UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~March 31,~~June 30, 2012

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

For the transition period from __________ to _________

Commission File Number:000-50755

~~OPTIMUMBANK HOLDINGS, INC.~~

~~(Exact name of registrant as specified in its charter)~~

		OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Florida

000-50755

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

~~2477 East Commercial Boulevard, Fort Lauderdale, FL 33308~~

~~(Address of principal executive offices)~~

~~954-776-2332~~

~~(Registrant’s telephone number, including area code)~~

~~N/A~~

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

2477 East Commercial Boulevard, Fort Lauderdale, FL 33308

(Address of principal executive offices)

954-776-2332

(Registrant’s telephone number, including area code)

N/A

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

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

YesxS No¨£

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YesxS No¨£

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨£ NoxS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:~~26,549,897~~27,380,994 shares of Common Stock, $.01 par value, issued and outstanding as of ~~May 10,~~August 9, 2012

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	Page

~~PART I. FINANCIAL INFORMATION~~

~~Item 1. Financial Statements~~

Condensed Consolidated Balance Sheets - ~~March 31,~~June 30, 2012 (unaudited) and December 31, 2011	2
		2

Condensed Consolidated Statements of Operations - Three and Six Months ended ~~March 31,~~June 30, 2012 and 2011 (unaudited)	3
		3

Condensed Consolidated Statements of Comprehensive Loss - Three and Six Months ended ~~March 31,~~June 30, 2012 and 2011 (unaudited)	4
		4

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - ~~Three~~Six Months ended ~~March 31,~~June 30, 2012 and 2011 (unaudited)	5
		5

Condensed Consolidated Statements of Cash Flows - ~~Three~~Six Months ended ~~March 31,~~June 30, 2012 and 2011 (unaudited)	6-7
		~~6-7~~

Notes to Condensed Consolidated Financial Statements (unaudited)	8-27
		~~8-27~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28-35
		~~28-33~~

Item 4. Controls and Procedures	36
		34

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 6. Exhibits	36
		34

SIGNATURES		35	37

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)


	March 31, 2012			December 31, 2011
	(Unaudited)						June 30,			December 31,
Assets							2012			2011
							(Unaudited)

Cash and due from banks	$	2,270		$	1,101		$	817		$	1,101
Interest-bearing deposits with banks		6,189			5,123			5,165			5,123
Federal funds sold		15,632			16,552			22,071			16,552


Total cash and cash equivalents		24,091			22,776			28,053			22,776

Securities held to maturity (fair value of $100)		100			100
Securities available for sale		26,946			28,907			25,004			28,907
Loans, net of allowance for loan losses of $1,975 and $2,349		88,254			89,217
Loans, net of allowance for loan losses of $2,102 and $2,349								86,641			89,217
Federal Home Loan Bank stock		2,159			2,159			1,770			2,159
Premises and equipment, net		2,673			2,691			2,738			2,691
Foreclosed real estate, net		7,643			7,646			9,088			7,646
Accrued interest receivable		495			499			484			499
Other assets		577			477			370			577


Total assets	$	152,938		$	154,472		$	154,148		$	154,472


Liabilities and Stockholders’ Equity

Liabilities:
Noninterest-bearing demand deposits		488			515			427			515
Savings, NOW and money-market deposits		34,688			35,538			36,268			35,538
Time deposits		70,357			71,842			69,969			71,842


Total deposits		105,533			107,895			106,664			107,895

Federal Home Loan Bank advances		31,700			31,700			31,700			31,700
Junior subordinated debenture		5,155			5,155			5,155			5,155
Advanced payment by borrowers for taxes and insurance		509			567			897			567
Official checks		457			1,113			1,324			1,113
Other liabilities		1,410			1,256			731			1,256


Total liabilities		144,764			147,686			146,471			147,686


Stockholders’ equity:
Preferred stock, no par value; 6,000,000 shares authorized, no shares issued or outstanding		0			0			0			0
Common stock, $.01 par value; 50,000,000 shares authorized, 26,487,397 and 22,411,108 shares issued and outstanding in 2012 and 2011		265			224
Common stock, $.01 par value; 50,000,000 shares authorized, 26,880,994 and 22,411,108 shares issued and outstanding in 2012 and 2011								269			224
Additional paid-in capital		29,093			27,491			29,251			27,491
Accumulated deficit		(20,573	)		(19,991	)		(21,343	)		(19,991	)
Accumulated other comprehensive loss		(611	)		(938	)		(500	)		(938	)


Total stockholders’ equity		8,174			6,786			7,677			6,786


Total liabilities and stockholders’ equity	$	152,938		$	154,472		$	154,148		$	154,472

~~See Accompanying Notes to Condensed Consolidated Financial Statements.~~

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~

~~Condensed Consolidated Statements of Operations (Unaudited)~~

~~(in thousands, except per share amounts)~~

   Three Months Ended
March 31,
   2012 2011
Interest income:

Loans
   $ 995    $ 1,289
Securities
   298    529
Other
   16    15


Total interest income
   1,309    1,833


Interest expense:

Deposits
   291    550
Borrowings
   389    380


Total interest expense
   680    930


Net interest income
   629    903
Provision for loan losses
   27    34


Net interest income after provision for loan losses
   602    869


Noninterest income:

Service charges and fees
   3    10
Other
   1    6


Total noninterest income
   4    16


Noninterest expenses:

Salaries and employee benefits
   410    476
Professional fees
   239    390
Occupancy and equipment
   119    133
Data processing
   50    52
Insurance
   70    114
Foreclosed real estate expenses
   68    391
Regulatory assessment
   44    221
Other
   188    265


Total noninterest expenses
   1,188    2,042


Net loss
   $ (582 ) $ (1,157 )


Net loss per share:

Basic
   $ (.03 ) $ (1.41 )


Diluted
   $ (.03 ) $ (1.41 )


Dividends per share
   $ 0    $ 0


~~See Accompanying Notes to Condensed Consolidated Financial Statements.~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Condensed Consolidated Statements of Comprehensive Loss (Unaudited)~~
~~(In thousands)~~

   Three Months Ended
March 31,
   2012 2011
Net loss
   $ (582 ) $ (1,157 )
Other comprehensive loss-

Unrealized gains on securities available for sale-

Unrealized holding gains arising during period
   327    0


Comprehensive loss
   $ (255 ) $ (1,157 )


~~See Accompanying Notes to Condensed Consolidated Financial Statements.~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Condensed Consolidated Statements of Stockholders’ Equity~~
~~Three Months Ended March 31, 2012 and 2011~~
~~(Dollars in thousands)~~

   Common Stock    Additional
Paid-In
Capital    Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity
   Shares    Amount
Balance at December 31, 2010
   819,358       $ 8       $ 19,071       $ (16,244 ) $ 0    $ 2,835
Net loss for the three months ended March 31, 2011 (unaudited)
   0       0       0       (1,157 ) 0    (1,157 )








Balance at March 31, 2011 (unaudited)
   819,358       $ 8       $ 19,071       $ (17,401 ) $ 0    $ 1,678








Balance at December 31, 2011
   22,411,108       $ 224       $ 27,491       $ (19,991 ) $ (938 ) $ 6,786
Net loss for the three months ended March 31, 2012 (unaudited)
   0       0       0       (582 ) 0    (582 )
Net change in unrealized loss on securities available for sale (unaudited)
   0       0       0       0    327    327
Proceeds from sale of common stock (unaudited)
   4,076,289       41       1,602       0    0    1,643








Balance at March 31, 2012 (unaudited)
   26,487,397       $ 265       $ 29,093       $ (20,573 ) $ (611 ) $ 8,174








~~See Accompanying Notes to Condensed Consolidated Financial Statements.~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Condensed Consolidated Statements of Cash Flows (Unaudited)~~
~~(In thousands)~~

   Three Months Ended
March 31,
   2012 2011
Cash flows from operating activities:

Net loss
   $ (582 ) $ (1,157 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization
   26    33
Provision for loan losses
   27    34
Net amortization of fees, premiums and discounts
   9    (69 )
Decrease in accrued interest receivable
   4    85
(Increase) decrease in other assets
   (100 ) 207
Loss on sale of foreclosed real estate
   0    166
Write-down of foreclosed real estate
   25    180
(Decrease) increase in official checks and other liabilities
   (502 ) 508


Net cash used in operating activities
   (1,093 ) (13 )


Cash flows from investing activities:

Purchases of securities
   0    (5,048 )
Principal repayments and calls of securities
   2,286    3,405
Net decrease in loans
   929    2,463
Purchases of premises and equipment
   (8 ) (4 )
Proceeds from sale of foreclosed real estate, net
   0    1,643
Capital improvements on foreclosed real estate
   (22 ) 0


Net cash provided by investing activities
   3,185    2,459


Cash flows from financing activities:

Net decrease in deposits
   (2,362 ) (5,940 )
Net (decrease) increase in advanced payments by borrowers for taxes and insurance
   (58 ) 85
Proceeds from sale of common stock
   1,643    0


Net cash used in financing activities
   (777 ) (5,855 )


Net increase (decrease) in cash and cash equivalents
   1,315    (3,409 )
Cash and cash equivalents at beginning of the period
   22,776    14,367


Cash and cash equivalents at end of the period
   $ 24,091    $ 10,958


~~(continued)~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Condensed Consolidated Statements of Cash Flows (Unaudited), Continued~~
~~(In thousands)~~

   Three Months Ended
March 31,
   2012    2011
Supplemental disclosure of cash flow information:

Cash paid during the period for:

Interest
   $ 640       $ 902




Income taxes
   $ 0       $ 0




Noncash transactions:

Change in accumulated other comprehensive loss, net change in unrealized loss on securities available for sale
   $ 327       $ 0




Loans transferred to foreclosed real estate
   $ 0       $ 4,957




See Accompanying Notes to Condensed Consolidated Financial Statements.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2012 2011 2012 2011

Interest income:
Loans $ 982 $ 1,197 $ 1,977 $ 2,486
Securities 276 500 574 1,029
Other 22 14 38 29

Total interest income 1,280 1,711 2,589 3,544

Interest expense:
Deposits 285 498 576 1,048
Borrowings 388 384 777 765

Total interest expense 673 882 1,353 1,813

Net interest income 607 829 1,236 1,731

Provision for loan losses 154 860 181 894

Net interest income (expense) after provision for loan losses 453 (31 ) 1,055 837

Noninterest income:
Service charges and fees 8 6 11 16
Loan prepayment fees 0 0 0 6
Gain on sale of securities 0 153 0 153
Other 178 46 178 46

Total noninterest income 186 205 189 221

Noninterest expenses:
Salaries and employee benefits 426 461 836 937
Occupancy and equipment 125 134 243 267
Data processing 63 49 114 101
Professional fees 288 459 527 849
Insurance 70 113 139 227
Stationary and supplies 10 8 21 17
Foreclosed real estate 70 592 138 983
Regulatory assessment 78 160 123 381
Other 279 168 455 423

Total noninterest expenses 1,409 2,144 2,596 4,185

Net loss $ (770 ) $ (1,970 ) $ (1,352 ) $ (3,127 )

Net loss per share-
Basic and diluted $ (.03 ) $ (2.40 ) $ (.05 ) $ (3.82 )

Dividends per share $ 0 $ 0 $ 0 $ 0
See Accompanying Notes to Condensed Consolidated Financial Statements.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
2012 2011 2012 2011

