director or senior executive officer, or change the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position.

Management believes that the Company is in substantial compliance with all the provisions of the Written Agreement with the Federal Reserve.

Company’s Ability to Continue as a Going Concern.The Company’s recent and continuing increases in nonperforming assets, declining net interest margin, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital raise substantial doubt about the Company’s ability to return to profitability and continue as a going concern. The Bank is not in compliance with its regulatory capital requirements set forth in the Consent Order, as well as the FDIC regulatory framework for prompt corrective action. For additional information on the Bank’s regulatory capital requirements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation- Regulatory Capital Adequacy”.

We have determined that additional capital will be required for us to return to profitability and continue operations. Since January 2011, we have engaged in a private placement offering of our common stock to increase our regulatory capital. It remains to be seen whether the offering will be successful. If we are unable to raise capital and the Bank’s regulatory capital levels continue to decline, the regulators may take additional enforcement action against us, including placing the Bank into conservatorship or receivership, to protect the interests of depositors insured by the FDIC.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future, and do not include any adjustments to reflect the possible future effects on the recoverability or classification of assets, and the amounts or classification of liabilities that may result from the outcome of any regulatory action which would affect our ability to continue as a going concern.

Banking Products

Our revenues are primarily derived from interest on, and fees received in connection with, real estate, and other loans, and from interest from mortgage-backed securities and short-term investments. The principal sources of funds for our lending activities are deposits, borrowings, repayment of loans, and the repayment, or maturity of investment securities. Our principal expenses are the interest paid on deposits, and operating and general administrative expenses.

As is the case with banking institutions generally, our operations are materially and significantly influenced by general economic conditions and by related monetary and fiscal policies of financial institution regulatory agencies, including the Board of Governors of the Federal Reserve System 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. We face strong competition in attracting deposits (our primary source of lendable funds) and originating loans.

We provide a range of consumer and commercial banking services to individuals and businesses. The basic services we offer include: demand interest-bearing and noninterest-bearing accounts, money market deposit accounts, NOW accounts, time deposits, credit cards, cash management, direct deposits, notary services, money orders, night depository, travelers’ checks, cashier’s checks, domestic collections, savings bonds, bank drafts, automated teller services, drive-in tellers, and banking by mail. In addition, we make residential and commercial real estate loans and consumer loans. We provide ATM cards, as a part of the Star, Presto and Cirrus networks, thereby permitting customers to utilize the convenience of ATMs worldwide. We do not have trust powers and provide no trust services.

Strategy

Our continuing goal is to become one of the leading community banking organizations in Broward County through steady, reasonable and controlled growth and a prudent operating strategy.

Prior to 2010, our operating and business strategy emphasized:

Local management and local decision making resulting in rapid, personalized customer service, rapid credit decisions and expedited closings;

Maintaining our presence in Broward County through a branch network- we currently have three branch banking offices in Broward County;

Real estate lending activities by continuing to originate adjustable rate residential and commercial mortgage loans for our customers;

Maintaining high credit quality through strict underwriting criteria and our knowledge of the real estate values in our market area;

Personalized products and service - we strive to provide innovative financial products, high service levels and to maintain strong customer relationships. We seek customers who prefer to conduct business with a locally owned and managed institution.

Our ability to execute this strategy is currently limited by the Consent Order and our current capital levels. As a result, our management has focused its efforts on a short-term strategy that has the following objectives:

Stabilize the Company’s Loan Portfolio- Management discontinued new loan originations and devoted significant resources to the identification and workout of problem loans.

Stabilize the Company’s Funding Sources- Management acted to reduce the Bank’s dependence on brokered deposits and wholesale borrowings.

Increase the Bank’s Capital Ratios- Management reduced the size of the Bank and is attempting to raise capital in a private placement offering of the Company’s common stock.

Lending Activities

We offerPrior to 2010, we offered primarily real estate and to a lesser extent, consumer loans, to individuals and small businesses and other organizations that arewere located in or conduct a substantial portion of their business in our market area. Our market area consists of the tri-county area of Broward, Miami-Dade and Palm Beach counties. Our net loans at December 31, 20092010 were $134.1$113.5 million, or 49.67%59.8% of total assets. The interest rates we chargecharged on loans varyvaried with the degree of risk, maturity, and amount of the loan, and arewere further subject to competitive pressures, money market rates, availability of funds, and government regulations. We have no foreign loans or loans for highly leveraged transactions.

Our loans are concentrated in two major areas: residential and commercial real estate loans. As of December 31, 2009, 99.41%2010, 99.7% of our loan portfolio consisted of loans secured by mortgages on real estate, of which approximately 38.99%34.2% of the total loan portfolio was secured by one-to-four family residential properties. Our real estate loans are located primarily in our tri-county market area.

Our 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 may bewere made at fixed or variable interest rates and are normally adjustable rate mortgages which adjust annually after the initial three to five year period. Our 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.

OurPrior to 2010, loan originations have beenwere derived primarily from existing customers, direct marketing and independent mortgage brokers that processprocessed our loans. We paypaid fees to these brokers in connection with their services; however, we performperformed the underwriting and approval of each of the loans we fund. Loan originations have also been derived from existing customers, and referrals from existing customers and Bank employees.

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 our portfolio is collateralized by real estate in south Florida, and we are susceptible to local economic downturns. We attempt to minimize credit losses through various means. On larger credits, we rely on the cash flow and assets of a debtor as the source of repayment as well as the value of the underlying collateral. We also generally limit our loans to 80% of the value of the underlying real estate collateral. We generally charge a prepayment penalty if a loan is repaid within the first two to three years of origination to recover any fees we paypaid for the origination of the loan.

Due to the effects of the current recession, our earnings have been materially affected by required provisions for loan losses, and to a lesser degree, reduced interest income and increased loan administration expenses, stemming primarily from deterioration in our commercial real estate and land loan portfolios. Since the last quarter of 2009, due to the need for the Bank to reduce its exposure to credit risk and preserve regulatory capital, we have limited our lending activities to restructuring, modifying, or extending existing loans and lending to purchasers of real estate properties owned by the Bank.

Deposit Activities

Deposits are the major source of our funds for lending and other investment activities. We consider the majority of our regular savings, demand, NOW, money market deposit accounts and CD’s under $100,000 to be core deposits. These accounts comprised approximately 65.3%65.4% of our total deposits at December 31, 2009.2010. Approximately 70.7%75.1% of our deposits at December 31, 20092010 were certificates of deposit. Generally, we attempt to maintain the rates paid on our deposits at a competitive level. Time deposits of $100,000 and over made up approximately 34.7%34.6% of our total deposits at December 31, 2009.Although2010.Although these large deposits are not traditionally considered core deposits, the majority of these deposits have served as a stable source of funds in our targeted market. The majority of our deposits are generated from Broward County.

We have used brokered deposits to facilitate the funding of our mortgage lending activities in circumstances when larger than anticipated loan volumes occur and there is not enough time to fund the additional loan demand through traditional deposit solicitation. The time frame from the initial order to the final funding of brokered deposits is generally one to three days. The rates paid on these brokered deposits are typically equal to or slightly less than the high end of the interest rates in OptimumBank’s competitive market area. Starting inSince December 2009, we reduced our reliance onhave no longer solicited or renewed existing brokered deposits by no longer soliciting or renewing existing brokered deposits.due to regulatory restrictions. Brokered deposits amounted to 9.2%1.2% and 11.9%9.2% of our total deposits at December 31, 2010 and 2009, and 2008, respectively.

Investments

Our investment securities portfolio was approximately $ 81.151.1 million and $82.5$81.1 million at December 31, 20092010 and 2008,2009, respectively, representing 30.0 %26.8% and 32.3 %30.1% of our total assets. At December 31, 2009,2010, approximately 43.5 %47.0% of this portfolio was invested in U.S. government agency mortgage backedmortgage-backed securities (“MBS”) and 56.5 %52.8% of this portfolio was invested in private label MBS.mortgage-backed securities. Mortgage backed securities generally have a shorter life than the stated maturity. Our investments are managed in relation to loan demand and deposit growth, and are generally used to provide for the investment of excess funds at acceptable risksminimal risk levels while providing liquidity to fund increases in loan demand or to offset fluctuations in deposits.

Federal funds sold is the excess cash we have available over and above daily cash needs. This money is invested on an overnight basis with approved correspondent banks.

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. We are required to purchase correspondent services offered by larger banks, including check collections, purchase of federal funds, security safekeeping, investment services, coin and currency supplies, overline and liquidity loan participations, and sales of loans to or participations with correspondent banks.

We have established a correspondent relationship with Independent Bankers Bank of Florida. We pay for such services in cash as opposed to keeping compensating balances. We also sell loan participations to other banks with respect to loans which exceed our lending limit.

Data Processing

We outsource most of our data processing services, including an automated general ledger and deposit accounting; however, we service all our loans in-house.

Internet Banking

We maintain a website atwww.optimumbank.com where customers can access account balances, view current account activity and their previous statement, view images of paid checks and transfer funds between accounts. Our website provides information regarding our Visa credit card offering.

Competition

We encounter strong competition both in making loans and in 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 our business, we compete 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 we do not currently provide. In addition, many of our 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.

To compete, we rely upon specialized services, responsive handling of customer needs, and personal contacts by our 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, 2009,2010, we had sixteennineteen full-time employees, including executive officers. The employees are not represented by a collective bargaining unit. We consider relations with employees to be 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, and regulations affecting OptimumBank Holdings 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 our company and our bank. Supervision, regulation, and examination of banks by regulatory agencies are intended primarily for the protection of depositors, rather than shareholders.

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 will have a broad impact on the financial services industry, including potentially significant regulatory and compliance changes including, among other things, (1) enhanced resolution authority of troubled and failing banks and their holding companies; (2) potential 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 establishes 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. Many of the requirements called for in the Dodd-Frank Act will be implemented over time and most will be subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our

operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. Failure to comply with any such laws, regulations, or principles or changes thereto, may negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors and shareholders.

The following items provide a brief description of the impact of the Dodd-Frank Act on our operations and activities, both currently and prospectively.

Increased Capital Standards and Enhanced Supervision. The federal banking agencies are required to establish minimum leverage and risk-based capital requirements for banks and bank holding companies. These new standards will be no lower than existing regulatory capital and leverage standards applicable to insured depository institutions and may, in fact, be higher when established by the agencies. Compliance with heightened capital standards may reduce our ability to generate or originate revenue-producing assets and thereby restrict revenue generation from banking and non-banking operations. The Dodd-Frank Act also increases 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 creates 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 our cost of operations and, as a result, could limit our ability to expand into these products and services.

Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository institution’s deposit insurance premiums paid to the FDIC’s Deposit Insurance Fund, or the DIF, will be calculated. Under the amendments, the assessment base will no longer be the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity. Additionally, the Dodd-Frank Act makes 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 eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. Several of these provisions could increase the FDIC deposit insurance premiums paid by us. The Dodd-Frank Act also provides that, effective one year after the date of enactment, depository institutions may pay interest on demand deposits.

Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 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. Current banking law limits a depository institution’s ability to extend credit to one person (or group of related persons) in an amount exceeding certain thresholds. 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

GGeneraleneral. As a bank holding company registered under the Bank Holding Company Act of 1956 (the “BHCA”), OptimumBank Holdings is subject to the regulation and supervision of, and inspection by, the Federal Reserve Board (“Federal Reserve”). OptimumBank Holdings also is 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 incident 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 OptimumBank Holdings, are required to obtain prior approval of the Federal Reserve to engage in any new activity not previously approved by the Federal Reserve.

Change of Holding Company 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. OptimumBank Holdings’ 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. We are also subject to the rules and reporting requirements of the NASDAQ Global Market, on which our common stock is traded. Like other issuers of publicly traded securities, we 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.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 DepartmentOffice of Financial Services (the “Florida Department”)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 Department,OFR, to whom it submits periodic reports regarding its financial condition and other matters. The FDIC and the Florida DepartmentOFR 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 DepartmentOFR also have the authority to approve or disapprove mergers, consolidations, and similar corporate actions.

Consent Order. On April 16, 2010, OptimumBank was required to enter into a Consent Order with the FDIC and the Florida Office of Financial Regulation. Under the Consent Order, the Bank is required to implement a number of corrective measures intended to improve the Bank’s condition, including a requirement to maintain certain minimum capital ratios. The Consent Order also contains significant operating restrictions. A description of the principal requirements of the Consent Order are contained in “Business- - Recent Developments- 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, 2009,2010, our Tier 1 and total risk-based capital ratios were 8.93%5.43% and 10.23%6.7%, 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, 2009,2010, our leverage ratio was 5.85%4.02%.

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 4.02% and a Total Risk Based Capital Ratio of 6.7% at December 31, 2010, the Bank did not meet the capital adequacy ratios 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

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 examine all insured depository institutions, with some exceptions for small, “well capitalized” institutions and state-chartered institutions examined by state regulators.

As of December 31, 2009,2010, OptimumBank metdid not meet the capital requirements of a “well capitalized” institution. an “adequately capitalized institution”, but rather met the FDIC definition of an “undercapitalized 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.OptimumBank Holdings’ ability to pay dividends is substantially dependent on the ability of OptimumBank to pay dividends to OptimumBank Holdings. 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 DepartmentOFR 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. For information on the restrictions on the right of OptimumBankThe Bank’s ability to pay dividends is further restricted under the Consent Order and the Company’s ability to OptimumBank Holdings, see Part II — Item 5 “Market forpay dividends is also restricted under its Written Agreement with the Registrant’s Common EquityFederal Reserve. At December 31, 2010, the Bank and Related Stockholder Matters.”Company could not pay cash dividends.

Loans to One Borrower.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 $4.0$1.9 million, provided the unsecured portion does not exceed approximately $2.4$1.2 million.

Transactions with Affiliates.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.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.

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 DepartmentOFR 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 DepartmentOFR 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 DepartmentOFR for its review and approval. Subsections 658.27(2)(c)I 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 DepartmentOFR 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, we have increased the attention and resources we dedicate to compliance with these laws.

Other Consumer Laws.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 us to maintain privacy policies intended to safeguard consumer financial information, to disclose these policies to our 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.

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 Redevelopment Act

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’sBank’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

Policies.Our 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 sectionsections 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 our business activities.

Item 2.Properties

Item 2. Properties

The following table sets forth information with respect to our main office and branch offices as of December 31, 2009.2010.

 

Location

Year Facility

Opened

Facility Status

Executive Office

2477 East Commercial Boulevard

Fort Lauderdale, Florida 33308

2004Owned

Branch Offices

10197 Cleary Boulevard

Plantation, Florida 33324

2000Owned

3524 North Ocean Boulevard

Fort Lauderdale, Florida 33308

2003Leased (1)

2215 West Hillsboro Boulevard

Deerfield Beach, Florida 22442

2004Leased (2)

Location

  Year Facility
Opened
   Facility
Status
 
Executive Office    

2477 East Commercial Boulevard

Fort Lauderdale, Florida 33308

   2004     Owned  
Branch Offices    

10197 Cleary Boulevard

Plantation, Florida 33324

   2000     Owned  

3524 North Ocean Boulevard

Fort Lauderdale, Florida 33308

   2003     Leased (1) 

2215 West Hillsboro Boulevard

Deerfield Beach, Florida 22442

   2004     Leased (2) 

 

(1)On February 1, 2007, OptimumBank entered into a sale/leaseback transaction for this facility. No gain or loss was recognized on this transaction. The lease is for a seven-year term. The monthly lease payment at December 31, 20092010 was $4,444. The tenant is responsible for maintenance and real estate taxes.
(2)Lease is for a ten-year term, with two five-year options to renew, for 2,500 square feet. The monthly lease payment at December 31, 20092010 was $6,449.$6,642.

Item 3.Legal Proceedings

Item 3. Legal Proceedings

From time-to-time, we are involved in litigation arising in the ordinary course of our business. As of the date of the filing of this Form 10-K, we are of the opinion that the ultimate aggregate liability represented thereby, if any, will not have a material adverse effect on our consolidated financial condition or results of operations.

Item 4.Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders during the fourth quarter of the year ended December 31, 2009.

PART II

Item 5.Market for the Registrant’s Common Equity and Related Stockholder Matters

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Our common stock currently trades on the NASDAQ GlobalCapital Market, under the symbol “OPHC.” The table below presents the high and low sales prices for the periods indicated. Sales prices have been adjusted to reflect the 4-for-1 reverse stock split effective November 5, 2010.

 

Year

  Quarter  High  Low  Quarter  High   Low 

2008

    First  $9.71  $5.16
    Second  $9.45  $6.75
    Third  $8.01  $3.84
    Fourth  $6.00  $3.08

2009

    First  $5.60  $3.18  First  $22.40    $12.72  
    Second  $5.99  $2.97  Second  $23.96    $11.88  
    Third  $5.00  $2.70  Third  $20.00    $10.80  
    Fourth  $3.15  $1.25  Fourth  $12.60    $5.00  

2010

  First  $11.00    $3.36  
  Second  $7.28    $1.40  
  Third  $3.92    $1.32  
  Fourth  $6.49    $1.75  

We had approximately 205471 holders registered or in street name as of December 31, 2009.

On December 28, 2009,January 10, 2011, the Nasdaq Stock Market notified us that we failed to comply with the Nasdaq Global Market requirementsNASDAQ Listing Rule requiring the board of directors to have a majority of members who are independent because only three of the market valuedirectors on our six-member board were independent. We have been provided until (a) the earlier of our publiclythe Company’s next annual shareholders’ meeting or January 6, 2012; or (b) if the next annual shareholders’ meeting is held shares (“MVPHS”), over the last 30 consecutive trading days, fell below the minimum $5,000,000 requirement for continued listing on the Global Market. We will be provided 180 calendar days, or until June 28, 2010,before July 5, 2011, no later than July 5, 2011 to regain compliance. If at any time before June 28, 2010, the MVPHS of our common stock is $5,000,000 or greater for a minimum of 10 consecutive business days, NASDAQ will notify us that we have achieved compliancecomply with the MVPHSindependent director requirement. If we are unable to comply with the MVPHSindependent director requirement by June 28, 2010,the deadline, our common stock will be delisted from the GlobalNASDAQ Capital Market.

We cannot predict whether we will achieve compliance withAt December 31, 2010, the Global Market MVPHS requirement by the stated deadline. As a result, we are considering our alternatives, including the submission of an application for transfer to the Nasdaq Capital Market, provided we can meet the minimum requirements for continued listing on that market, which would include a $1.00 per share minimum bid price.

We haveBank and Company could not paid any cash dividends in the past. We intend that, for the foreseeable future, we will retain earnings to finance continued growth rather than pay cash dividends on our common stock.

As a state chartered bank, OptimumBank is subject to dividend restrictions set by Florida law and the FDIC. ExceptCompany 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 prior approvalBank’s retained earnings of the Florida Department, all dividends of any Florida bank must be paid out of retained net profits from the current period and the previouspreceding two years, after deducting expenses, including losses and bad debts. In addition, a state-chartered bank in Florida is required to transfer at least 20% of its net income to surplus until its surplus equalsas defined by state banking regulations. However, for any dividend declaration, the Company must consider additional factors such as the amount of paid-in capital. Undercurrent 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 Deposit Insurance Act, an FDIC-insured institution may not pay any dividend if payment would cause it to become undercapitalizedReserve.

Item 6. Selected Financial Data

SELECTED FINANCIAL DATA

At December 31, or while it is undercapitalized.

for the Year Then Ended

(Dollars in thousands, except per share figures)

   2010  2009  2008  2007  2006 

At Year End:

      

Cash and cash equivalents

  $14,367    36,784    3,220    701    1,604  

Securities held to maturity

   51,057    81,141    82,208    58,471    33,399  

Security available for sale

   —      —      244    244    241  

Loans, net

   113,542    134,126    160,699    173,323    181,878  

All other assets

   11,339    17,906    9,369    8,808    8,581  
                     

Total assets

  $190,305    269,957    255,740    241,547    225,703  
                     

Deposit accounts

   148,238    151,682    114,925    125,034    129,502  

Federal Home Loan Bank advances

   31,700    57,700    68,700    56,850    56,550  

Other borrowings

   —      41,800    41,800    28,900    10,950  

Junior subordinated debenture

   5,155    5,155    5,155    5,155    5,155  

All other liabilities

   2,377    2,332    2,395    3,361    3,123  

Stockholders’ equity

   2,835    11,288    22,765    22,247    20,423  
                     

Total liabilities and stockholders’ equity

  $190,305    269,957    255,740    241,547    225,703  
                     

For the Year:

      

Total interest income

   8,787    14,006    15,570    16,137    14,191  

Total interest expense

   4,867    8,351    9,211    9,700    8,063  
                     

Net interest income

   3,920    5,655    6,359    6,437    6,128  

Provision for loan losses

   3,645    15,794    1,374    476    265  
                     

Net interest income (expense) after provision for loan losses

   275    (10,139  4,985    5,961    5,863  

Noninterest income (expense)

   1,394    (145  393    533    628  

Noninterest expenses

   9,773    4,698    4,545    3,749    3,574  
                     

(Loss) earnings before income taxes (benefit)

   (8,104  (14,982  833    2,745    2,917  

Income taxes expense (benefit)