Net loss $ (770 ) $ (1,970 ) $ (1,352 ) $ (3,127 )

Other comprehensive loss-
Unrealized gains (loss) on securities available for sale-
Unrealized holding gains (losses) arising during period 111 (875 ) 438 (875 )

Comprehensive loss $ (659 ) $ (2,845 ) $ (914 ) $ (4,002 )
See Accompanying Notes to Condensed Consolidated Financial Statements.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
Six Months Ended June 30, 2012 and 2011
(Dollars in thousands)
Accumulated
Other Total
Additional Compre- Stockholders’
Common Stock Paid-In Accumulated hensive Equity
Shares Amount Capital Deficit Loss (Deficit)

Balance at December 31, 2010 819,358 $ 8 $ 19,071 $ (16,244 ) $ 0 $ 2,835

Net loss for the six months ended June 30, 2011 (unaudited) 0 0 0 (3,127 ) 0 (3,127 )

Unrealized loss on securities available for sale (unaudited) 0 0 0 0 (875 ) (875 )

Balance at June 30, 2011 (unaudited) 819,358 $ 8 $ 19,071 $ (19,371 ) $ (875 ) $ (1,167 )

Balance at December 31, 2011 22,411,108 $ 224 $ 27,491 $ (19,991 ) $ (938 ) $ 6,786

Proceeds from sale of common stock (unaudited) 4,447,500 45 1,735 0 0 1,780

Common stock issued as compensation to directors 22,386 0 25 0 0 25

Net loss for the six months ended June 30, 2012 (unaudited) 0 0 0 (1,352 ) 0 (1,352 )

Net change in unrealized loss on securities available for sale (unaudited) 0 0 0 0 438 438

Balance at June 30, 2012 (unaudited) 26,880,994 $ 269 $ 29,251 $ (21,343 ) $ (500 ) $ 7,677
See Accompanying Notes to Condensed Consolidated Financial Statements.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Six Months Ended June 30,
2012 2011
Cash flows from operating activities:
Net loss $ (1,352 ) $ (3,127 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 52 65
Provision for loan losses 181 894
Gain on sale of securities 0 (153 )
Net amortization of fees, premiums and discounts (10 ) 78
Common stock issued as compensation to directors 25 0
Decrease in other assets 207 470
Loss on sale of foreclosed real estate 0 166
Write-down of foreclosed real estate 45 704
Decrease in accrued interest receivable 15 47
Other-than-temporary impairment of securities available for sale 103 0
(Decrease) increase in official checks and other liabilities (314 ) 276

Net cash used in operating activities (1,048 ) (580 )

Cash flows from investing activities:
Purchases of securities held to maturity 0 (5,048 )
Principal repayments of securities available for sale 4,238 5,428
Net decrease in loans 750 5,443
Proceeds from sale of securities 0 10,961
Purchase of premises and equipment (99 ) (5 )
Proceeds from sale of foreclosed real estate, net 190 1,643
Capital improvements on foreclosed real estate (22 ) 0
Redemption of Federal Home Loan Bank stock 389 501

Net cash provided by investing activities 5,446 18,923

Cash flows from financing activities:
Net decrease in deposits (1,231 ) (10,667 )
Net increase in advance payments by borrowers for taxes and insurance 330 245
Proceeds from sale of common stock 1,780 0

Net cash provided by (used in) financing activities 879 (10,422 )

Net increase in cash and cash equivalents 5,277 7,921

Cash and cash equivalents at beginning of the period 22,776 14,367

Cash and cash equivalents at end of the period $ 28,053 $ 22,288
(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited), Continued
(In thousands)
Six Months Ended June 30,
2012 2011
Supplemental disclosure of cash flow information:
Cash paid during the period for -
Interest $ 1,276 $ 1,744

Noncash investing and financing activities:
Change in accumulated other comprehensive loss, net change in unrealized loss on securities available for sale $ 438 $ (875 )

Transfer of securities held to maturity to available for sale $ 0 $ 50,534

Loans transferred to foreclosed real estate $ 1,655 $ 5,032
See Accompanying Notes to Condensed Consolidated Financial Statements.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)

(1) General. OptimumBank Holdings, Inc. (the “Holding Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”), a state (Florida)-chartered commercial bank. The Bank’s wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC and OB Real Estate ~~Holding~~Holdings 1503, LLC, all of which were formed in 2009, OB Real Estate Holdings 1695, LLC, OB Real Estate Holdings 1669, LLC, OB Real Estate Holdings 1645, LLC, OB Real Estate Holdings 1620, LLC, and OB Real Estate Holdings 1565, LLC, all formed in 2010, and OB Real Estate Holdings 1443, LLC, and OB Real Estate Holdings ~~1616, OB Real Estate Holdings 1617, OB Real Estate Holdings 1710, OB Real Estate Holdings~~ 1596, LLC, OB Real Estate Holdings 1636, LLC, and OB Real Estate Holdings Northwood, LLC, formed in ~~2011.~~2011, OB Real Estate Holdings Sillato, LLC, and OB Real Estate Holdings 1655, LLC, formed in 2012. The Holding Company’s only business is the operation of the Bank and its subsidiaries (collectively, the “Company”). The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. OB Real Estate Management, LLC is primarily engaged in managing foreclosed real estate. This subsidiary had no activity in 2012 and 2011. All other subsidiaries are primarily engaged in holding and disposing of foreclosed real estate.
In the opinion of the management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at March 31, 2012, and the results of operations and cash flows for the three-month periods ended March 31, 2012 and 2011. The results of operations for the three months ended March 31, 2012, are not necessarily indicative of the results to be expected for the full year.
~~Comprehensive Loss.~~Generally accepted accounting principles generally requires that recognized revenue, expenses, gains and losses be included in net loss. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items along with net loss, are components of comprehensive loss. The only component of other comprehensive loss is the net change in the unrealized loss on the securities available for sale.
~~Income Taxes.~~ During the year ended December 31, 2009, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it is more likely than not that the deferred tax asset will not be realized in the near term. Accordingly, a valuation allowance was recorded against the net deferred tax asset for the amount not expected to be realized in the future. Based on the available evidence at March 31, 2012, the Company determined that it is still more likely than not that the deferred tax asset will not be realized in the near term. Accordingly, the valuation allowance was increased in 2012 to offset the increase in the net deferred tax asset.
In the opinion of management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at June 30, 2012, and the results of operations for the three- and six-month periods ended June 30, 2012 and 2011. The results of operations for the three and six months ended June 30, 2012, are not necessarily indicative of the results to be expected for the full year.
Comprehensive Loss.Generally accepted accounting principles generally requires that recognized revenue, expenses, gains and losses be included in net loss. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items along with net loss, are components of comprehensive loss. The only component of other comprehensive loss is the net change in the unrealized loss on the securities available for sale.
Income Taxes. During the year ended December 31, 2009, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it is more likely than not that the deferred tax asset will not be realized in the near term. Accordingly, a valuation allowance was recorded against the net deferred tax asset for the amount not expected to be realized in the future. Based on the available evidence at June 30, 2012, the Company determined that it is still more likely than not that the deferred tax asset will not be realized in the near term. Accordingly, the valuation allowance was increased in 2012 to offset the increase in the net deferred tax asset.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(1) General, Continued.
Recent Pronouncements. In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12 (“ASU 2011-12”),Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-05”).Stakeholders raised concerns that the new presentation requirements about reclassifications of items out of accumulated other comprehensive income would be difficult for preparers and may add unnecessary complexity to financial statements. In addition, it is difficult for some stakeholders to change systems in time to gather the information for the new presentation requirements by the effective date of Update 2011-05. All other requirements in ASU 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The amendments in ASU 2011-12 are effective on a retrospective basis for public entities for annual periods beginning after December 15, 2011, and interim periods within those years. An entity should provide the disclosures required by ASU 2011-12 retrospectively for all comparative periods presented. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.
In December 2011, the FASB issued ASU No. 2011-11 (“ASU 2011-11”),Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities.The objective of ASU 2011-11 is to enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with Section 210-20-45 or Section 815-10-45. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. The amendments in ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by ASU 2011-11 retrospectively for all comparative periods presented. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.

~~Recent Pronouncements.~~ ~~In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12 (“ASU 2011-12”),~~Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-05”).Stakeholders raised concerns that the new presentation requirements about reclassifications of items out of accumulated other comprehensive income would be difficult for preparers and may add unnecessary complexity to financial statements. In addition, it is difficult for some stakeholders to change systems in time to gather the information for the new presentation requirements by the effective date of Update 2011-05. All other requirements in ASU 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The amendments in ASU 2011-12 are effective on a retrospective basis for public entities for annual periods beginning after December 15, 2011, and interim periods within those years. An entity should provide the disclosures required by ASU 2011-12 retrospectively for all comparative periods presented. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
~~In December 2011, the FASB issued ASU No. 2011-11 (“ASU 2011-11”),~~~~Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities.~~The objective of ASU 2011-11 is to enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with Section 210-20-45 or Section 815-10-45. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. The amendments in ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by ASU 2011-11 retrospectively for all comparative periods presented. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(1) General, Continued.
~~Recent Pronouncements, Continued.~~~~In June 2011, the FASB issued ASU No. 2011-05 (“ASU 2011-05”),~~~~Comprehensive Income (Topic 220), Presentation of Comprehensive Income.~~The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To achieve this goal and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the consolidated statement of changes in stockholders’ equity. The amendments in ASU 2011-05 require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
Recent Pronouncements, Continued.In June 2011, the FASB issued ASU No. 2011-05 (“ASU 2011-05”),Comprehensive Income (Topic 220), Presentation of Comprehensive Income.The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To achieve this goal and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the consolidated statement of changes in stockholders’ equity. The amendments in ASU 2011-05 require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.
In May 2011, the FASB issued ASU No. 2011-04 (“ASU 2011-04”),Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.The objective of ASU 2011-04 is to provide clarification of Topic 820 and, also, to ensure that fair value has the same meaning in U.S. generally accepted accounting principles (“GAAP”) and in international financial reporting standards (“IFRSs”) and that their respective fair value measurement and disclosure requirements are generally the same. Thus, this update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. The amendment is effective for interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. Early application is not permitted. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.
~~In May 2011, the FASB issued ASU No. 2011-04 (“ASU 2011-04”),~~~~Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.~~The objective of ASU 2011-04 is to provide clarification of Topic 820 and, also, to ensure that fair value has the same meaning in U.S. generally accepted accounting principles (“GAAP”) and in international financial reporting standards (“IFRSs”) and that their respective fair value measurement and disclosure requirements are generally the same. Thus, this update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. The amendment is effective for interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. Early application is not permitted. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2) Securities. Securities have been classified according to management’s intent. The carrying amount of securities and approximate fair values are as follows (in thousands):

   Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses Fair
Value
At March 31, 2012:

Securities Available for Sale-

Mortgage-backed securities
   $ 27,557       $ 216       $ (827 ) $ 26,946






Security Held to Maturity-

State of Israel Bond
   $ 100       $ 0       $ 0    $ 100






At December 31, 2011:

Securities Available for Sale-

Mortgage-backed securities
   $ 29,845       $ 202       $ (1,140 ) $ 28,907






Security Held to Maturity-

State of Israel Bond
   $ 100       $ 0       $ 0    $ 100






In June 2011, the Company transferred securities with a book value of approximately $50.5 million from the held to maturity category to the available for sale category. The fair value of the securities was $49.8 million resulting in unrealized losses of approximately $0.7 million. The net unrealized loss was recorded in accumulated other comprehensive loss. Due to this transfer, the Company will be prohibited from classifying securities as held to maturity for a period of two years.
Securities with gross unrealized losses at March 31, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows (in thousands):
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
At June 30, 2012:
Securities Available for Sale-
Mortgage-backed securities $ 25,504 $ 236 $ (736 ) $ 25,004

At December 31, 2011:
Securities Available for Sale-
Mortgage-backed securities $ 29,845 $ 202 $ (1,140 ) $ 28,907

   Less Than Twelve Months    Over Twelve Months
   Gross
Unrealized
Losses Fair
Value    Gross
Unrealized
Losses Fair
Value
Securities Available for Sale-

Mortgage-backed securities
   $ (14 ) $ 535       $ (813 ) $ 10,019




In June 2011, the Company transferred securities with a book value of approximately $50.5 million from the held to maturity category to the available for sale category. The fair value of the securities was $49.8 million resulting in unrealized losses of approximately $0.7 million. The net unrealized loss was recorded in accumulated other comprehensive loss. Due to this transfer, the Company will be prohibited from classifying securities as held to maturity for a period of two years.
Securities with gross unrealized losses at June 30, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows (in thousands):
Less Than Twelve Months Over Twelve Months
Gross Gross
Unrealized Fair Unrealized Fair
Losses Value Losses Value
Securities Available for Sale-
Mortgage-backed securities $ 1 $ 188 $ 735 $ 8,059

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2) Securities, Continued.Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.A security is impaired if the fair value is less than its carrying value at the financial statement date. When a security is impaired, the Company determines whether this impairment is temporary or other-than-temporary. In estimating other-than-temporary impairment (“OTTI”) losses, management assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in operations. For securities that do not meet the aforementioned criteria, the amount of impairment recognized in operations is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive loss. Management utilizes cash flow models to segregate impairments to distinguish between impairment related to credit losses and impairment related to other factors. To assess for OTTI, management considers, among other things, (i) the severity and duration of the impairment; (ii) the ratings of the security; (iii) the overall transaction structure (the Company’s position within the structure, the aggregate, near-term financial performance of the underlying collateral, delinquencies, defaults, loss severities, recoveries, prepayments, cumulative loss projections, and discounted cash flows); and (iv) the timing and magnitude of a break in modeled cash flows.
In evaluating mortgage-backed securities with unrealized losses greater than twelve months, management utilizes various resources, including input from independent third party firms to perform an analysis of expected future cash flows. The process begins with an assessment of the underlying collateral backing the mortgage pools. Management develops specific assumptions using as much market data as possible and includes internal estimates as well as estimates published by rating agencies and other third-party sources. The data for the individual borrowers in the underlying mortgage pools are generally segregated by state, FICO score at issue, loan to value at issue and income documentation criteria. Mortgage pools are evaluated for current and expected levels of delinquencies and foreclosures, based on where they fall in the proscribed data set of FICO score, geographics, LTV and documentation type and a level of loss severity is assigned to each security based on its experience. The above-described historical data is used to develop current and expected measures of cumulative default rates as well as ultimate loss frequency and severity within the underlying mortgages. This reveals the expected future cash flows within the mortgage pool. The data described above is then input to an industry recognized model to assess the behavior of the particular security tranche owned by the Company. Significant inputs in this process include the structure of any subordination structures, if applicable, and are dictated by the structure of each particular security as laid out in the offering documents. The forecasted cash flows from the mortgage pools are input through the security structuring model to derive expected cash flows for the specific security owned by the Company to determine if the future cash flows are expected to exceed the book value of the security. The values for the significant inputs are updated on a regular basis. During the three and six months ended June 30, 2012, the Company recorded other-than-temporary impairment charges totaling $103,000.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2) Securities, Continued.The unrealized losses on nine investment securities were caused by market conditions. It is expected that the securities would not be settled at a price less than the book value of the investments. Because the decline in fair value is attributable to market conditions and not credit quality, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.
~~(3)~~
(3) Loans.The segments of loans are as follows (in thousands):

   At March 31,
2012 At December 31,
2011
Residential real estate
   $ 29,891    $ 30,434
Multi-family real estate
   4,059    4,109
Commercial real estate
   41,025    41,307
Land and construction
   11,397    11,783
Commercial
   3,693    3,713
Consumer
   125    175


Total loans
   90,190    91,521
Add (deduct):

Net deferred loan fees, costs and premiums
   39    45
Allowance for loan losses
   (1,975 ) (2,349 )


Loans, net
   $ 88,254    $ 89,217


~~(continued)~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Notes to Condensed Consolidated Financial Statements (unaudited), Continued~~
At June 30, At December 31,
2012 2011

Residential real estate $ 31,821 $ 30,434
Multi-family real estate 4,316 4,109
Commercial real estate 39,805 41,307
Land and construction 8,935 11,783
Commercial 3,673 3,713
Consumer 124 175

Total loans 88,674 91,521

Add (deduct):
Net deferred loan fees, costs and premiums 69 45
Allowance for loan losses (2,102 ) (2,349 )

Loans, net $ 86,641 $ 89,217

~~(3)~~ ~~Loans, Continued.~~An analysis of the change in the allowance for loan losses ~~for the three-month periods ended March 31, 2012 and 2011~~ follows (in thousands):

   March 31, 2012
   Residential
Real
Estate    Multi-Family
Real
Estate Commercial
Real
Estate Land
and
Construction Commercial Consumer    Total
Beginning balance
   $ 549       $ 247    $ 1,190    $ 187    $ 161    $ 15       $ 2,349
Provision (credit) for loan losses
   112       (33 ) (307 ) 294    (44 ) 5       27
Charge-offs
   0       0    (69 ) (335 ) 0    0       (404 )
Recoveries
   0       0    0    0    0    3       3






Ending balance
   $ 661       $ 214    $ 814    $ 146    $ 117    $ 23       $ 1,975






Individually evaluated for impairment:

Recorded investment
   $ 8,006       $ 0    $ 15,438    $ 6,877    $ 0    $ 0       $ 30,321






Balance in allowance for loan losses
   $ 0       $ 0    $ 0    $ 0    $ 0    $ 0       $ 0






Collectively evaluated for impairment:

Recorded investment
   $ 21,885       $ 4,059    $ 25,587    $ 4,520    $ 3,693    $ 125       $ 59,869






Balance in allowance for loan losses
   $ 661       $ 214    $ 814    $ 146    $ 117    $ 23       $ 1,975






   March 31, 2011
   Residential
Real
Estate    Multi-Family
Real
Estate    Commercial
Real
Estate Land
and
Construction Consumer Total
Beginning balance
   $ 1,285       $ 282       $ 1,542    $ 514    $ 80    $ 3,703
Provision (credit) for loan losses
   27       23       (97 ) 90    (9 ) 34
Charge-offs
   0       0       0    (245 ) 0    (245 )
Recoveries
   2       0       0    23    3    28






Ending balance
   $ 1,314       $ 305       $ 1,445    $ 382    $ 74    $ 3,520






Individually evaluated for impairment:

Recorded investment
   $ 12,047       $ 0       $ 19,488    $ 9,052    $ 229    $ 40,816






Balance in allowance for loan losses
   $ 0       $ 0       $ 11    $ 199    $ 0    $ 210






Collectively evaluated for impairment:

Recorded investment
   $ 25,650       $ 4,186       $ 33,678    $ 5,006    $ 108    $ 68,628






Balance in allowance for loan losses
   $ 1,314       $ 305       $ 1,434    $ 183    $ 74    $ 3,310






Residential Multi-Family Commercial Land
Real Real Real and
Estate Estate Estate Construction Commercial Consumer Total
Three-Month Period Ended June 30, 2012:
Beginning balance $ 661 $ 214 $ 814 $ 146 $ 117 $ 23 $ 1,975
Provision (credit) for loan losses 189 31 97 (161 ) (2 ) 0 154
Charge-offs (147 ) 0 (141 ) 0 0 0 (288 )
Recoveries 0 0 29 230 0 2 261

Ending balance $ 703 $ 245 $ 799 $ 215 $ 115 $ 25 $ 2,102

Six-Month Period Ended June 30, 2012:
Beginning balance $ 549 $ 247 $ 1,190 $ 187 $ 161 $ 15 $ 2,349
Provision (credit) for loan losses 301 (2 ) (210 ) 133 (46 ) 5 181
Charge-offs (147 ) 0 (210 ) (335 ) 0 0 (692 )
Recoveries 0 0 29 230 0 5 264

Ending balance $ 703 $ 245 $ 799 $ 215 $ 115 $ 25 $ 2,102

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.
Residential Multi-Family Commercial Land
Real Real Real and
Estate Estate Estate Construction Consumer Total
Three-Month Period Ended June 30, 2011:
Beginning balance $ 1,314 $ 305 $ 1,445 $ 382 $ 74 $ 3,520
Provision (credit) for loan losses 54 2 7 797 0 860
Charge-offs (309 ) 0 (52 ) (982 ) 0 (1,343 )
Recoveries 34 1 0 0 3 38

Ending balance $ 1,093 $ 308 $ 1,400 $ 197 $ 77 $ 3,075

Six-Month Period Ended June 30, 2011:
Beginning balance $ 1,285 $ 282 $ 1,542 $ 514 $ 80 $ 3,703
Provision (credit) for loan losses 82 23 (90 ) 888 (9 ) 894
Charge-offs (307 ) 0 (52 ) (1,229 ) 0 (1,588 )
Recoveries 33 3 0 24 6 66

Ending balance $ 1,093 $ 308 $ 1,400 $ 197 $ 77 $ 3,075
At June 30, 2012
Residential Multi-Family Commercial Land
Real Real Real and
Estate Estate Estate Construction Commercial Consumer Total
Individually evaluated for impairment:
Recorded investment $ 7,814 $ 0 $ 14,365 $ 2,489 $ 0 $ 0 $ 24,668
Balance in allowance for loan losses $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0

Collectively evaluated for impairment:
Recorded investment $ 24,007 $ 4,316 $ 25,440 $ 6,446 $ 3,673 $ 124 $ 64,006
Balance in allowance for loan losses $ 703 $ 245 $ 799 $ 215 $ 115 $ 25 $ 2,102
At December 31, 2011
Residential Multi-Family Commercial Land
Real Real Real and
Estate Estate Estate Construction Consumer Total
Individually evaluated for impairment:
Recorded investment $ 7,919 $ 0 $ 16,716 $ 7,241 $ 68 $ 31,944
Balance in allowance for loan losses $ 0 $ 0 $ 11 $ 0 $ 0 $ 11