   349    (3,501  313    1,003    1,083  
                     

Net (loss) earnings

  $(8,453  (11,481  520    1,742    1,834  
                     

Net (loss) earnings per share, basic (1)

  $(10.32  (14.01  .63    2.13    2.25  
                     

Net (loss) earnings per share, diluted (1)

  $(10.32  (14.01  .63    2.08    2.16  
                     

Weighted-average number of shares outstanding, basic (1)

   819,358    819,358    819,261    816,960    814,106  
                     

Weighted-average number of shares outstanding, diluted (1)

   819,358    819,358    830,608    835,995    848,825  
                     

Ratios and Other Data:

      

Return on average assets

   (3.84)%   (4.23)%   .21  .73  .85

Return on average equity

   (127.59)%   (55.55)%   2.26  8.16  9.37

Average equity to average assets

   3.01  7.62  9.15  8.96  9.12

Net interest margin during the year

   1.88  2.14  2.61  2.78  2.96

Interest-rate differential during the year

   1.87  1.91  2.26  2.34  2.63

Net yield on average interest-earning assets

   4.21  5.30  6.38  6.96  6.85

Noninterest expenses to average assets

   4.44  1.73  1.81  1.57  1.67

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

   1.00    1.07    1.09    1.10    1.08  

Nonperforming loans and foreclosed assets as a percentage of total assets at end of year

   19.82  10.87  2.03  0.13  —    

Allowance for loan losses as a percentage of total loans at end of year

   3.16  6.54  1.18  .40  .54

Total number of banking offices

   3    3    3    3    3  

Total shares outstanding at end of year (1)

   819,358    819,358    780,248    780,283    777,340  

Book value per share at end of year (1)

  $3.46    13.78    29.17    28.52    26.27  

(1)All share and per share amounts have been adjusted to reflect the 1-for-4 reverse stock split declared in October 2010 and 5% stock dividends declared in May 2009, 2008 and 2007.

Item 6.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SELECTED FINANCIAL DATA

At December 31, or for the Year Then Ended

(Dollars in thousands, except per share figures)

   2009  2008  2007  2006  2005 
At Year End:      

Cash and cash equivalents

  $36,784   3,220   701   1,604   1,154  

Securities held to maturity

   81,141   82,208   58,471   33,399   25,618  

Security available for sale

   —     244   244   241   243  

Loans, net

   134,126   160,699   173,323   181,878   170,226  

All other assets

   17,906   9,369   8,808   8,581   8,803  
                 

Total assets

  $269,957   255,740   241,547   225,703   206,044  
                 

Deposit accounts

   151,682   114,925   125,034   129,502   114,064  

Federal Home Loan Bank advances

   57,700   68,700   56,850   56,550   52,950  

Other borrowings

   41,800   41,800   28,900   10,950   12,950  

Junior subordinated debenture

   5,155   5,155   5,155   5,155   5,155  

All other liabilities

   2,332   2,395   3,361   3,123   2,515  

Stockholders’ equity

   11,288   22,765   22,247   20,423   18,410  
                 

Total liabilities and stockholders’ equity

  $269,957   255,740   241,547   225,703   206,044  
                 
For the Year:      

Total interest income

   14,006   15,570   16,137   14,191   11,334  

Total interest expense

   8,351   9,211   9,700   8,063   5,841  
                 

Net interest income

   5,655   6,359   6,437   6,128   5,493  

Provision for loan losses

   15,794   1,374   476   265   149  
                 

Net interest (expense) income after provision for loan losses

   (10,139 4,985   5,961   5,863   5,344  

Noninterest income (expense)

   (145 393   533   628   635  

Noninterest expenses

   4,698   4,545   3,749   3,574   3,396  
                 

(Loss) earnings before income (benefit) taxes

   (14,982 833   2,745   2,917   2,583  

Income taxes (benefit) expense

   (3,501 313   1,003   1,083   982  
                 

Net (loss) earnings

  $(11,481 520   1,742   1,834   1,601  
                 

Net (loss) earnings per share, basic (1)

  $(3.50 .16   .53   .56   .50  
                 

Net (loss) earnings per share, diluted (1)

  $(3.50 .16   .52   .54   .48  
                 

Weighted-average number of shares outstanding, basic (1)

   3,276,842   3,277,042   3,267,838   3,256,425   3,231,846  
                 

Weighted-average number of shares outstanding, diluted (1)

   3,276,842   3,322,430   3,343,981   3,395,298   3,356,980  
                 
Ratios and Other Data:      

Return on average assets

   (4.23)%  .21 .73 .85 .86

Return on average equity

   (55.55)%  2.26 8.16 9.37 9.09

Average equity to average assets

   7.62 9.15 8.96 9.12 9.42

Net interest margin during the year

   2.14 2.61 2.78 2.96 3.08

Interest-rate differential during the year

   1.91 2.26 2.34 2.63 2.84

Net yield on average interest-earning assets

   5.30 6.38 6.96 6.85 6.36

Noninterest expenses to average assets

   1.73 1.81 1.57 1.67 1.82

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

   1.07   1.09   1.10   1.08   1.08  

Nonperforming loans and foreclosed assets as a percentage of total assets at end of year

   10.87 2.03 0.13 —     —    

Allowance for loan losses as a percentage of total loans at end of year

   6.54 1.18 .40 .54 .46

Total number of banking offices

   3   3   3   3   3  

Total shares outstanding at end of year (1)

   3,276,842   3,120,992   3,121,132   3,109,359   3,083,653  

Book value per share at end of year (1)

  $3.44   6.95   6.81   6.27   5.70  

(1)All share and per share amounts have been adjusted to reflect the 5% stock dividends declared in May 2009, 2008 and 2007.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

OptimumBank Holdings, Inc. was formed in 2004 as a Florida corporation that holdsto serve as a one-bank holding company for OptimumBank and acquired all of the outstanding shares of OptimumBank.OptimumBank in May 2004. Our only business is the ownership and operation of OptimumBank and its subsidiaries. OptimumBank is a Florida chartered bank. OptimumBank commenced operationsbank which opened in November 2000, and its deposits are insured by the Federal Deposit Insurance Corporation, or FDIC. OptimumBankThe Bank provides community banking services to individuals and businesses in Broward, Miami-Dade and Palm Beach counties. OptimumBank conducts operations from its Fort Lauderdale headquarters and three branch offices in Fort Lauderdale, Plantation and Deerfield Beach. The Bank’s wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC and OB Real Estate HoldingsHolding 1503, LLC, all of which were formed in 2009.2009, and OB Real Estate Holdings 1695, OB Real Estate Holdings 1669, OB Real Estate Holdings 1645, and OB Real Estate Holdings 1565, all formed in 2010. OB Real Estate Management, LLC is primarily engaged in managing foreclosed real estate, but had no activity in 2009. OB Real Estate Holdings, LLC and OB Real Estate Holdings 1503, LLC2010. All other bank subsidiaries are primarily engaged in holding and disposing of foreclosed real estate.

At December 31, 2009,2010, our company had total assets of $270.0$190.3 million, net loans of $134.1$113.5 million, total deposits of $151.7$148.2 million and stockholders’ equity of $11.3$2.8 million. During 2009,2010, our company had a net loss of $(11.5)$8.5 million.

Critical Accounting Policies

Our 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, we must use our best judgment to arrive at the carrying value of certain assets. One of the most critical accounting policies applied by us is related to the valuation of our loan portfolio.

A variety of estimates impact the carrying value of our 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 we believe 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 our 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 we serve in Southeast Florida. Because the calculation of the allowance for loan losses relies on our estimates and judgments relating to inherently uncertain events, results may differ from management’s estimates.

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. Our 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 DepartmentOffice of Financial ServicesRegulation, or Florida OFR, and the FDIC. We file reports with the Florida DepartmentOFR and the FDIC concerning our 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 DepartmentOFR and the FDIC to monitor our 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

Our primary business is making real estate loans. This activity may subject us to potential loan losses, the magnitude of which depends on a variety of economic factors affecting borrowers which are beyond our control. For the past twoseveral years, there has been a dramatic decrease in housing and real estate values in south Florida, coupled with a significant increase in the rate of unemployment. With most of our loans concentrated in south Florida, the decline in local economic conditions has adversely affected the values of our real estate collateral. These trends have contributed to an increase in our impaired loans and reduced asset quality. As of December 31, 2009,2010, our impaired loans were approximately $37.9$44.6 million, or 28.3%39.3% of the net loan portfolio. Impaired loans and real estate owned were approximately $43.5$47.9 million as of this same date, or 16.1%25.1% of total assets. If market conditions continue to deteriorate, they may lead to additional valuation adjustments on our loan portfolio and real estate owned as we continue to reassess the market value of our loan portfolio, the losses associated with impaired loans, and the net realizable value of real estate owned.

The following table sets forth the composition of our loan portfolio:

 

  At December 31, 
  At December 31,   2010 2009 2008 
  2009 2008 2007   Amount % of
Total
 Amount % of
Total
 Amount % of
Total
 
  Amount % of
Total
 Amount % of
Total
 Amount % of
Total
   (dollars in thousands) 
  (dollars in thousands) 

Residential real estate

  $55,915   39.06 $58,693   36.25 $65,908   38.08  $40,130    34.27 $55,915    39.06 $58,693    36.25

Multi-family real estate

   5,162   3.61    9,588   5.92    10,275   5.94     4,213    3.60    5,162    3.61    9,588    5.92  

Commercial real estate

   58,901   41.14    73,541   45.42    75,777   43.78     55,119    47.07    58,901    41.14    73,541    45.42  

Land and construction

   22,355   15.61    19,223   11.87    21,093   12.19     17,292    14.77    22,355    15.61    19,223    11.87  

Commercial

   —     —      —     —      —     —    

Consumer

   836   .58    878   .54    15   .01     358    .29    836    .58    878    .54  
                   
                   

Total loans

   143,169   100.00  161,923   100.00  173,068   100.00   117,112    100.00  143,169    100.00  161,923    100.00
                          

Add (deduct):

              

Allowance for loan losses

   (9,363   (1,906   (692    (3,703   (9,363   (1,906 

Net deferred loan costs discounts

   320     682     947   

Net deferred loan costs and discounts

   133     320     682   
             
             

Loans, net

  $134,126    $160,699    $173,323     $113,542    $134,126    $160,699   
                          

 

  At December 31, 
  At December 31,   2007 2006 
  2006 2005   Amount % of
Total
 Amount % of
Total
 
  Amount % of
Total
 Amount % of
Total
   (dollars in thousands) 
  (dollars in thousands) 

Residential real estate

  $70,868   38.99 $65,016   38.29  $65,908    38.08 $70,868    38.99

Multi-family real estate

   10,769   5.93    15,135   8.91     10,275    5.94    10,769    5.93  

Commercial real estate

   68,852   37.89    54,286   31.97     75,777    43.78    68,852    37.89  

Land and construction

   31,022   17.07    34,760   20.47     21,093    12.19    31,022    17.07  

Commercial

   —     —      570   .33  

Consumer

   227   .12    43   .03     15    .01    227    .12  
             
             

Total loans

   181,738   100.00  169,810   100.00   173,068    100.00  181,738    100.00
                  

Add (deduct):

          

Allowance for loan losses

   (974   (777    (692   (974 

Net deferred loan costs discounts

   1,114     1,193   

Net deferred loan costs and discounts

   947     1,114   
         
         

Loans, net

  $181,878    $170,226     $173,323    $181,878   
                  

The following table sets forth the activity in the allowance for loan losses (in thousands):

 

  Year Ended December 31, 
  Year Ended December 31,  2010 2009 2008 2007 2006 
  2009 2008 2007 2006 2005

Beginning balance

  $1,906   $692   $974   $777   $628  $9,363   $1,906   $692   $974   $777  

Provision for loan losses

   15,794    1,374    476    265    149   3,645    15,794    1,374    476    265  

Loans charged off

   (8,337  (160  (758  (68  —     (9,424  (8,337  (160  (758  (68

Recoveries

   119    —      —      —      —    
                
               

Ending balance

  $9,363   $1,906   $692   $974   $777  $3,703   $9,363   $1,906   $692   $974  
                               

The allowance for loan losses represents our 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 3.16% and 6.54% of the total loans outstanding at December 31, 2010 and 2009, respectively.