Collectively evaluated for impairment:
Recorded investment $ 23,223 $ 4,109 $ 27,596 $ 4,542 $ 107 $ 59,577
Balance in allowance for loan losses $ 566 $ 247 $ 1,323 $ 187 $ 15 $ 2,338
(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued
(3) Loans, Continued.The Company has divided the loan portfolio into six portfolio segments, each with different risk characteristics and methodologies for assessing risk. The portfolio segments identified by the Company are as follows:
Real Estate Mortgage Loans.Real estate mortgage loans are typically segmented into four categories: Residential real estate, Multi-family real estate, Commercial real estate, and Land and Construction. Residential real estate loans are underwritten in accordance with policies set forth and approved by the Board of Directors (the “Board”), including repayment capacity and source, value of the underlying property, credit history and stability. Multi-family real estate and commercial real estate loans are secured by the subject property and are underwritten based upon standards set forth in the policies approved by the Company’s Board. Such standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Land and construction loans to borrowers are to finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, costs estimates and pre-construction sale information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for the future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof.
~~Real Estate Mortgage Loans.~~Real estate mortgage loans are typically segmented into four categories: Residential real estate, Multi-family real estate, Commercial real estate, and Land and Construction. Residential real estate loans are underwritten in accordance with policies set forth and approved by the Board of Directors (the “Board”), including repayment capacity and source, value of the underlying property, credit history and stability. Multi-family and commercial real estate loans are secured by the subject property and are underwritten based upon standards set forth in the policies approved by the Company’s Board. Such standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Construction loans to borrowers are to finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, costs estimates and pre-construction sale information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for the future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof.
~~Consumer Loans.~~Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates and may be made on terms of up to ten years. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.
Commercial Loans.Commercial loans are primarily underwritten on the basis of the borrowers’ ability to service such debt from income. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. As a general practice, the Company takes as collateral a security interest in any available real estate, equipment, or other chattel, although loans may also be made on an unsecured basis. Collateralized working capital loans typically are secured by short-term assets whereas long-term loans are primarily secured by long-term assets. These loans are also affected by adverse economic conditions should they prevail within the Company’s local market.
Consumer Loans. Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates and may be made on terms of up to ten years. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

~~Commercial Loans.~~Commercial loans consist of loans to small- and medium-sized companies in the Company’s market area. Commercial loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. Primarily all of the Company’s commercial loans are secured loans, along with a small amount of unsecured loans. The Company’s underwriting analysis consists of a review of the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. These loans are generally secured by accounts receivable, inventory and equipment. Commercial loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, which makes them of higher risk than residential loans. Further, the collateral securing these loans may be difficult to appraise and may fluctuate in value based on the success of the business. The Company seeks to minimize these risks through our underwriting standards.(continued)

~~(continued)~~
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.The following summarizes the loan credit quality (in thousands):

OLEM
   Pass    OLEM
(Other Loans
Especially
Mentioned)    Substandard    Doubtful    Loss    Total (Other Loans
At March 31, 2012:

Especially
Pass Mentioned) Substandard Doubtful Loss Total
At June 30, 2012:
Residential real estate:

Closed-end first mortgages
   $ 18,737       $ 2,919       $ 5,087       $ 0       $ 0       $ 26,743    $ 20,871 $ 2,919 $ 4,895 $ 0 $ 0 $ 28,685
Closed-end second mortgages
   3,148       0       0       0       0       3,148    3,136 0 0 0 0 3,136












Total residential real estate
   21,885       2,919       5,087       0       0       29,891    24,007 2,919 4,895 0 0 31,821












Multi-family real estate
   4,059       0       0       0       0       4,059    4,316 0 0 0 0 4,316












Commercial real estate:

Owner-occupied
   10,073       2,001       369       0       0       12,443    10,011 1,992 78 0 0 12,081
Non-owner-occupied
   12,371       1,141       15,070       0       0       28,582    12,303 1,133 14,288 0 0 27,724












Total commercial real estate
   22,444       3,142       15,439       0       0       41,025    22,314 3,125 14,366 0 0 39,805












Land and construction
   4,471       49       6,877       0       0       11,397    6,397 49 2,489 0 0 8,935












Commercial
   3,693       0       0       0       0       3,693    3,673 0 0 0 0 3,673












Consumer:

Non-real estate secured
   0       68       0       0       0       68
Real estate secured
   57       0       0       0       0       57












Total consumer
   57       68       0       0       0       125












Consumer 57 67 0 0 0 124

Total
   $ 56,609       $ 6,178       $ 27,403       $ 0       $ 0       $ 90,190    $ 60,764 $ 6,160 $ 21,750 $ 0 $ 0 $ 88,674












At December 31, 2011:

Residential real estate:

Closed-end first mortgages
   $ 18,588       $ 3,686       $ 5,001       $ 0       $ 0       $ 27,275    $ 18,588 $ 3,686 $ 5,001 $ 0 $ 0 $ 27,275
Closed-end second mortgages
   3,159       0       0       0       0       3,159    3,159 0 0 0 0 3,159












Total residential real estate
   21,747       3,686       5,001       0       0       30,434    21,747 3,686 5,001 0 0 30,434












Multi-family real estate
   4,109       0       0       0       0       4,109    4,109 0 0 0 0 4,109












Commercial real estate:

Owner-occupied
   10,132       2,012       369       0       0       12,513    10,132 2,012 369 0 0 12,513
Non-owner-occupied
   10,822       2,764       15,208       0       0       28,794    10,822 2,764 15,208 0 0 28,794












Total commercial real estate
   20,954       4,776       15,577       0       0       41,307    20,954 4,776 15,577 0 0 41,307












Land and construction
   4,493       49       7,241       0       0       11,783    4,493 49 7,241 0 0 11,783












Commercial
   3,713       0       0       0       0       3,713    3,713 0 0 0 0 3,713












Consumer:

Non-real estate secured
   0       68       0       0       0       68
Real estate secured
   107       0       0       0       0       107












Total consumer
   107       68       0       0       0       175












Consumer 107 68 0 0 0 175

Total
   $ 55,123       $ 8,579       $ 27,819       $ 0       $ 0       $ 91,521    $ 55,123 $ 8,579 $ 27,819 $ 0 $ 0 $ 91,521












(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.Internally assigned loan grades are defined as follows:
Pass – a Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified.
OLEM (Other Loans Especially Mentioned) – an Other Loan Especially Mentioned has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date.
Substandard – a Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful – a loan classified Doubtful has all the weaknesses inherent in one classified Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as Doubtful.
Pass – a Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified.
OLEM (Other Loans Especially Mentioned) – an Other Loan Especially Mentioned has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date.
Substandard – a Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful – a loan classified Doubtful has all the weaknesses inherent in one classified Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as Doubtful.
Loss – a loan classified Loss is considered uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as Loss.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.Age analysis of past-due loans is as follows (in thousands):

Accruing Loans
   Accruing Loans 30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Past Due Total Past Due Current Nonaccrual Loans Total Loans
   30-59
Days
Past Due    60-89
Days
Past Due    Greater
Than 90
Days
Past Due    Total
Past
Due    Current    Nonaccrual
Loans    Total
Loans
At March 31, 2012:

At June 30, 2012:
Residential real estate:

Closed-end first mortgages
   $ 0       $ 41       $ 0       $ 41       $ 21,615       $ 5,087       $ 26,743    $ 0 $ 0 $ 0 $ 0 $ 23,789 $ 4,896 $ 28,685
Closed-end second mortgages
   0       0       0       0       3,148       0       3,148    0 0 0 0 3,136 0 3,136














Subtotal
   0       41       0       41       24,763       5,087       29,891    0 0 0 0 26,925 4,896 31,821














Multi-family real estate
   0       0       0       0       4,059       0       4,059    0 0 0 0 4,316 0 4,316














Commercial real estate:

Owner-occupied
   0       0       0       0       12,074       369       12,443    1,241 0 0 1,241 10,763 78 12,082
Non-owner-occupied
   3,300       0       0       3,300       10,212       15,070       28,582    0 0 0 0 13,436 14,287 27,723














Subtotal
   3,300       0       0       3,300       22,286       15,439       41,025    1,241 0 0 1,241 24,199 14,365 39,805














Land and construction
   0       0       0       0       4,520       6,877       11,397    0 0 0 0 6,446 2,489 8,935














Commercial
   0       0       0       0       3,693       0       3,693    0 0 0 0 3,673 0 3,673














Consumer:

Non-real estate secured
   0       0       0       0       68       0       68
Real estate secured
   0       0       0       0       57       0       57














Subtotal
   0       0       0       0       125       0       125














Consumer 0 0 0 0 124 0 124

Total
   $ 3,300       $ 41       $ 0       $ 3,341       $ 59,446       $ 27,403       $ 90,190    $ 1,241 $ 0 $ 0 $ 1,241 $ 65,683 $ 21,750 $ 88,674














At December 31, 2011:

Residential real estate:

Closed-end first mortgages
   $ 0       $ 768       $ 0       $ 768       $ 21,506       $ 5,001       $ 27,275    $ 0 $ 768 $ 0 $ 768 $ 21,506 $ 5,001 $ 27,275
Closed-end second mortgages
   0       0       0       0       3,159       0       3,159    0 0 0 0 3,159 0 3,159














Subtotal
   0       768       0       768       24,665       5,001       30,434    0 768 0 768 24,665 5,001 30,434














Multi-family real estate
   0       0       0       0       4,109       0       4,109    0 0 0 0 4,109 0 4,109














Commercial real estate:

Owner-occupied
   0       0       0       0       12,144       369       12,513    0 0 0 0 12,144 369 12,513
Non-owner-occupied
   0       0       0       0       13,586       15,208       28,794    0 0 0 0 13,586 15,208 28,794














Subtotal
   0       0       0       0       25,730       15,577       41,307    0 0 0 0 25,730 15,577 41,307














Land and construction
   0       0       0       0       4,542       7,241       11,783    0 0 0 0 4,542 7,241 11,783














Commercial
   0       0       0       0       3,713       0       3,713    0 0 0 0 3,713 0 3,713














Consumer:

Non-real estate secured
   0       0       0       0       68       0       68
Real estate secured
   0       0       0       0       107       0       107














Subtotal
   0       0       0       0       175       0       175














Consumer 0 0 0 0 175 0 175

Total
   $ 0       $ 768       $ 0       $ 768       $ 62,934       $ 27,819       $ 91,521    $ 0 $ 768 $ 0 $ 768 $ 62,934 $ 27,819 $ 91,521














(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.The following summarizes the amount of impaired loans (in thousands):

   At March 31, 2012    At December 31, 2011
   Recorded
Investment    Unpaid
Principal
Balance    Related
Allowance    Recorded
Investment    Unpaid
Principal
Balance    Related
Allowance
With no related allowance recorded:

Residential real estate-

Closed-end first mortgages
   $ 8,006       $ 8,551       $ 0       $ 7,919       $ 8,465       $ 0
Commercial real estate:

Owner-occupied
   368       376       0       369       376       0
Non-owner-occupied
   15,070       17,516       0       15,208       17,584       0
Land and construction
   6,877       11,623       0       7,241       11,652       0
Consumer-

Non-real estate secured
   0       0       0       68       68       0
With an allowance recorded:

Commercial real estate-

Non-owner-occupied
   0       0       0       1,139       1,139       11
Total:

Residential real estate-

Closed-end first mortgages
   $ 8,006       $ 8,551       $ 0       $ 7,919       $ 8,465       $ 0












Commercial real estate:

Owner-occupied
   $ 368       $ 376       $ 0       $ 369       $ 376       $ 0












Non-owner-occupied
   $ 15,070       $ 17,516       $ 0       $ 16,347       $ 18,723       $ 11












Land and construction
   $ 6,877       $ 11,623       $ 0       $ 7,241       $ 11,652       $ 0