We evaluate the allowance for loan losses on a regular basis. The allowance for loan losses is determined based on our assessmentperiodic 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.

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 repay as agreed upon. We measure impairment on a loan by loan basis for all our 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 repay as agreed), but may be sufficiently collateralized such that we expect 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 our loans other than those identified as impaired. We group these loans into categories with similar characteristics and then apply a loss factor to each group which is derived from our historical loss experience for that category adjusted for qualitative factors.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 our total allowance for loan losses.

In the table below, we have shown the two components, as discussed above, of our allowance for loan losses at December 31, 2009, 2008 and 2007 (dollars in thousands):

   At December 31, 
   2009  2008  2007 

Impaired loans

  $43,501   $10,938   $—    
             

Specific Allowance on Impaired Loans

  $5,607   $1,120   $—    
             

Specific Allowance as percentage of impaired loans

   12.89  10.24  —    
             

Total loans other than impaired loans

  $99,668   $150,985   $173,068  
             

General Allowance

  $3,756   $786   $692  
             

General allowance as percentage of non impaired loans

   3.77  .52  .40
             

Total loans

  $143,169   $161,923   $173,068  
             

Total allowance for loan losses

  $9,363   $1,906   $692  
             

Allowance for loan losses as percentage of total loans.

   6.54  1.18  .40
             

The following table sets forth our allowance for loan losses by loan type (dollars in thousands):

 

  At December 31, 
  At December 31,   2010 2009 2008 
  2009 2008 2007   Amount % of
Total
Loans
 Amount % of
Total
Loans
 Amount % of
Total
Loans
 
  Amount % of
Total
Loans
 Amount % of
Total
Loans
 Amount % of
Total
Loans
 

Residential real estate

  $2,049   39.06 $928   36.25 $187   38.08  $1,285    34.27 $2,049    39.06 $928    36.25

Multi-family real estate

   489   3.61    62   5.92    59   5.94     282    3.60    489    3.61    62    5.92  

Commercial real estate

   1,466   41.14    463   45.42    379   43.78     1,542    47.07    1,466    41.14    463    45.42  

Land and construction

   5,227   15.61    444   11.87    67   12.19     514    14.77    5,227    15.61    444    11.87  

Commercial

   —     —      —     —      —     —    

Consumer

   132   .58    9   .54    —     .01     80    .29    132    .58    9    .54  
                   
                   

Total allowance for loan losses

  $9,363   100.00 $1,906   100.00 $692   100.00  $3,703    100.00 $9,363    100.00 $1,906    100.00
                                      

Allowance for loan losses as a percentage of total loans outstanding

   6.54   1.18   0.40    3.16   6.54   1.18 
                          

 

  At December 31, 
  At December 31,   2007 2006 
  2006 2005   Amount % of
Total
Loans
 Amount % of
Total
Loans
 
  Amount % of
Total
Loans
 Amount % of
Total
Loans
 

Residential real estate

  $400   38.99 $206   38.29  $187    38.08 $400    38.99

Multi-family real estate

   54   5.93    81   8.91     59    5.94    54    5.93  

Commercial real estate

   406   37.89    347   31.97     379    43.78    406    37.89  

Land and construction

   114   17.07    140   20.47     67    12.19    114    17.07  

Commercial

   —     —      3   .33  

Consumer

   —     .12    —     .03     —      .01    —      .12  
             
             

Total allowance for loan losses

  $974   100.00 $777   100.00  $692    100.00 $974    100.00
                          

Allowance for loan losses as a percentage of total loans outstanding

   0.54   0.46    0.40   0.54 
                  

The following summarizes impaired loans (in thousands):

 

   At December 31, 
   2009  2008 

Collateral dependent loans identified as impaired:

   

Gross loans with no related allowance for losses

  $21,846   $4,001  
         

Gross loans with related allowance for losses recorded

   18,032    6,937  

Less allowances on these loans

   (5,542  (1,120
         

Net loans with related allowance

   12,490    5,817  
         

Net investment in collateral dependent impaired loans

   34,336    9,818  
         

Noncollateral dependent loans identified as impaired:

   

Gross loans with related allowance for losses recorded

   3,623    —    

Less allowance on these loans

   (65  —    
         

Net investment in noncollateral dependent impaired loans

   3,558    —    
         

Net investment in impaired loans

  $37,894   $9,818  
         

There were no impaired loans at December 31, 2007.

   At December 31, 
   2010  2009 

Collateral-dependent loans identified as impaired:

   

Gross loans with no related allowance for losses

  $35,531   $21,846  
         

Gross loans with related allowance for losses recorded

   669    18,032  

Less allowances on these loans

   (75  (5,542
         

Net loans with related allowance

   594    12,490  
         

Net investment in collateral-dependent impaired loans

   36,125    34,336  
         

Noncollateral-dependent loans identified as impaired:

   

Gross loans with no related allowance for losses

   7,347    —    
         

Gross loans with related allowance for losses recorded

   1,174    3,623  

Less allowance on these loans

   (11  (65
         

Net loans with related allowance

   1,163    3,558  
         

Net investment in noncollateral-dependent impaired loans

   8,510    3,558  
         

Net investment in impaired loans

  $44,635   $37,894  
         

During 2010, 2009 2008 and 2007,2008, the average net investment in impaired loans and interest income recognized and received on impaired loans is as follows (in thousands):

 

  Year Ended December 31, 
  Year Ended December 31,  2010   2009   2008 
  2009  2008  2007

Average investment in impaired loans

  $25,017  $3,240  $1,581  $33,987    $25,017    $3,240  
                     

Interest income recognized on impaired loans

  $280  $—    $39  $313    $280    $—    
            
         

Interest income received on a cash basis on impaired loans

  $584  $—    $39  $658    $584    $—    
                     

NonaccrualAt December 31, 2006, the Company had no nonaccrual loans andor loans over 90 days past due still accruing interestinterest. Nonaccrual and past due loans were as follows as of December 31, 2010, 2009, 2008 and 2007 (in thousands):

 

   At December 31,
   2009  2008  2007

Nonaccrual loans

  $23,848  $5,086  $245
            

Past ninety days or more, but still accruing interest

  $—    $—    $—  
            

At December 31, 2006 and 2005, the Company had no nonaccrual loans and loans over 90 days past due.

   At December 31, 
   2010   2009   2008   2007 

Nonaccrual loans

  $34,530    $23,848    $5,086    $245  
                    

Past ninety days or more, but still accruing interest

  $—      $—      $—      $—    
                    

Liquidity and Capital Resources

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. Our ability to respond to the needs of depositors and borrowers and to benefit from investment opportunities is facilitated through liquidity management.

Our primary sources of cash during the year ended December 31, 20092010 were from deposits of $36.8 million, principal repayments of securities held to maturity of $25.4$11.4 million, proceeds from the sale of securities held to maturity of $44.9 million and net repayments of loans of $5.1$16.7 million. Cash was used primarily to purchase securities held to maturity totaling $24.0$24.3 million and repayment of Federal Home Loan Bank advances and repurchase agreements of $11.0$71.5 million. In order to increase our core deposits, we have priced our deposit rates competitively. We will adjust rates on our deposits to attract or retain deposits as needed. In addition to obtaining funds from depositors in our market area, from time to time we have utilized brokers to obtain deposits outside our market area.

We have agreed with the bank regulatory agencies that we will limit our asset growth to no more than 5%, we will make no significant change in our funding sources, and we will not increase our brokered deposits. Starting in December, 2009, we reduced our reliance on brokered deposits by no longer accepting or rolling over existing brokered deposits. As of December 31, 2009, the Bank had $13.9 million in brokered deposits representing 9.2% of total deposits, of which $12.2 million will mature and not rollover in 2010. Under FDIC rules, if OptimumBank ceases to be a “well capitalized” institution for bank regulatory purposes, the interest rates that we pay on our market area deposits and our ability to accept brokered deposits may be further restricted.

In addition to obtaining funds from depositors, we may borrow funds from other financial institutions. We are a member of the Federal Home Loan Bank of Atlanta, which allows us to borrow funds under a pre-arranged line of credit equal to 40% of the Bank’s total assets.$31.7 million. As of December 31, 2009,2010, we had $57.7$31.7 million in borrowings outstanding from the Federal Home Loan Bank of Atlanta to facilitate loan fundings and manage our asset and liability structure. In addition, we have an unsecured “federal funds” line of credit with Independent Bankers Bank of Florida totaling $6 million, none of which was outstanding at December 31, 2009. This credit line is normally used to meet short-term funding demands. At December 31, 2009, we sold securities under an agreement to repurchase totaling $41.8 million. These borrowings are collateralized by securities held to maturity with a carrying value of $49.2 million at December 31, 2009. We believe our liquidity sources are adequate to meet our operating needs.

Securities

Our securities portfolio is comprised primarily of U.S. agency and private label mortgage-backed securities and a mutual fund.securities. The securities portfolio is categorized as either “held to maturity” or “available for sale.” Securities held to maturity represent those securities which we have 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 income.