Consumer-

Non-real estate secured
   $ 0       $ 0       $ 0       $ 68       $ 68       $ 0












Total
   $ 30,321       $ 38,066       $ 0       $ 31,944       $ 39,284       $ 11












~~The average net investment in impaired loans and interest income recognized and received on impaired loans are as follows (in thousands):~~
At June 30, 2012 At December 31, 2011
Unpaid Unpaid
Recorded Principal Related Recorded Principal Related
Investment Balance Allowance Investment Balance Allowance
With no related allowance recorded:
Residential real estate-
Closed-end first mortgages $ 7,814 $ 8,506 $ 0 $ 7,919 $ 8,465 $ 0
Commercial real estate:
Owner-occupied 78 78 0 369 376 0
Non-owner-occupied 14,287 16,816 0 15,208 17,584 0
Land and construction 2,489 5,482 0 7,241 11,652 0
Consumer 0 0 0 68 68 0

With an allowance recorded:
Commercial real estate-
Non-owner-occupied 0 0 0 1,139 1,139 11

Total:
Residential real estate-
Closed-end first mortgages $ 7,814 $ 8,506 $ 0 $ 7,919 $ 8,465 $ 0
Commercial real estate:
Owner-occupied $ 78 $ 78 $ 0 $ 369 $ 376 $ 0
Non-owner-occupied $ 14,287 $ 16,816 $ 0 $ 16,347 $ 18,723 $ 11
Land and construction $ 2,489 $ 5,482 $ 0 $ 7,241 $ 11,652 $ 0
Consumer $ 0 $ 0 $ 0 $ 68 $ 68 $ 0

Total $ 24,668 $ 30,882 $ 0 $ 31,944 $ 39,284 $ 11

   For the Period Ended March 31,    For the Period Ended March 31,
   2012    2011
   Average
Recorded
Investment    Interest
Income
Recognized    Interest
Income
Received    Average
Recorded
Investment    Interest
Income
Recognized    Interest
Income
Received
Residential real estate-

Closed-end first mortgages
   $ 8,011       $ 52       $ 68       $ 11,752       $ 52       $ 78












Commercial real estate:

Owner-occupied
   $ 369       $ 0       $ 0       $ 751       $ 0       $ 1












Non-owner-occupied
   $ 15,199       $ 0       $ 51       $ 19,465       $ 53       $ 117












Land and construction
   $ 7,123       $ 0       $ 29       $ 8,080       $ 21       $ 56












Consumer-

Non-real estate secured
   $ 0       $ 0       $ 0       $ 234       $ 2       $ 2












Total
   $ 30,702       $ 52       $ 148       $ 40,282       $ 128       $ 254












The average net investment in impaired loans and interest income recognized and received on impaired loans are as follows (in thousands):
Three Months Ended June 30,
2012 2011
Average Interest Interest Average Interest Interest
Recorded Income Income Recorded Income Income
Investment Recognized Received Investment Recognized Received
Residential real estate-
Closed-end first mortgages $ 7,870 $ 52 $ 84 $ 11,831 $ 5 $ 10
Multi-family real estate $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Commercial real estate:
Owner-occupied $ 85 $ 0 $ 0 $ 355 $ 0 $ 0
Non-owner-occupied $ 14,681 $ 0 $ 59 $ 19,171 $ 32 $ 94
Land and construction $ 4,574 $ 0 $ 14 $ 7,834 $ 0 $ 36
Consumer $ 0 $ 0 $ 0 $ 223 $ 1 $ 1

Total $ 27,210 $ 52 $ 157 $ 39,414 $ 38 $ 141

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3) Loans, Continued.
Six Months Ended June 30,
2012 2011
Average Interest Interest Average Interest Interest
Recorded Income Income Recorded Income Income
Investment Recognized Received Investment Recognized Received
Residential real estate-
Closed-end first mortgages $ 7,941 $ 104 $ 152 $ 12,005 $ 56 $ 88
Multi-family real estate $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Commercial real estate:
Owner-occupied $ 227 $ 0 $ 0 $ 552 $ 0 $ 1
Non-owner-occupied $ 14,925 $ 0 $ 110 $ 19,317 $ 85 $ 211
Land and construction $ 5,848 $ 0 $ 4 $ 8,191 $ 21 $ 91
Consumer $ 0 $ 0 $ 0 $ 228 $ 4 $ 4

Total $ 28,941 $ 104 $ 306 $ 40,293 $ 166 $ 395
No loans have been determined to be restructured as troubled debt restructurings (“TDR’s”) during the ~~three~~six months ended ~~March 31, 2012.~~June 30, 2012 and 2011. In addition there were no defaults of TDR’s during the ~~three~~six months ended ~~March 31,~~June 30, 2011 or 2012.
The allowance for loan losses on commercial and consumer loans that have been restructured and are considered TDR’s is included in the Company’s specific reserve. The specific reserve is determined on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. TDR’s that have subsequently defaulted are considered collateral-dependent.

(4) Regulatory Capital.The Bank is required to maintain certain minimum regulatory capital requirements. The following is a summary at ~~March 31,~~June 30, 2012 of the regulatory capital requirements and the Bank’s capital on a percentage basis:

Regulatory
   Bank Regulatory
Requirement Bank Requirement

Tier I capital to total average assets
   9.16 % 8.00 % 8.63 % 8.00 %

Tier I capital to risk-weighted assets
   11.94 % 4.00 % 11.92 % 4.00 %

Total capital to risk-weighted assets
   13.20 % 12.00 % 13.18 % 12.00 %

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued
(5) LossPer Share. Basic loss per share has been computed on the basis of the weighted-average number of shares of common stock outstanding during the period. Basic and diluted loss per share is the same due to the net loss incurred by the Company. Loss per common share has been computed based on the following:

   Three Months Ended
March 31,
   2012    2011
Weighted-average number of common shares outstanding used to calculate basic and diluted loss per common share
   22,509,296       819,358




Three Months Ended June 30, Six Months Ended June 30,
2012 2011 2012 2011
Weighted-average number of common shares outstanding used to calculate basic and diluted loss per common share 26,735,541 819,358 24,622,418 819,358

(6) Stock-Based Compensation. On December 27, 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”). A total of 2,200,000 shares of common stock are available to be issued under the 2011 Plan. Options, restricted stock, performance share awards and bonus share awards in lieu of obligations may be issued under the 2011 Plan. Both incentive stock options and nonqualified stock options can be granted under the 2011 Plan. The exercise price of the stock options cannot be less than the fair market value of the common stock on the date of grant. Effective January 1, 2012, the Company adopted a Non- Employee Director Compensation Plan under which bonus shares issuable under the 2011 Plan ~~are~~may be issued as compensation to outside directors. ~~As of March 31,~~During the six months ended June 30, 2012, ~~3,789~~22,386 shares of stock valued at approximately $25,000 have been issued under the 2011 Plan and Non-Employee Director Compensation Plan as compensation to outside directors.

~~(continued)~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Notes to Condensed Consolidated Financial Statements (unaudited), Continued~~
~~(6)~~ ~~Stock-Based Compensation, Continued~~.The Company’s prior stock option plan terminated on February 27, 2011. At ~~March~~June 30, 2012, no options were available for grant under this plan. Options must be exercised within ten years of the date of grant.
A summary of the activity in the prior plan is as follows:
~~A summary of the activity in the prior plan is as follows:~~
Weighted-
Weighted- Average
Average Remaining Aggregate
Number of Exercise Contractual Intrinsic
Options Price Term Value

Outstanding at December 31, 2011 50,900 $ 34.31
Options forfeited (11,392 ) 32.97

Outstanding and exercisable at June 30, 2012 39,508 $ 34.70 2.6 years $ 0

   Number of
Options Weighted-
Average
Exercise
Price    Weighted-
Average
Remaining
Contractual
Term    Aggregate
Intrinsic
Value
Outstanding at December 31, 2011
   50,900    $ 34.31
Options forfeited
   (11,392 ) 32.97



Outstanding and exercisable at March 31, 2012
   39,508    $ 34.70       2.8 years       $ 0






(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(7) Fair Value Measurements.Securities available for sale measured at fair value on a recurring basis are summarized below (in thousands):

   Fair Value Measurements at Reporting Date Using
   Fair
Value    Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)    Significant
Other
Observable
Inputs
(Level 2)    Significant
Unobservable
Inputs
(Level 3)
As of March 31, 2012-

Mortgage-backed securities
   $ 26,946       $ 0       $ 26,946       $ 0








As of December 31, 2011-

Mortgage-backed securities
   $ 28,907       $ 0       $ 28,907       $ 0








~~(continued)~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~Notes to Condensed Consolidated Financial Statements (unaudited), Continued~~
Fair Value Measurements at Reporting Date Using
Fair Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
Value (Level 1) (Level 2) (Level 3)
As of June 30, 2012-
Mortgage-backed securities $ 25,004 $ 0 $ 25,004 $ 0

As of December 31, 2011-
Mortgage-backed securities $ 28,907 $ 0 $ 28,907 $ 0

~~(7)~~ ~~Fair Value Measurements, Continued.~~There were no transfers of securities between levels of inputs for the ~~three~~six months ended ~~March 31,~~June 30, 2012.
Impaired collateral-dependent loans are carried at fair value when the current collateral value less estimated selling costs is lower than the carrying value of the loan. Those impaired collateral-dependent loans which are measured at fair value on a nonrecurring basis are as follows (in thousands):
Impaired collateral-dependent loans are carried at fair value when the current collateral value less estimated selling costs is lower than the carrying value of the loan. Those impaired collateral-dependent loans which are measured at fair value on a nonrecurring basis are as follows (in thousands):
Losses
Recorded in
Operations
For the Six
At June 30, 2012 Months Ended
Fair Total June 30,
Value Level 1 Level 2 Level 3 Losses 2012
Residential real estate-
Closed-end first mortgages $ 1,476 $ 0 $ 0 $ 1,476 $ 692 $ 147
Commercial real estate:
Non-owner-occupied 9,429 0 0 9,429 2,138 175
Land and construction 2,489 0 0 2,489 442 335

$ 13,394 $ 0 $ 0 $ 13,394 $ 3,272 $ 657

                  Losses
Recorded in
Operations
For the Three
   At March 31, 2012    Months Ended
   Fair
Value    Level 1    Level 2    Level 3    Total
Losses    March 31,
2012
Residential real estate-

Closed-end first mortgages
   $ 854       $ 0       $ 0       $ 854       $ 545       $ 0
Commercial real estate:

Owner-occupied
   291       0       0       291       8       0
Non-owner-occupied
   10,061       0       0       10,061       2,781       69
Land and construction
   6,699       0       0       6,699       1,525       335












   $ 17,905       $ 0       $ 0       $ 17,905       $ 4,859       $ 404












Losses
Recorded in
Operations
For the
                  Losses
Recorded in
Operations
For the At December 31, 2011 Year Ended
   At December 31, 2011    Year Ended Fair Total December 31,
   Fair
Value    Level 1    Level 2    Level 3    Total
Losses    December 31,
2011 Value Level 1 Level 2 Level 3 Losses 2011
Residential real estate-

Closed-end first mortgages
   $ 1,591       $ 0       $ 0       $ 1,591       $ 545       $ 308    $ 1,591 $ 0 $ 0 $ 1,591 $ 545 $ 308
Commercial real estate:

Owner-occupied
   291       0       0       291       8       8    291 0 0 291 8 8
Non-owner-occupied
   6,540       0       0       6,540       2,652       150    6,540 0 0 6,540 2,652 150
Land and construction
   6,793       0       0       6,793       1,511       834    6,793 0 0 6,793 1,511 834












$ 15,215 $ 0 $ 0 $ 15,215 $ 4,716 $ 1,300
   $ 15,215       $ 0       $ 0       $ 15,215       $ 4,716       $ 1,300












(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(7) Fair Value Measurements, Continued.Foreclosed real estate is recorded at fair value less estimated costs to sell. Foreclosed real estate which is measured at fair value on a nonrecurring basis is as follows (in thousands):

   Fair
Value    Level 1    Level 2    Level 3    Total
Losses    Losses
Recorded
During the
Period
At March 31, 2012
   $ 7,643       $ 0       $ 0       $ 7,643       $ 797       $ 25












At December 31, 2011
   $ 7,646       $ 0       $ 0       $ 7,646       $ 772       $ 772












~~The estimated fair values of the Company’s financial instruments were as follows (in thousands):~~
Losses
Recorded
Fair Total During the
Value Level 1 Level 2 Level 3 Losses Period

At June 30, 2012 $ 9,088 $ 0 $ 0 $ 9,088 $ 817 $ 45

At December 31, 2011 $ 7,646 $ 0 $ 0 $ 7,646 $ 772 $ 772

   At March 31, 2012    At December 31, 2011
   Carrying
Amount    Fair Value    Carrying
Amount    Fair Value
Financial assets:

Cash and cash equivalents
   $ 24,091       $ 24,091       $ 22,776       $ 22,776
Securities held to maturity
   100       100       100       100
Securities available for sale
   26,946       26,946       28,907       28,907
Loans
   88,254       88,110       89,217       89,069
Federal Home Loan Bank stock
   2,159       2,159       2,159       2,159
Accrued interest receivable
   495       495       499       499
Financial liabilities:

Deposit liabilities
   105,533       105,949       107,895       108,461
Federal Home Loan Bank advances
   31,700       33,842       31,700       33,920
Junior subordinated debenture
   5,155       4,790       5,155       4,734
Off-balance sheet financial instruments
   0       0       0       0
The estimated fair values and fair value measurement method with respect to the Company’s financial instruments were as follows (in thousands):
Discussion regarding the assumptions used to compute the fair values of financial instruments can be found in Note 1 to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.
At June 30, 2012 At December 31, 2011
Carrying Fair Carrying Fair
Amount Value Level Amount Value Level
Financial assets:
Cash and cash equivalents $ 28,053 $ 28,053 3 $ 22,776 $ 22,776 3
Securities available for sale 25,004 25,004 2 28,907 28,907 2
Loans 86,641 85,978 89,217 89,069 3
Federal Home Loan Bank stock 1,770 1,770 3 2,159 2,159 3
Accrued interest receivable 484 484 3 499 499 3

Financial liabilities:
Deposit liabilities 106,664 106,986 3 107,895 108,461 3
Federal Home Loan Bank advances 31,700 33,836 3 31,700 33,920 3
Junior subordinated debenture 5,155 4,836 3 5,155 4,734 3
Off-balance sheet financial instruments 0 0 3 0 0 3
Discussion regarding the assumptions used to compute the estimated fair values of financial instruments can be found in Note 1 to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(8) Regulatory Matters - Company.The Company is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). On June 22, 2010, the Company entered into a written agreement with the Federal Reserve Bank of Atlanta (“Reserve Bank”) with respect to certain aspects of the operation and management of the Company (the “Written Agreement”).
~~The Written Agreement contains the following principal requirements:~~
The Written Agreement contains the following principal requirements:

The Board of the Company must take appropriate steps to fully utilize the Company’s financial and managerial resources to serve as a source of strength to the Bank, including, but not limited to, taking steps to ensure that the Bank complies with the Consent Order entered into with the OFR and the FDIC and any other supervisory action taken by the Bank’s state or federal regulator.
• The Board of the Company must take appropriate steps to fully utilize the Company’s financial and managerial resources to serve as a source of strength to the Bank, including, but not limited to, taking steps to ensure that the Bank complies with the Consent Order entered into with the OFR and the FDIC and any other supervisory action taken by the Bank’s state or federal regulator.
• The Company may not declare or pay any dividends without prior Reserve Bank and Federal Reserve approval.
• The Company may not, directly or indirectly, take dividends or any other form of payment representing a reduction in capital from the Bank without prior Reserve Bank approval.
• The Company and its nonbank subsidiary, OptimumBank Holdings Capital Trust I, may not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior written approval of the Reserve Bank and the Federal Reserve.
• The Company and its nonbank subsidiary, OptimumBank Holdings Capital Trust I, may not, directly or indirectly, incur, increase, or guarantee any debt or purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank.
• The Company must obtain prior written consent from the Reserve Bank before appointing any new director or senior executive officer, or changing the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position, and must comply with the regulations applicable to indemnification and severance payments.
• The Company must provide quarterly progress reports to the Reserve Bank, along with parent company only financial statements.

~~The Company may not declare or pay any dividends without prior Reserve Bank and Federal Reserve approval.~~
~~The Company may not, directly or indirectly, take dividends or any other form of payment representing a reduction in capital from the Bank without prior Reserve Bank approval.~~
The Company and its nonbank subsidiary, OptimumBank Holdings Capital Trust I, may not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior written approval of the Reserve Bank and the Federal Reserve.
The Company and its nonbank subsidiary, OptimumBank Holdings Capital Trust I, may not, directly or indirectly, incur, increase, or guarantee any debt or purchase or redeem any shares of its stock without the prior written approval of the Reserve Bank.
The Company must obtain prior written consent from the Reserve Bank before appointing any new director or senior executive officer, or changing the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position, and must comply with the regulations applicable to indemnification and severance payments.
~~The Company must provide quarterly progress reports to the Reserve Bank, along with parent company only financial statements.~~
~~Management believes the Company is in substantial compliance with the requirements of the Written Agreement.~~
Management believes the Company is in substantial compliance with the requirements of the Written Agreement.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(9) Regulatory ~~Matters -~~Matters- Bank.Effective April 16, 2010, the Bank consented to the issuance of a Consent Order by the FDIC and the OFR, also effective as of April 16, 2010.
The Consent Order represents an agreement among the Bank, the FDIC and the OFR as to areas of the Bank’s operations that warrant improvement and presents a plan for making those improvements. The Consent Order imposes no fines or penalties on the Bank. The Consent Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and the OFR.
~~The Consent Order contains the following principal requirements:~~
The Consent Order represents an agreement among the Bank, the FDIC and the OFR as to areas of the Bank’s operations that warrant improvement and presents a plan for making those improvements. The Consent Order imposes no fines or penalties on the Bank. The Consent Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and the OFR.
The Consent Order contains the following principal requirements:

The Board of the Bank is required to increase its participation in the affairs of the Bank and assume full responsibility for the approval of sound policies and objectives for the supervision of all of the Bank’s activities.
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 Board of the Bank is required to increase its participation in the affairs of the Bank and assume full responsibility for the approval of sound policies and objectives for the supervision of all of the Bank’s activities.
• 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.

(continued)
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(9) Regulatory Matters -– Bank, Continued.

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;~~
~~Internal Control Policy; and~~
~~A plan to reduce concentration in commercial real estate loans;~~
The Bank’s Board of Directors must review the adequacy of the allowance for loan and lease losses and establish a comprehensive policy satisfactory to the FDIC and OFR for determining such adequacy at least quarterly thereafter.
~~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 and OFR prior to undertaking asset growth of 10% or more per annum while the Consent Order remains in effect.~~
~~The Bank is required to file quarterly 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 following requirements:~~
~~Scheduled reductions by October 31, 2011, and April 30, 2012, of 60% and 75%, respectively, of loans classified as substandard and doubtful in the 2009 FDIC Examination;~~
~~Retention of a qualified chief executive officer and chief lending officer; and~~
~~Development of a plan to reduce Bank’s concentration in commercial real estate loans acceptable to the supervisory authorities.~~
The Bank has implemented comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans.
o Lending and Collection Policies
o Investment Policy
o Liquidity, Contingency Funding and Funds Management Plan
o Interest Rate Risk Management Policy
o Internal Loan Review and Grading System;
o Internal Control Policy; and
o A plan to reduce concentration in commercial real estate loans;

~~(10)~~ • The Bank’s Board of Directors must review the adequacy of the allowance for loan and lease losses and establish a comprehensive policy satisfactory to the FDIC and OFR for determining such adequacy at least quarterly thereafter.
• 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 and OFR prior to undertaking asset growth of 10% or more per annum while the Consent Order remains in effect.
• The Bank is required to file quarterly 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 following requirements:
• Scheduled reductions by October 31, 2011, and April 30, 2012, of 60% and 75%, respectively, of loans classified as substandard and doubtful in the 2009 FDIC Examination;
• Retention of a qualified chief executive officer and chief lending officer; and
• Development of a plan to reduce Bank’s concentration in commercial real estate loans acceptable to the supervisory authorities.
The Bank has implemented comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans.
(10) Junior Subordinated Debenture.The terms of the debenture agreement allow the Company to defer payments of interest on the debenture by extending the interest payment period at any time during the term of the debenture for up to twenty consecution quarterly periods. The Company has elected its right to defer payment of interest on the debenture. Accrued and unpaid interest on the debenture totaled ~~$367,000~~$406,491 at ~~March 31,~~June 30, 2012.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto presented elsewhere in this report. For additional information, refer to the financial statements and footnotes for the year ended December 31, 2011 in the Annual Report on Form 10-K.
Regulatory Enforcement Actions
Bank Consent Order. On April 16, 2010, the Bank consented to the issuance of a Consent Order (“Consent Order”) by the FDIC and OFR. The Consent Order covers areas of the Bank’s operations that warrant improvement and imposes various requirements and restrictions designed to address these areas, including the requirement to maintain certain minimum capital ratios. A detailed discussion of the Consent Order is contained in Footnote 9 to the condensed consolidated financial statements contained in this report. Management believes that the Bank is currently in substantial compliance with all the requirements of the Consent Order except for the following requirements:

~~Scheduled reductions by October 31, 2011, and April 30, 2012, of 60% and 75%, respectively, of loans classified as substandard and doubtful in the 2009 FDIC Examination;~~
• Scheduled reductions by October 31, 2011, and April 30, 2012, of 60% and 75%, respectively, of loans classified as substandard and doubtful in the 2009 FDIC Examination;
• Retention of a qualified chief executive officer and chief lending officer; and
• Development of a plan to reduce Bank’s concentration in commercial real estate loans acceptable to the supervisory authorities.