The following table sets forth the amortized cost and fair value of our securities portfolio (in thousands):

 

  Amortized
Cost
   Fair
Value
 

At December 31, 2010:

    

Securities held to maturity:

    

Mortgage-backed securities

  $50,957    $48,739  

Foreign bond

   100     100  
        
  $51,057    $48,839  
        
  Amortized
Cost
  Fair
Value

At December 31, 2009:

        

Securities held to maturity:

        

Mortgage-backed securities

  $81,041  $76,884  $81,041    $76,884  

Foreign bond

   100   100   100     100  
        
      
  $81,141  $76,984  $81,141    $76,984  
              

At December 31, 2008:

        

Securities held to maturity:

        

Mortgage-backed securities

  $82,108  $78,656  $82,108    $78,656  

Foreign bond

   100   100   100     100  
              
  $82,208  $78,756
        $82,208    $78,756  

Security available for sale-

    

Mutual fund

  $250  $244
      

At December 31, 2007:

    

Securities held to maturity:

    

Mortgage-backed securities

  $58,371  $58,017

Foreign bond

   100   100
      
  $58,471  $58,117        
      

Security available for sale-

        

Mutual fund

  $250  $244  $250    $244  
              

The following table sets forth, by maturity distribution, certain information pertaining to the securities portfolio (dollars in thousands):

 

  Within
One Year
   After One
But  Within
Five

Years
   After Five
Years
Through
Ten Years
   After Ten
Years
   Total   Yield 

At December 31, 2010:

            

Mortgage-backed securities

  $4,001    $5,988    $1,887    $39,081    $50,957     4.25
                        

Foreign bond

  $—      $—      $100    $—      $100     5.95
                        
  Within
One Year
  After One
But  Within
Five

Years
  After Five
Years
Through
Ten Years
  After Ten
Years
  Total  Yield 

At December 31, 2009:

                        

Mortgage-backed securities

  $—    $—    $11,576  $69,465  $81,041  5.39  $—      $—      $11,576    $69,465    $81,041     5.39
                        
                   

Foreign bond

  $—    $—    $100  $—    $100  5.95  $—      $—      $100    $—      $100     5.95
                                           

At December 31, 2008:

                        

Mortgage-backed securities

  $—    $—    $1,604  $80,504  $82,108  5.41  $—      $—      $1,604    $80,504    $82,108     5.41
                                           

Foreign bond

  $—    $—    $100  $—    $100  5.95
                   

At December 31, 2007:

            

Mortgage-backed securities

  $—    $—    $—    $58,371  $58,371  5.59
                   

Foreign bond

  $—    $—    $100  $—    $100  5.95  $—      $—      $100    $—      $100     5.95
                                           

During the first quarter of 2010, the Company sold 22 held to maturity securities in order to downsize and deleverage its balance sheet, recognizing net gains of $1.35 million. This action was taken in an effort to comply with a significant increase in the regulatory capital requirements imposed on the Bank under the Consent Order issued by the FDIC and Florida Office of Financial Regulation

At December 31, 2009, $35.32010, $24.0 million of the $81.1$51.0 million in mortgage-backed securities (“MBS”) were U.S. agency MBS and $45.8$27.0 million were private label MBS. Approximately $34.7$24.2 million of the private label MBS at December 31, 20092010 were downgraded torated sub-investment grade securities during 2009 by the securities rating agencies. In general, non-investment grade securities cannot be used to collateralize borrowings and are considered to be substandard assets by the Federal regulatory agencies. We evaluate our securities, including the private label MBS, for other than temporary impairment “OTTI” on at least a quarterly basis. In 2009, we recorded a $179,000 OTTI charge to adjust for credit losses relating to five of the sub-investment grade securities with a total remaining principal balance of $13.8 million and fair value of $11.5 million. See Footnote 2 to the Consolidated Financial Statements for additional information on our securities portfolio.

Regulatory Capital Adequacy

The Bank is subjectFailure to various regulatorymeet minimum capital requirements administeredcan result in certain mandatory and, possibly, additional discretionary actions by federal and state regulators that, if undertaken, could have a direct material effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our 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 FederalConsent Order to ensure capital adequacy require us to maintain minimum amounts and state banking agencies.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, 2009, OptimumBank met2010, we did not meet the minimum applicable capital requirementsadequacy requirements. See “Supervision and Regulation – Bank Regulation- Capital Adequacy Requirements.”

As of a “well capitalized” institution. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage percentages as set forth in the following tables.

The following table sets forth for the Bank the amount and the percentage ofDecember 31, 2010, our actual regulatoryand required minimum capital regulatory capital for capital adequacy purposes, and the minimum regulatory capital to be well capitalized under the prompt corrective action provisions of the Federal regulations (dollars inratios were as follows (in thousands).:

REGULATORY CAPITAL REQUIREMENTS

 

  Actual For Capital Adequacy
Purposes
 Minimum
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
   Actual For Capital
Adequacy Purposes
 Minimum
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 Requirements of
Consent Order
 
  Amount   % Amount   % Amount   % Amount   % 

As of December 31, 2010:

             

Total Capital to Risk-Weighted Assets

  $9,639     6.70 $11,513     8.00 $14,392     10.00 $17,270     12.00

Tier I Capital to Risk-Weighted Assets

   7,817     5.43    5,757     4.00    8,635     6.00    N/A     N/A  

Tier I Capital to Total Assets

   7,817     4.02    7,786     4.00    9,733     5.00    15,572     8.00  
  Amount  % Amount  % Amount  % 

As of December 31, 2009:

                       

Total Capital to Risk-Weighted Assets

  $18,342  10.23 $14,349  8.00 $17,937  10.00   18,342     10.23    14,349     8.00    17,937     10.00    N/A     N/A  

Tier I Capital to Risk-Weighted Assets

   16,012  8.93    7,175  4.00    10,762  6.00     16,012     8.93    7,175     4.00    10,762     6.00    N/A     N/A  

Tier I Capital to Total Assets

   16,012  5.85    10,952  4.00    13,690  5.00     16,012     5.85    10,952     4.00    13,690     5.00    N/A     N/A  

As of December 31, 2008:

          

Total Capital to Risk-Weighted Assets

   29,357  18.91    12,419  8.00    15,524  10.00  

Tier I Capital to Risk-Weighted Assets

   27,451  17.68    6,210  4.00    9,314  6.00  

Tier I Capital to Total Assets

   27,451  10.71    10,254  4.00    12,818  5.00  

As of December 31, 2007:

          

Total Capital to Risk-Weighted Assets

  $27,966  17.95 $12,465  8.00 $15,581  10.00

Tier I Capital to Risk-Weighted Assets

   27,274  17.50    6,232  4.00    9,349  6.00  

Tier I Capital to Total Assets

   27,274  11.15    9,787  4.00    12,234  5.00  

   Actual  For Capital Adequacy
Purposes
  Minimum
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
   Amount   %  Amount   %  Amount   % 

As of December 31, 2008:

          

Total Capital to Risk-Weighted Assets

  $29,357     18.91 $12,419     8.00 $15,524     10.00

Tier I Capital to Risk-Weighted Assets

   27,451     17.68    6,210     4.00    9,314     6.00  

Tier I Capital to Total Assets

   27,451     10.71    10,254     4.00    12,818     5.00  

Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest-rate risk inherent in our lending and deposit-taking activities. We do not engage in securities trading or hedging activities and do not invest in interest-rate derivatives or enter into interest rate swaps.

We may utilize financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our 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 89 of Notes to Consolidated Financial Statements.

Our primary objective in managing interest-rate risk is to minimize the potential adverse impact of changes in interest rates on our net interest income and capital, while adjusting our asset-liability structure to obtain the maximum yield-cost spread on that structure. We actively monitor and manage our interest-rate risk exposure by managing our asset and liability structure. However, a sudden and substantial increase in interest rates may adversely impact our 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.

We use 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 our asset and liability management, we have emphasized establishing and implementing internal asset-liability decision processes, as well as control procedures to aid in managing our 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, our management continues to monitor our assets and liabilities to better match the maturities and repricing terms of our interest-earning assets and interest-bearing liabilities. Our 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.

The following table sets forth certain information relating to our interest-earning assets and interest-bearing liabilities at December 31, 2009,2010, that are estimated to mature or are scheduled to reprice within the period shown (dollars in thousands):

GAP MATURITY / REPRICING SCHEDULE

 

  One
Year or
Less
 More
than One
Year and
Less than
Five Years
 More
than Five
Years and
Less than
Fifteen Years
 Over
Fifteen
Years
 Total 
  One
Year or
Less
 More
than One
Year and
Less than
Five Years
 More
than Five
Years and
Less than
Fifteen Years
 Over
Fifteen
Years
 Total 

Loans (1):

            

Residential real estate loans

  $32,337   $22,629   $949   $—     $55,915    $29,194   $10,936   $—     $—     $40,130  

Multi-family real estate loans

   4,214    948    —      —      5,162     3,480    653    —      80    4,213  

Commercial real estate loans

   40,421    17,512    968    —      58,901     40,905    13,254    960    —      55,119  

Land and construction

   19,946    2,086    297    26    22,355     12,674    4,325    293    —      17,292  

Consumer loans

   576    260    —      —      836     150    208    —      —      358  
                                

Total loans

   97,494    43,435    2,214    26    143,169     86,403    29,376    1,253    80    117,112  

Federal funds sold

   26,722    —      —      —      26,722     13,154    —      —      —      13,154  

Securities (2)

   2,642    3,686    42,385    32,428    81,141     4,001    5,988    21,207    19,861    51,057  

Federal Home Loan Bank stock

   3,551    —      —      —      3,551     3,173    —      —      —      3,173  
                
                

Total rate-sensitive assets

   130,409    47,121    44,599    32,454    254,583     106,731    35,364    22,460    19,941    184,496  
                                

Deposit accounts (3):

            

Money-market deposits

   41,204    —      —      —      41,204     33,854    —      —      —      33,854  

Interest-bearing checking deposits

   1,157    —      —      —      1,157     986    —      —      —      986  

Savings deposits

   1,861    —      —      —      1,861     1,814    —      —      —      1,814  

Time deposits

   95,765    11,496    —      —      107,261     87,919    23,356    —      —      111,275  
                                

Total deposits

   139,987    11,496    —      —      151,483     124,573    23,356    —      —      147,929  

Federal Home Loan Bank advances

   15,600    23,500    18,600    —      57,700     —      11,500    20,200    —      31,700  

Other borrowings

   28,900    12,900    —      —      41,800  

Junior subordinated debenture

   5,155    —      —      —      5,155     —      —      —      5,155    5,155  
                
                

Total rate-sensitive liabilities

   189,642    47,896    18,600    —      256,138     124,573    34,856    20,200    5,155    184,784  
                                

GAP (repricing differences)

  $(59,233 $(775 $25,999   $32,454   $(1,555  $(17,842 $508   $2,260   $14,786   $(288
                
                

Cumulative GAP

  $(59,233 $(60,008 $(34,009 $(1,555   $(17,842 $(17,334 $(15,074 $(288 
                            

Cumulative GAP/total assets

   (21.94)%   (22.23)%   (12.60)%   (0.58)%     (9.38)%   (9.11)%   (7.92)%   (.15)%  
                            