~~Retention of a qualified chief executive officer and chief lending officer; and~~
~~Development of a plan to reduce Bank’s concentration in commercial real estate loans acceptable to the supervisory authorities.~~
The Bank has implemented comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans.
Company Written Agreement with Reserve Bank. On June 22, 2010, the Company and the Reserve Bank entered into a Written Agreement with respect to certain aspects of the operation and management of the Company, including, without the prior approval of the Reserve Bank, paying or declaring dividends, taking dividends or payments from the Bank, making any interest, principal or other distributions on trust preferred securities, incurring, increasing or guaranteeing any debt, purchasing or redeeming any shares of stock, or appointing any new director or senior executive officer. Management believes that the Company is currently in substantial compliance with the requirements of the Written Agreement. A detailed discussion of the Written Agreement is contained in Footnote 8 to the condensed consolidated financial statements contained in this report.
28
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
~~Item 2.~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued~~

~~Capital Levels~~
~~The following table summarizes the capital measures of the Bank at March 31, 2012 and December 31, 2011:~~

         FDIC Guideline Requirements
   March 31,
2012    December 31,
2011    Adequately-
Capitalized    Well-
Capitalized    Consent
Order
Tier I risk-based capital ratio
   9.16       7.76       4.00       6.00       *
Total risk-based capital ratio
   13.20       12.48       8.00       10.00       12.00
Leverage ratio
   11.94       11.22       4.00       5.00       8.00
* ~~No additional requirement is established by the Consent Order~~
~~Financial Condition at March 31, 2012 and December 31, 2011~~
~~Overview~~
Our total assets declined by $1.5 million to $152.9 million at March 31, 2012, from $154.5 million at December 31, 2011, due to a $2.0 million reduction in securities primarily as a result of repayments and a $1.0 million reduction in net loans primarily as a result of loan payments, partially offset by a $1.3 million increase in cash and cash equivalents. Deposits decreased by $2.4 million to $105.5 million at March 31, 2012, from $107.9 million at December 31, 2011. Total stockholders’ equity increased by $1.4 million to $8.2 million at March 31, 2012 from $6.8 million at December 31, 2011, due to the receipt of $1.6 million in proceeds from the sale of common stock and a $.3 million decrease in accumulated other comprehensive loss from a reduction of unrealized losses on securities available for sale, partially offset by a $.6 million net loss for the quarter.
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued
Capital Levels
At June 30, 2012, the Bank met or exceeded all of its regulatory capital requirements. The following table summarizes the capital measures of the Bank at June 30, 2012 and December 31, 2011:
FDIC Guideline Requirements
June 30, 2012 December 31, 2011 Adequately- Capitalized Well- Capitalized Consent Order

Tier I risk-based capital ratio 11.92 % 11.22 % 4.00 % 6.00 % *

Total risk-based capital ratio 13.18 % 12.48 % 8.00 % 10.00 % 12.00 %

Leverage ratio 8.63 % 7.76 % 4.00 % 5.00 % 8.00 %
*No additional requirement is established by the Consent Order
Financial Condition at June 30, 2012 and December 31, 2011
Overview
Our total assets declined by $.3 million to $154.1 million at June 30, 2012, from $154.5 million at December 31, 2011, due to a $3.9 million reduction in securities primarily as a result of repayments and a $2.6 million reduction in net loans primarily as a result of loan payoffs and transfers to foreclosed real estate, partially offset by a $5.3 million increase in cash and cash equivalents. Deposits decreased by $1.2 million to $106.7 million at June 30, 2012, from $107.9 million at December 31, 2011, primarily due to a reduction in time deposits. Total stockholders' equity increased by $0.9 million to $7.7 million at June 30, 2012 from $6.8 million at December 31, 2011, due to the receipt of $1.8 million in proceeds from the sale of common stock and a $0.4 million decrease in accumulated other comprehensive loss from a reduction of unrealized losses on securities available for sale, partially offset by a $1.4 million net loss for the six month period ended June 30, 2012.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

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

Six Months Six Months
Ended Year Ended Ended
June 30, December 31, June 30,
2012 2011 2011
   Three Months
Ended
March 31,
2012 Year Ended
December 31,
2011 Three Months
Ended
March 31,
2011
Average equity as a percentage of average assets
   4.67 % 1.04 % 1.15 % 4.89 % 1.04 % 0.64 %

Equity to total assets at end of period
   5.34 % 4.39 % 0.91 % 4.98 % 4.39 % (.66 )%

Return on average assets (1)
   (1.54 )% (2.11 )% (2.44 )% (1.77 )% (2.11 )% (3.36 )%

Return on average equity (1)
   (33.07 )% (203.97 )% (212.49 )% (36.23 )% (203.97 )% (526.43 )%

Noninterest expenses to average assets (1)
   3.15 % 4.08 % 4.30 % 3.40 % 4.08 % 4.49 %

(1) Annualized for the six months ended June 30, 2012 and 2011.
(1) Annualized for the six months ended June 30, 2012 and 2011.

~~(1)~~ ~~Annualized for~~Despite the ~~three months ended March 31, 2012~~slowing decline of real estate values in South Florida, we continue to experience the adverse effects of the prolonged real estate devaluation resulting in significant levels of non-performing loans, foreclosed real estate and ~~2011.~~loan charge-offs. Management, however, is committed to minimizing further losses in the loan portfolio and reducing our nonperforming assets.
Despite the slowing decline of real estate values in South Florida, we continue to experience the adverse effects of the prolonged real estate devaluation resulting in significant levels of non-performing loans, foreclosed real estate and loan charge-offs. Management, however, is committed to minimizing further losses in the loan portfolio and reducing our nonperforming assets.
Liquidity and Sources of Funds
The Bank’s sources of funds include customer deposits, advances from the FHLB, principal repayments and sales of investment securities, loan repayments, foreclosed real estate sales, the use of Federal Funds markets, net income, if any, and loans taken out at the Federal Reserve discount window.
The Bank's sources of funds include customer deposits, advances from the Federal Home Loan Bank of Atlanta ("FHLB"), principal repayments and sales of investment securities, loan repayments, foreclosed real estate sales, the use of Federal Funds markets, net income, if any, and loans taken out at the Reserve Bank discount window.
Deposits are our primary source of funds. Under the Consent Order, the interest rates that we pay on our market area deposits and our ability to accept brokered deposits is restricted. The restriction on brokered deposits is not expected to alter the Bank’s current deposit gathering activities since the Bank has not accepted, renewed or rolled over any brokered deposits since December 2009. With respect to the yield limitations, it is possible that the Bank could experience a decrease in deposit inflows, or the migration of current deposits to competitor institutions, if other institutions offer higher interest rates than those permitted to be offered by the Bank. Despite these yield limitations, we believe that we have the ability to adjust rates on our deposits to attract or retain deposits as needed.
Deposits are our primary source of funds. Under the Consent Order, the interest rates that we pay on our market area deposits and our ability to accept brokered deposits is restricted. The restriction on brokered deposits is not expected to alter the Bank’s current deposit gathering activities since the Bank has not accepted, renewed or rolled over any brokered deposits since December 2009. With respect to the yield limitations, it is possible that the Bank could experience a decrease in deposit inflows, or the migration of current deposits to competitor institutions, if other institutions offer higher interest rates than those permitted to be offered by the Bank. Despite these yield limitations, we believe that we have to the ability to adjust rates on our deposits to attract or retain deposits as needed.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

~~In addition to obtaining funds from depositors, we may borrow funds from other financial institutions. At March 31,~~
In addition to obtaining funds from depositors, we may borrow funds from other financial institutions. At June 30, 2012, the Bank had outstanding borrowings of $31.7 million, against its $31.7 million in established borrowing capacity with the FHLB. The Bank’s borrowing facility is subject to collateral and stock ownership requirements, as well as prior FHLB consent to each advance. The use of the Federal Fund line is subject to certain conditions. In 2010, the Bank obtained an available discount window credit line with the Reserve Bank, currently $1.1 million. The Reserve Bank line is subject to collateral requirements, must be repaid within 90 days, and stock ownership requirements, as well as prior FHLB consent to each advance. In 2010, the Bank obtained an available discount window credit line with the Reserve Bank, currently $1.1 million. The Reserve Bank line is subject to collateral requirements and must be repaid within 90 days; each advance is subject to prior Reserve Bank consent. We measure and monitor our liquidity daily and believe our liquidity sources are adequate to meet our operating needs.
The Company, on an unconsolidated basis, typically relies on dividends from the Bank to fund its operating expenses, primarily expenses of being publicly held, and to make interest payments on its outstanding trust preferred securities. Under the Consent Order, the Bank is currently unable to pay dividends without prior regulatory approval. In addition, under the Written Agreement, we may not pay interest payments on the trust preferred securities or dividends on our common stock, incur any additional indebtedness at the holding company level, or redeem our common stock without the prior regulatory approval of the Reserve Bank. Since January 2010, we have deferred interest payments on our trust preferred securities.
The Company, on an unconsolidated basis, typically relies on dividends from the Bank to fund its operating expenses, primarily expenses of being publicly held, and to make interest payments on its outstanding trust preferred securities. Under the Consent Order, the Bank is currently unable to pay dividends without prior regulatory approval. In addition, under the Written Agreement, we may not pay interest payments on the trust preferred securities or dividends on our common stock, incur any additional indebtedness at the holding company level, or redeem our common stock without the prior regulatory approval of the Reserve Bank. Since January 2010, we have deferred interest payments on our trust preferred securities.
Off-Balance Sheet Arrangements
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of these instruments reflect the extent of the Company’s involvement in these financial instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis.
The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party. As of June 30, 2012, the Company had no commitments to extend credit.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis.
The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party. As of March 31, 2012, the Company has no commitments to extend credit.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

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

Three Months Ended June 30,
   Three Months Ended March 31, 2012 2011
   2012 2011 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
and
Balance    Interest
and
Dividends    Average
Yield/
Rate ($ in thousands)
Interest-earning assets:

Loans
   $ 90,721       995       4.39 % $ 111,905       1,289       4.61 % $ 89,078 $ 982 4.41 % $ 108,219 $ 1,197 4.42 %
Securities
   28,367       298       4.20    52,505       529       4.03    26,563 276 4.16 51,142 500 3.91
Other (1)
   22,236       16       0.29    16,854       15       0.36    27,181 22 0.32 15,796 14 0.35









Total interest-earning assets/interest income
   141,324       1,309       3.70    181,264       1,833       4.04    142,822 1,280 3.58 175,157 1,711 3.91







Cash and due from banks
   421          581          1,962 440
Premises and equipment
   2,685          2,787
Premise and equipment 2,688 2,758
Other
   6,363          5,347          6,702 4,446





Total assets
   $ 150,793          $ 189,979          $ 154,174 $ 182,801






Interest-bearing liabilities:

Savings, NOW and money-market deposits
   34,831       55       0.63    36,166       77       0.85    35,339 57 0.65 36,187 76 0.84
Time deposits
   69,275       236       1.36    111,576       473       1.70    70,765 228 1.29 105,974 422 1.59
Borrowings (2)
   36,855       389       4.22    36,855       380       4.12    36,855 388 4.21 36,855 384 4.17









Total interest-bearing liabilities/interest expense
   140,961       680       1.93    184,597       930       2.02





Total interest-bearing liabilities/ interest expense 142,959 673 1.88 179,016 882 1.97

Noninterest-bearing demand deposits
   545          481          571 513
Other liabilities
   2,247          2,723          2,759 3,074
Stockholders’ equity
   7,040          2,178
Stockholders' equity 7,885 198





Total liabilities and stockholders’ equity
   $ 150,793          $ 189,979





Total liabilities and stockholders' equity $ 154,174 $ 182,801

Net interest income
      $ 629          $ 903       $ 607 $ 829





Interest rate spread (3)
         1.77 %       2.02 %




Interest-rate spread (3) 1.70 % 1.94 %

Net interest margin (4)
         1.78 %       1.99 % 1.70 % 1.89 %




Ratio of average interest-earning assets to average interest-bearing liabilities
   1.00          0.98          1.00 0.98