 

(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, 20092010 (in thousands):

 

  One Year
or Less
   After One
But Within
Five Years
   After
Five Years
   Total 
  One Year
or Less
  After One
But Within
Five Years
  After
Five Years
  Total

Residential real estate

  $2,629  $3,387  $49,899  $55,915  $2,865    $2,360    $34,905    $40,130  

Multi-family real estate

   —     —     5,162   5,162   —       —       4,213     4,213  

Commercial real estate

   7,477   6,586   44,838   58,901   9,162     7,461     38,496     55,119  

Land and construction

   4,095   —     18,260   22,355   2,531     668     14,093     17,292  

Consumer

   576   260   —     836   150     208     —       358  
                            

Total

  $14,777  $10,233  $118,159  $143,169  $14,708    $10,697    $91,707    $117,112  
                            

The following table sets forth the maturity or repricing of loans by interest type at December 31, 20092010 (in thousands):

 

  One Year
or Less
   After One
But Within
Five Years
   After
Five Years
   Total 
  One Year
or Less
  After One
But Within
Five Years
  After
Five Years
  Total

Fixed interest rate

  $13,021  $7,025  $1,166  $21,212  $14,557    $5,405    $254    $20,216  

Variable interest rate

   1,780   3,208   116,969   121,957   5,442     —       91,454     96,896  
                            

Total

  $14,801  $10,233  $118,135  $143,169  $19,999    $5,405    $91,708    $117,112  
                            

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

We are party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit. At December 31, 2009,2010, we had no outstanding commitments to originate real estate loans. 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.

Our 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. We use the same credit policies in making commitments as we do 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. We evaluate each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if we deem it necessary in order to extend credit, is based on management’s credit evaluation of the counterparty.

The following is a summary of the Bank’s contractual obligations, including certain on-balance sheet obligations, at December 31, 20092010 (in thousands):

 

  Payments Due by Period
  Total  Less
Than 1
Year
  1-3
Years
  3-5
Years
  More
Than 5
Years
  Payments Due by Period 
Contractual Obligations            Total   Less
Than 1
Year
   1-3
Years
   3-5
Years
   More
Than 5
Years
 

Federal Home Loan Bank advances

  $57,700  $10,000  $—    $27,500  $20,200  $31,700    $—      $11,500    $—      $20,200  

Junior subordinated debenture

   5,155   —     —     —     5,155   5,155     —       —       —       5,155  

Other borrowings

   41,800   —     28,900   12,900   —  

Operating leases

   425   133   292   —     —     297     133     164     —       —    
                    
               

Total

  $105,080  $10,133  $29,192  $40,400  $25,355  $37,152    $133    $11,664    $—      $25,355  
                                   

Deposits

Deposits traditionally are the primary source of funds for our use in lending, making investments and meeting liquidity demands. We have focused on raising time deposits primarily within our market area, which is the tri-county area of Broward, Miami-Dade and Palm Beach counties. However, we offer a variety of deposit products, which we promote within our market area. Net deposits decreased $3.4 million in 2010 and increased $36.8 million in 2009 and decreased $10.1 million in 2008.2009.

We have used brokered deposits to facilitate mortgage loan fundings in circumstances when larger than anticipated loan volumes occur and there is limited time to fund the additional loan demand through traditional deposit solicitation. In general, brokered deposits can be obtained in one to three days. The rates paid on these deposits are typically equal to or slightly less than the high end of the interest rates in our market area. Brokered deposits amounted to $13.9$1.7 million and $13.7$13.9 million as of December 31, 20092010 and December 31, 2008,2009, respectively. Starting in December, 2009, weWe have reduced our reliance on brokered deposits which are considered a more volatile source of funding by no longer accepting or rolling over existing brokered deposits.

The following table displays the distribution of the Bank’s deposits at December 31, 2010, 2009 2008 and 20072008 (dollars in thousands):

 

  At December 31, 
  At December 31,   2010 2009 2008 
  2009 2008 2007   Amount   % of
Deposits
 Amount   % of
Deposits
 Amount   % of
Deposits
 
  Amount  % of
Deposits
 Amount  % of
Deposits
 Amount  % of
Deposits
 

Noninterest-bearing demand deposits

  $199  .13 $90  .08 $1,304  1.04  $309     .21 $199     .13 $90     .08

Interest-bearing demand deposits

   1,157  .76    1,464  1.27    967  .77     986     .67    1,157     .76    1,464     1.27  

Money-market deposits

   41,204  27.16    28,009  24.37    26,760  21.40     33,854     22.83    41,204     27.16    28,009     24.37  

Savings

   1,861  1.24    1,195  1.04    475  .39     1,814     1.22    1,861     1.24    1,195     1.04  
                      
                   

Subtotal

   44,421  29.29    30,758  26.76    29,506  23.60     36,963     24.93    44,421     29.29    30,758     26.76  
                                         

Time deposits:

                    

0.00% – 0.99%

  $8,056  5.31 $—    —   $—    —     9,046     6.10   $8,056     5.31 $—       —  

1.00% – 1.99%

   35,524  23.42    —    —      —    —       83,601     56.40    35,524     23.42    —       —    

2.00% – 2.99%

   52,719  34.76    7,696  6.70    —    —       15,455     10.43    52,719     34.76    7,696     6.70  

3.00% – 3.99%

   2,568  1.69    39,678  34.53    11,721  9.37     987     .67    2,568     1.69    39,678     34.53  

4.00% – 4.99%

   7,562  4.99    35,627  31.00    44,680  35.73     1,460     .98    7,562     4.99    35,627     31.00  

5.00% – 5.99%

   810  .53    1,146  1.00    37,801  30.23     726     .49    810     .53    1,146     1.00  

6.00% – 6.99%

   22  .01    20  .01    1,326  1.07     —       —      22     .01    20     .01  
                                         

Total time deposits (1)

   107,261  70.71    84,167  73.24    95,528  76.40     111,275     75.07    107,261     70.71    84,167     73.24  
                      
                   

Total deposits

  $151,682  100.00 $114,925  100.00 $125,034  100.00  $148,238     100.00 $151,682     100.00 $114,925     100.00
                                         

 

(1)Included are Individual Retirement Accounts (IRA’s) totaling $8,790,000$8,745,000 and $6,618,000$8,790,000 at December 31, 20092010 and 2008,2009, respectively, all of which are in the form of time deposits.

Deposits of $100,000 or more, or Jumbo Time Deposits, are generally considered a more unpredictable source of funds. The following table sets forth our maturity distribution of deposits of $100,000 or more at December 31, 20092010 and 20082009 (in thousands):

 

    At December 31,
    2009  2008

Due three months or less

  $9,060  $5,980

Due more than three months to six months

   14,083   6,225

More than six months to one year

   25,608   21,551

One to five years

   3,887   3,103
        

Total

  $52,638  $36,859
        

   At December 31, 
   2010   2009 

Due three months or less

  $14,829    $9,060  

Due more than three months to six months

   7,036     14,083  

More than six months to one year

   19,495     25,608  

One to five years

   9,949     3,887  
          

Total

  $51,309    $52,638  
          

ANALYSIS OF RESULTS OF OPERATIONS

Our 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. Our interest-rate spread is affected by regulatory, economic, and competitive factors that influence interest rates, loan demand, and deposit flows. Our 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.

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):

 

 Years Ended December 31,   Years Ended December 31, 
 2009 2008 2007   2010 2009 2008 
 Average
Balance
 Interest
and
Dividends
 Average
Yield/
Rate
 Average
Balance
 Interest
and
Dividends
 Average
Yield/
Rate
 Average
Balance
 Interest
and
Dividends
 Average
Yield/
Rate
   Average
Balance
   Interest
and
Dividends
   Average
Yield/
Rate
 Average
Balance
   Interest
and
Dividends
   Average
Yield/
Rate
 Average
Balance
   Interest
and
Dividends
   Average
Yield/
Rate
 

Interest-earning assets:

                         

Loans

 $158,157 $8,986 5.68 $162,157 $11,236 6.93 $176,679 $13,086 7.41  $129,947    $6,301     4.85 $158,157    $8,986     5.68 $162,157    $11,236     6.93

Securities

  89,129  4,985 5.59    76,975  4,183 5.43    50,891  2,803 5.51     45,027     2,409     5.35    89,129     4,985     5.59    76,975     4,183     5.43  

Other interest-earning assets (1)

  16,953  35 0.21    4,786  151 3.16    4,364  248 5.68     33,555     77     0.23    16,953     35     0.21    4,786     151     3.16  
                                           

Total interest-earning assets/interest income

  264,239  14,006 5.30    243,918  15,570 6.38    231,934  16,137 6.96     208,529     8,787     4.21    264,239     14,006     5.30    243,918     15,570     6.38  
                      
            

Cash and due from banks

  2,176    538    346     1,164        2,176        538      

Premises and equipment

  3,017    3,181    3,433     2,872        3,017        3,181      

Other assets

  1,933    3,234    2,609     7,341        1,933        3,234      
                      
            

Total assets

 $271,365   $250,871   $238,322    $219,906       $271,365       $250,871      
                                  

Interest-bearing liabilities:

                         

Savings, NOW and money-market deposits

  38,616  713 1.85    32,291  1,024 3.17    26,648  1,196 4.49     41,555     486     1.17    38,616     713     1.85    32,291     1,024     3.17  

Time deposits

  94,838  2,913 3.07    81,461  3,497 4.29    97,269  4,640 4.77     114,817     2,297     2.00    94,838     2,913     3.07    81,461     3,497     4.29  

Borrowings (4)

  113,175  4,725 4.17    109,961  4,690 4.27    86,089  3,864 4.49     51,194     2,084     4.07    113,175     4,725     4.17    109,961     4,690     4.27  
                                           

Total interest-bearing liabilities/interest expense

  246,629  8,351 3.39    223,713  9,211 4.12    210,006  9,700 4.62     207,566     4,867     2.34    246,629     8,351     3.39    223,713     9,211     4.12  
                      
            

Noninterest-bearing demand deposits

  449    715    1,684     507        449        715      

Other liabilities

  3,620    3,478    5,289     5,208        3,620        3,478      

Stockholders’ equity

  20,667    22,965    21,343     6,625        20,667        22,965      
                                  

Total liabilities and stockholders’ equity

 $271,365   $250,871   $238,322    $219,906       $271,365       $250,871      
                      
            

Net interest income

  $5,655   $6,359   $6,437     $3,920       $5,655       $6,359    
                                  

Interest rate spread (2)

   1.91   2.26   2.34       1.87      1.91      2.26
                      
               

Net interest margin (3)

   2.14   2.61   2.78       1.88      2.14      2.61
                                     

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

   1.07     1.09     1.10         1.00        1.07        1.09  
                                     

 

(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.

RATE/VOLUME ANALYSIS

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):

 

  Year Ended December 31, 
    2010 versus 2009   
  Year Ended December 31,
2009 versus 2008
Increases (Decreases) Due to Change In:
   Increases (Decreases) Due to Change In: 
  Rate Volume Rate/
Volume
 Total   Rate Volume Rate/
Volume
 Total 

Interest-earning assets:

          

Loans

  $(2,023 $(277 $50   $(2,250  $(1,317 $(1,603 $235   $(2,685

Securities

   123    660    19    802     (216  (2,467  107    (2,576

Other interest-earning assets

   (140  383    (359  (116   3    35    4    42  
             
             

Total interest-earning assets

   (2,040  766    (290  (1,564   (1,530  (4,035  346    (5,219
                          

Interest-bearing liabilities:

          

Savings, NOW and money-market

   (428  201    (84  (311   (261  54    (20  (227

Time deposits

   (995  574    (163  (584   (1,016  614    (214  (616

Other

   (99  136    (2  35     (119  (2,588  66    (2,641
                          

Total interest-bearing liabilities

   (1,522  911    (249  (860   (1,396  (1,920  (168  (3,484
                          

Net interest income

  $(518 $(145 $(41 $(704  $(134 $(2,115 $514   $(1,735
             
               Year Ended December 31, 
    2009 versus 2008   
  Year Ended December 31,
2008 versus 2007
Increases (Decreases) Due to Change In:
   Increases (Decreases) Due to Change In: 
  Rate Volume Rate/
Volume
 Total   Rate Volume Rate/
Volume
 Total 

Interest-earning assets:

          

Loans

  $(844 $(1,076 $70   $(1,850  $(2,023 $(277 $50   $(2,250

Securities

   (37  1,437    (20  1,380     123    660    19    802  

Other interest-earning assets

   (111  23    (9  (97   (140  383    (359  (116
                          

Total interest-earning assets

   (992  384    41    (567   (2,040  766    (290  (1,564
                          

Interest-bearing liabilities:

          

Savings, NOW and money-market

   (351  253    (74  (172   (428  201    (84  (311

Time deposits

   (464  (754  75    (1,143   (995  574    (163  (584

Other

   (192  1,070    (52  826     (99  136    (2  35  
                          

Total interest-bearing liabilities

   (1,007  569    (51  (489   (1,522  911    (249  (860
             
             

Net interest income

  $15   $(185 $92   $(78  $(518 $(145 $(41 $(704
                          

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

General. Net loss for the year ended December 31, 2010, was $8,453,000 or $(10.32) per basic and diluted share compared to a net loss of $11,481,000 or $(14.01) per basic and diluted share for the year ended December 31, 2009. This $3.0 million decrease in the Company’s net loss was primarily due to a $12,149,000 decrease in the provision for loan losses partially offset by a net $2.3 million expense associated with downsizing the Company, a $3.9 million reduction in income tax benefit and a $1.1 million increase in professional fees associated with loan foreclosures, workouts, and regulatory matters.

Interest Income. Interest income decreased to $8.8 million for the year ended December 31, 2010 compared to $14.0 million for the year ended December 31, 2009. Interest income on loans decreased to $6.3 million due primarily to a decrease in the average loan portfolio balance and a decrease in the average yield earned in 2010 due to an increase in the average balance of non-performing loans in 2010. Interest on securities decreased by $2.6 million due primarily to a decrease in the average balance of the securities portfolio in 2010.

Interest Expense.Interest expense on deposit accounts decreased to $2.8 million for the year ended December 31, 2010, from $3.6 million for the year ended December 31, 2009. Interest expense on deposits decreased primarily because of a decrease in the average yield paid in 2010 partially offset by an increase in the average balance of deposits. Interest expense on borrowings decreased to $2.1 million for the year ended December 31, 2010 from $4.7 million for the year ended December 31, 2009 due primarily to a decrease in the average balance of borrowings.

Provision for Loan Losses. The provision for the year ended December 31, 2010, was $3.6 million compared to $15.8 million for the same period in 2009. 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, 2010. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, loans identified as impaired, general economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. The allowance for loan losses totaled $3.7 million or 3.16% of loans outstanding at December 31, 2010, compared to $9.4 million, or 6.54% of loans outstanding at December 31, 2009. The decrease in the allowance was due to the use of specific reserves for charge-offs of loans deemed uncollectible. Management believes the balance in the allowance for loan losses at December 31, 2010 is adequate.

Noninterest Income. Total noninterest income increased to $1.4 million for the year ended December 31, 2010, from $(145,000) for the year ended December 31, 2009 primarily due to gains recognized on the sale of securities as part of the downsizing of the Company in the first quarter of 2010 and an other-than-temporary impairment on securities recorded for $179,000 in 2009.

Noninterest Expenses. Total noninterest expenses increased to $9.8 million for the year ended December 31, 2010 from $4.7 million for the year ended December 31, 2009, primarily due to a loss on the early extinguishment of debt associated with the Company’s downsizing, and an increase in professional fees due to legal and consulting expenses associated with loan foreclosure, loan workouts, and regulatory matters, and write-downs on foreclosed real estate, all occurring in the 2010 period.

Income Taxes (Benefit). The income tax expense for the year ended December 31, 2010 was $349,000. The income tax benefit for the year ended December 31, 2009 was $3,501,000.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

General. Net loss for 2009 was $(11,481,000),were $11,481,000, or $(3.50)$14.01 per basic and diluted share, $12 million lessmore than net earnings in 2008. The primary factors explaining the decline were a $.5 decrease in noninterest income (expense) coupled with a $14.4 million increase in the provision for loan losses, coupled with a $.5 million decrease in noninterest income (expense) and a $.7 million decrease in net interest income, partially offset by a $4.3 million decrease in income tax expense, all of which were reflections of the continued deterioration of the real estate market in Florida specifically and the overall economy in general. These and other factors contributing to our 2009 net loss are discussed below.expense.

Interest Income. Interest income decreased to $14.0 million for 2009 compared to $15.6 million for 2008. Interest income on loans decreased to $2.3$9.0 million due primarily to a decrease in the average loan portfolio balance and a decrease in the average yield earned in 2009. Interest on securities increased by $.8 million due primarily to an increase in the average balance of the securities portfolio in 2009.

Interest Expense.Expense. Interest expense on deposit accounts decreased to $3.6 million for 2009, from $4.5 million for 2008. Interest expense on deposits decreased primarily because of a decrease in rates paid in 2009. Interest expense on borrowings remained at $4.7 million for 2009 and 2008.

Provision for Loan Losses.Losses. The provision for 2009 increased $14.4 million towas $15.8 million during 2009 compared to $1.4 million for 2008. In 2009, the provision was primarily to reflect the impairment in value of specific loans in the amount of $5.5 million and charge-offs of uncollectible balances of $8.3 million. Our policyThe provision for loan losses is charged to maintainearnings as losses are estimated to have occurred in order to bring the total allowance for loan losses atto a level sufficient to absorb probable incurred losses inherent in the loan portfolio. The allowance is increaseddeemed appropriate by the provision for loan losses, which is a charge to current period earnings, and is decreased by charge-offs, net of recoveries on prior loan charge-offs.management. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, loans identified as impaired, currentgeneral economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. As these factors change, the level of loan loss provision changes. The allowance for loan losses totaled $9.4 million or 6.54% of loans outstanding at December 31, 2009, compared to $1.9 million, or 1.18% of loans outstanding at December 31, 2008. Management believes the balance in the allowance for loan losses at December 31, 2009 is also discussed as part of “Loan Portfolio, Asset Quality and Allowance for Loan Losses.”adequate.

Noninterest Income (Expense).. Total noninterest income (expense) decreased to $(145,000) for 2009, from $393,000 for 2008 primarily as a result of a decrease in loan prepayment fees, late charge fees and an other-than-temporary impairment on securities of $179,000 in 2009.

Noninterest Expenses. Total noninterest expenses increased to $4.7 million for 2009 from $4.5 million for 2008, primarily due to a special assessment by the Federal Deposit Insurance Corporation of $119,000 in 2009.

Income Taxes (Benefit).. Income tax benefit for 2009, was $(3,501,000) (an effective rate of 23.4%) compared to income taxes of $313,000 (an effective rate of 37.6%) for 2008.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

General. Net earnings for 2008 were $520,000, or $.17 per basic and $.16 per diluted share, $1.2 million less than in 2007. The primary factors explaining the decline were a $796,000 increase in noninterest expenses coupled with an $898,000 increase in the provision for loan losses, and a $78,000 decrease in net interest income, partially offset by a $690,000 decrease in income tax expense.

Interest Income. Interest income decreased to $15.6 million for 2008 compared to $16.1 million for 2007. Interest income on loans decreased to $11.2 million due primarily to a decrease in the average loan portfolio balance and a decrease in the average yield earned in 2008. Interest on securities increased by $1.4 million due primarily to an increase in the average balance of the securities portfolio in 2008.

Interest Expense.Interest expense on deposit accounts decreased to $4.5 million for 2008, from $5.8 million for 2007. Interest expense on deposits decreased primarily because of a decrease in the average balance of deposits and rates paid in 2008. Interest expense on borrowings increased to $4.7 million for 2008 from $3.9 million for 2007 due primarily to an increase in the average balance of borrowings.

Provision for Loan Losses. The provision for 2008 increased $.9 million to $1.4 million for 2009 compared to $.5 million for 2007. In 2008, the provision was primarily to reflect the impairment in value of ten loans in the amount of $1.1 million. Our policy is to maintain the allowance for loan losses at a level sufficient to absorb probable incurred losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is a charge to current period earnings, and is decreased by charge-offs, net of recoveries on prior loan charge-offs. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, loans identified as impaired, current economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. As these factors change, the level of loan loss provision changes. The allowance for loan losses is also discussed as part of “Loan Portfolio, Asset Quality and Allowance for Loan Losses.”

Noninterest Income. Total noninterest income decreased to $393,000 for 2008, from $533,000 for 2007 primarily as a result of a litigation settlement of $155,000 in 2007 and a decrease in loan prepayment fees.

Noninterest Expenses. Total noninterest expenses increased to $4.5 million for 2008 from $3.7 million for 2007, primarily due to losses relating to foreclosed assets.

Income Taxes. Income taxes for 2008, were $313,000 (an effective rate of 37.6%) compared to income taxes of $1,003,000 (an effective rate of 36.5%) for 2007.

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 our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our 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.

Selected Quarterly Results

Selected quarterly results of operations for the four quarters ended December 31, 2009 and 2008 are as follows (in thousands, except share amounts):

    2009  2008
   Fourth
Quarter
  Third
Quarter
  Second
Quarter
  First
Quarter
  Fourth
Quarter
  Third
Quarter
  Second
Quarter
  First
Quarter

Interest income

  $2,806   $3,548   $3,985   $3,667  $3,665   $3,900  $3,980   $4,025

Interest expense

   1,868    2,076    2,217    2,190   2,260    2,283   2,319    2,349
                                

Net interest income

   938    1,472    1,768    1,477   1,405    1,617   1,661    1,676

Provision (credit) for loan losses

   10,554    733    4,102    405   1,213    47   (7  121
                                

Net interest income after provision for loan losses

   (9,616  739    (2,334  1,072   192    1,570   1,668    1,555

Noninterest income

   12    (165  (23  31   235    78   38    42

Noninterest expense

   1,490    1,077    1,121    1,010   1,228    1,325   1,083    909
                                

(Loss) earnings before income taxes

   (11,094  (503  (3,478  93   (801  323   623    688

Net (loss) earnings

   (9,056  (313  (2,170  58   (498  201   388    429

Basic (loss) earnings per common share

   (2.76  (.10  (.66  .02   (.16  .06   .12    .13

Diluted (loss) earnings per common share

   (2.76  (.10  (.66  .02   (.16  .06   .12    .13

Item 7.Financial Statements

Item 8. Financial Statements

The financial statements of OptimumBank Holding, Inc. as of and for the years ended December 31, 20092010 and 20082009 are set forth in this Form 10-KSB10-K as Exhibit 13.1 and contain the following information:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets, December 31, 20092010 and 20082009

Consolidated Statements of EarningsOperations for the Years Ended December 31, 20092010 and 20082009

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 20092010 and 20082009

Consolidated Statements of Cash Flows for the Years Ended December 31, 20092010 and 20082009

Notes to Consolidated Financial Statements, December 31, 20092010 and 20082009 and for the Years Then Ended

Item 8.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A(T). Controls and Procedures

Item 8A(T).Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon management’s evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, our Principal Executive Officer and PrincipalChief 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

Our 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, 2009.2010. In making this assessment, the Company used the criteria set forth inInternal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.2010.

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 temporary 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

On November 23, 2009, the Company restated its interim financial statements for the three and six months ended June 30, 2009. In the restatement, management increased the level of impaired loans and reported substantial additional provisions for loan losses and charge offs related to impaired real estate loans for the three months ended June 30, 2009. ManagementWe have made the adjustments to the Company’s financial statements based on, among other things, management’s review of additional information regarding the Company’s real estate loan portfolio, reevaluation of the underlying collateral and identification of continued deteriorationno significant changes in the ability of some of the borrowers to make loan payments.

As a result of the restatement, management reevaluated the effectiveness of the Company’s disclosureour internal controls and procedures and internal control over financial reporting as of June 30, 2009, includingduring the identification of any material weaknesses in the Company’s internal controls. Management concluded that the Company’s internal controls contained material weaknesses as of June 30, 2009, with respect to the proper identification and accounting for impaired loans, in particular, troubled debt restructurings.

In the last quarter of 2009, management instituted changes to the Company’s internal financial accounting controls to address the material weaknesses that existed as of June 30, 2009 with respect to the proper identification and accounting for impaired loans, in particular, troubled debt restructurings. These changes included the formation of a loan workout committee, consisting of executive management, a non-management director, and servicing, credit administration and loan officers. The committee meets at least monthly to identify, evaluate and report on delinquent, restructured and impaired loans and foreclosed real estate. There have been no other changes in the Company’s internal control over financial reportingended December 31, 2010 that have materially affected or are reasonably likely to materially affect the Company’sour internal control over financial reporting.

(d) Limitations on the Effectiveness of Controls

Our management, including our Principal Executive Officer and PrincipalChief Financial Officer, does not expect that our 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 8B.Other Information

Item 9B. Other Information

The Company did not fail to file any Form 8-K or to disclose any information required to be disclosed therein during the fourth quarter of 2009.2010.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 9.Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

OptimumBank 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, a copy of which is incorporated by reference into this Form 10-K10-KSB as Exhibit 14.1. This Code of Ethics is also posted on our website atwww.optimumbank.com/corpgovernance.html.

The information contained under the sections captioned “Nominees” and “Executive Officers Who Are Not Directors” under “Proposal 1: Election of Directors and Management Information” and “The Board of Directors Meetings and Committees” under “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” in the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held onin June 3, 2009, at 10:00 a.m.2011, to be filed with the SEC pursuant to Regulation 14A within 120 days of the registrant’s fiscal year end (the “Proxy Statement”), is incorporated herein by reference.

Item 10.Executive Compensation

Item 11. Executive Compensation

The information contained under the sections captioned “Directors’ Compensation,” “Information Regarding Executive Officer Compensation,” and “Certain Relationship and Related Transactions,” in the Proxy Statement, is incorporated herein by reference.

Item 11.Security Ownership of Certain Beneficial Owners and Management

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information contained under the section captioned “Information Regarding Beneficial Ownership of Principal Shareholders, Directors and Management” in the Proxy Statement is incorporated herein by reference.

We had one compensation plan under which shares of our common stock were issuable at December 31, 2009.2010. This plan is our Stock Option Plan, and was previously approved by our stockholders. The following table sets forth information as of December 31, 20082010 with respect to the number of shares of our common stock issuable pursuant to the Stock Option Plan:this plan.

EQUITY COMPENSATION PLAN INFORMATION

 

  (a)  (b)  (c)  (a)   (b)   (c) 

Plan Category

  Number of Securities
to  be Issued Upon Exercise
of Outstanding Options
Warrants and Rights
  Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants And
Rights
  Number of Securities
Remaining  Available for
Future Issuance under
Equity Compensation

Plans (excluding
Securities Reflected

in Column (a)
  Number of  Securities
to be Issued Upon Exercise
of Outstanding Options
Warrants and Rights
   Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and

Rights
   Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
Securities Reflected in
Column (a)
 

Equity compensation plans approved by security holders

  419,956  $7.13  123,739   69,132    $30.05     66,794  
            

Total

  419,956  $7.13  123,739
         
Item 12.Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information contained under the section captioned “Certain Relationships and Related Transactions,” and sections captioned “Director Independence” and “The Board of Directors Meetings and Committees” under “Corporate Governance” in the Proxy Statement is incorporated herein by reference.

Item 13.Exhibits

(a) The following documents are filed as part of this report

The following exhibits are filed with or incorporated by reference into this report. The exhibits denominated by (i) an asterisk (*) were previously filed as a part of a Registration Statement on Form 10-SB under the Exchange Act, filed with the Federal Deposit Insurance Corporation on March 28, 2003; (ii) a double asterisk (**)were previously filed as part of a current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 11, 2004; and (iii) a triple asterisk (***)were previously filed as part of a Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004; (iv) a quadruple asterisk (****) were previously filed as part of an Annual Report on Form 10-KSB filed with the SEC on March 31, 2006; (v) a quintuple asterisk (*****) were previously filed as part of an Annual Report on Form 10-KSB filed with the SEC on March 31, 2008; and (vi) a sextuple asterisk (******) were previously filed as part of an Annual Report on Form 10-K filed with the SEC on March 31, 2009.

3. Exhibits

**3.1Articles of Incorporation
******3.2Articles of Amendment to Articles of Incorporation
***3.3Bylaws
****4.1Form of stock certificate
*****10.1(a) Amended and Restated Stock Option Plan
*10.3(a) Agreement between OptimumBank, Albert J. Finch and Richard L. Browdy dated June 14, 2002
13.1Consolidated Financial Statements of OptimumBank Holdings, Inc. and Report of Independent Registered Public Accounting Firm
*****14.1Code of Ethics for Chief Executive Officer and Senior Financial Officers
21.1Subsidiaries of the Registrant
31.1Certification of Principal Executive and Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
32.1Certification of Principal Executive and Principal Financial Officer under §906 of the Sarbanes-Oxley Act of 2002

(a)Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit.

Item 14.Principal Accountant Fees and Services

Item 14. Principal Accounting Fees and Services

The information contained under the section captioned “Independent Accountants” in the Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The financial statements of OptimumBank Holding, Inc. as of and for the years ended December 31, 2010 and 2009 are set forth in this Form 10-K as Exhibit 13.1 and contain the following information:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets, December 31, 2010 and 2009

Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2010 and 2009

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009

Notes to Consolidated Financial Statements, December 31, 2010 and 2009 and for the Years Then Ended

(2) See Exhibit Index.

SIGNATURES

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 the15th 15th day of April 2010.2011.

 

OPTIMUMBANK HOLDINGS, INC.

/s/ Richard L. Browdy

Richard L. Browdy
President and Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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 April 15, 2010.2011.

 

Signature

  

Title

/s/ Richard L. Browdy

Richard L. Browdy

  Director
Richard L. Browdy 

/s/ Sam Borek

Sam Borek

  Director and Chairman of the Board
Sam Borek

/s/ Jerry Grace

Jerry Grace

Director 

/s/ H. David Krinsky

Director
H. David Krinsky

/s/ Wendy Mitchler

Wendy Mitchler

  Director
Wendy Mitchler 

/s/ Larry Willis

Larry Willis

  Director
Larry Willis

/s/ Robert Acri

Robert Acri

Director 

Exhibit IndexEXHIBIT INDEX

 

Exhibit
No.

  

Description of Exhibit

  3.1Articles of Incorporation (incorporated by reference from Current Report on Form 8- K filed with the Securities and Exchange Commission (“SEC”) on May 11, 2004
  3.2Articles 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)
  3.3Articles 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)
  4.3Bylaws (incorporated by reference from Current Report on Form 8-K filed with the SEC on May 11, 2004
  4.1Form of stock certificate (incorporated by reference from Quarterly Report on Form 10- QSB filed with the SEC on August 12, 2004)
10.1Amended and Restated Stock Option Plan (incorporated by reference from Annual Report on Form 10-KSB filed with the SEC on March 31, 2006)
10.2Stipulation to Entry of Consent Order and Consent Order between OptimumBank, Federal Deposit Insurance Corporation and State of Florida Office of Financial Regulation dated April 16, 2010 (incorporated by reference from current report on Form 8-K filed with the SEC on April 26, 2010)
10.3Agreement between OptimumBank, Albert J. Finch and Richard L. Browdy dated June 14, 2002 (incorporated by reference from Registration Statement on Form 10-SB under the Exchange Act, filed with the Federal Deposit Insurance Corporation on March 28, 2003) (a)
10.4Written 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)
13.1  Consolidated Financial Statements of OptimumBank Holdings, Inc. and Report of Independent Registered Public Accounting Firm
14.1Code 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)
21.1  Subsidiaries of the Registrant
31.1  Certification of Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
32.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906under §906 of the Sarbanes-Oxley Act of 2002

(a)Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit.

39