(1) Includes interest-earning deposits with banks, Federal funds sold, and Federal Home Loan Bank stock dividends.
(2) Includes Federal Home Loan Bank advances, other borrowings and junior subordinated debenture.
(3) ~~Interest rate~~Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average interest-earning assets.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued

Results of Operations
The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities.
Six Months Ended June 30,
2012 2011
Interest Average Interest Average
Average and Yield/ Average and Yield/
Balance Dividends Rate Balance Dividends Rate
($ in thousands)

Interest-earning assets:
Loans $ 89,900 $ 1,977 4.40 % $ 110,062 $ 2,486 4.52 %
Securities 27,465 574 4.18 51,824 1,029 3.97
Other (1) 24,709 38 0.31 16,325 29 0.36

Total interest-earning assets/interest income 142,074 2,589 3.64 178,211 3,544 3.98

Cash and due from banks 1,192 511
Premise and equipment 2,687 2,773
Other 6,531 4,895

Total assets $ 152,484 $ 186,390

Interest-bearing liabilities:
Savings, NOW and money-market deposits 35,085 112 0.64 36,176 153 0.85
Time deposits 70,020 464 1.33 108,775 895 1.65
Borrowings (2) 36,855 777 4.22 36,855 765 4.15

Total interest-bearing liabilities/ interest expense 141,960 1,353 1.91 181,806 1,813 1.99

Noninterest-bearing demand deposits 558 497
Other liabilities 2,503 2,899
Stockholders’ equity 7,463 1,188

Total liabilities and stockholders’ equity $ 152,484 $ 186,390

Net interest income $ 1,236 $ 1,731

Interest-rate spread (3) 1.73 % 1.99 %

Net interest margin (4) 1.74 % 1.94 %

Ratio of average interest-earning assets to average interest-bearing liabilities 1.00 0.98
(1) Includes interest-earning deposits with banks, Federal funds sold, and Federal Home Loan Bank stock dividends.
(2) Includes Federal Home Loan Bank advances, other borrowings and junior subordinated debenture.
(3) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average interest-earning assets.
33
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued
Comparison of the Three-Month Periods Ended ~~March 31,~~June 30, 2012 and 2011
General. Net loss for the three months ended ~~March 31,~~June 30, 2012, was ~~$.6~~$0.8 million or $(.03) per basic and diluted share compared to a net loss of ~~$1.2~~$2.0 million or ~~$(1.41)~~$(2.40) per basic and diluted share for the period ended ~~March 31,~~June 30, 2011. This decrease in ~~the Company’s~~ net loss was ~~primarily~~partially due to a ~~$.9~~$0.3 million reduction in provision for loan losses and a $0.7 million decrease in noninterest expenses ~~including foreclosure expenses, regulatory assessments, and professional fees associated with loan foreclosures and workouts.~~partially offset by a $0.4 million decrease in interest income.
Interest Income. Interest income decreased to $1.3 million for the three months ended ~~March 31,~~June 30, 2012 from ~~$1.8~~$1.7 million for the three months ended ~~March 31,~~June 30, 2011. Interest income on loans decreased ~~$.3~~$0.2 million due primarily to a decrease in the average loan portfolio balance for the three months ended ~~March 31,~~June 30, 2012 compared to the same period in 2011.
Interest ~~on securities~~Expense.Interest expense decreased ~~by $.2~~to $0.7 million ~~to $.3~~for the three months ended June 30, 2012 from $0.9 million for the three months ended June 30, 2011. Interest expense decreased primarily due ~~primarily~~ to a decrease in the average balance ~~of the securities portfolio.~~
~~Interest Expense.~~~~Interest expense on~~in time deposits decreased to $.3 million for the three months ended March 31, 2012 from $.6 million for the three months ended March 31, 2011. Interest expense decreased primarily because of a decrease in average deposits as well as a decrease inand the average yield paid on all deposits during 2012.
Provision for Loan Losses. The provision for the three months ended ~~March 31,~~June 30, 2012, was ~~$27,000~~$0.2 million compared to ~~$34,000~~$0.9 million for the same period in 2011. 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 portfolio at ~~March 31,~~June 30, 2012. 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 ~~$2.0~~$2.1 million or ~~2.19%~~2.37% of loans outstanding at ~~March 31,~~June 30, 2012, compared to $2.3 million, or 2.57% of loans outstanding at December 31, 2011. ~~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 ~~March 31,~~June 30, 2012 is adequate.
Noninterest Income. Total noninterest income ~~decreased to $4,000~~remained unchanged at $0.2 million for the three months ended ~~March 31,~~June 30, 2012, ~~from $16,000 for~~compared to the three months ended ~~March 31, 2011 primarily due to a decrease inservice charges and fees.~~June 30, 2011.
Noninterest Expenses. Total noninterest expenses decreased to ~~$1.2~~$1.4 million for the three months ended ~~March 31,~~June 30, 2012 compared to ~~$2.0~~$2.1 million for the three months ended ~~March 31,~~June 30, 2011, primarily due to a decrease in ~~foreclosure~~ expenses ~~regulatory assessments,~~related to foreclosed real estate and professional fees.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Continued
Comparison of the Six-Month Periods Ended June 30, 2012 and 2011
General. Net loss for the six months ended June 30, 2012, was $1.4 million or $(.05) per basic and diluted share compared to a net loss of $3.1 million or $(3.82) per basic and diluted share for the period ended June 30, 2011. The decrease in the Company’s net loss was primarily due to a $1.6 million decrease in noninterest expense and a $0.7 million decrease in provision for loan losses, partially offset by a $1.0 million decrease in total interest income.
Interest Income. Interest income decreased to $2.6 million for the six months ended June 30, 2012 from $3.5 million for the six months ended June 30, 2011. Interest income on loans decreased $0.5 million due primarily to a decrease in the average loan portfolio balance for the six months ended June 30, 2012 compared to the same period in 2011. Interest on securities decreased by $0.5 million to $0.6 million due primarily to a decrease in the average balance of the securities portfolio.
Interest Expense.Interest expense on deposits decreased to $0.5 million for the six months ended June 30, 2012 from $1.0 million for the six months ended June 30, 2011. Interest expense decreased primarily due to a decrease in the average balance in time deposits and the average yield paid on all deposits during 2012.
Provision for Loan Losses. The provision for the six months ended June 30, 2012, was $0.2 million compared to $0.9 million for the same period in 2011. 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 portfolio at June 30, 2012. 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 $2.1 million or 2.42% of loans outstanding at June 30, 2012, compared to $2.3 million, or 2.63% of loans outstanding at December 31, 2011. Management believes the balance in the allowance for loan losses at June 30, 2012 is adequate.
Noninterest Income. Total noninterest income remained unchanged at $0.2 million for the six months ended June 30, 2012, compared to the six months ended June 30, 2011.
Noninterest Expenses. Total noninterest expenses decreased to $2.6 million for the six months ended June 30, 2012 compared to $4.2 million for the six months ended June 30, 2011, primarily due to a decrease in professional fees and expenses related to foreclosed real estate.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Item 4. Controls and Procedures
Under the supervision and with the participation of our President and Chief Financial Officer (our principal executive officer and principal financial officer), we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on this evaluation, the President and Chief Financial Officer concluded that these disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Private Sale to Accredited Investor
On May 22, 2012, the Company closed the sale of 312,500 shares of its common stock at a price of $.40 per share to an individual accredited investor. The shares sold were not registered under the Securities Act of 1933 (the "Securities Act"), in reliance on the exemption provided by Section 4(2) thereof as a transaction by an issuer not involving a public offering.
Non-Employee Director Share Issuances
On June 30, 2012, the Company issued an aggregate of 18,597 shares of its common stock to the Company's non-employee directors under the Company's 2011 Equity Incentive Plan and the Company's Non-Employee Director Compensation Plan (the "Director Compensation Plan") for attendance fees at Company board meetings during the second quarter of 2012. Under the Director Compensation Plan, which became effective on January 1, 2012, fees for attendance at board and committee meetings are payable 75% in shares of common stock and 25% in cash on a quarterly basis. The shares were issued at the price of $0.64, the fair market value of the shares on the date of issuance. The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering.
Item 6. Exhibits
The exhibits contained in the Exhibit Index following the signature page are filed with or incorporated by reference into this report.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
~~Item 4.~~ ~~Controls~~OPTIMUMBANK HOLDINGS, INC.
(Registrant)
Date:August 14, 2012 By: /s/ Richard L. Browdy
Richard L. Browdy
President and ~~Procedures~~Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)
Under the supervision and with the participation of our President and Chief Financial Officer (our principal executive officer and principal financial officer), we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on this evaluation, the President and Chief Financial Officer concluded that these disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
~~PART II. OTHER INFORMATION~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Articles of Incorporation (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)
4.1 Bylaws (incorporated by reference from Current Report on Form 8-K filed with the SEC on May 11, 2004)
4.2 Form of stock certificate (incorporated by reference from Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004)
4.3 Form of Registration Rights Agreement between OptimumBank Holdings, Inc. and Investors (incorporated by reference from Current Report on Form 8-K filed with the SEC on October 31, 2011)
4.4 The Company has outstanding certain long-term debt. None of such debt exceeds ten percent of the Company’s total assets; therefore, copies of the constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the SEC upon request.
10.1 OptimumBank Holdings, Inc. Non-Employee Director Compensation Plan (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)
10.2 Amended and Restated Stock Purchase Agreement, dated as of December 5 2011, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)
10.3 First Amendment dated June 29, 2012 to Amended and Restated Stock Purchase Agreement between OptimumBank Holdings, Inc. and Moishe Gubin dated December 5, 2011 (incorporated by reference from Current Report on Form 8-K filed with the SEC on July 6, 2012)
31.1 Certification of Principal Executive and Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Principal Executive and Principal Financial Officer under 18 U.S.C. Section 1350
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document

~~Item 6.~~ ~~Exhibits~~
~~The exhibits contained in the Exhibit Index following the signature page are filed with or incorporated by reference into this report.~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~SIGNATURES~~
~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~
~~OPTIMUMBANK HOLDINGS, INC.~~
    ~~(Registrant)~~
~~Date:~~
~~May 11, 2012~~
~~By:~~
~~/s/ Richard L. Browdy~~
~~Richard L. Browdy~~
~~President and Chief Financial Officer~~
~~(Principal Executive Officer and Principal Financial Officer)~~
~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~
~~EXHIBIT INDEX~~
~~Exhibit~~
~~No.~~
~~Description~~
    ~~3.1~~ ~~Amended and Restated Articles of Incorporation (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)~~
    ~~4.1~~ ~~Bylaws (incorporated by reference from Current Report on Form 8-K filed with the SEC on May 11, 2004)~~
    ~~4.2~~ ~~Form of stock certificate (incorporated by reference from Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004)~~
    ~~4.3~~ ~~Form of Registration Rights Agreement between OptimumBank Holdings, Inc. and Investors (incorporated by reference from Current Report on Form 8-K filed with the SEC on October 31, 2011)~~
    ~~4.4~~ The Company has outstanding certain long-term debt. None of such debt exceeds ten percent of the Company’s total assets; therefore, copies of the constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the SEC upon request.
  ~~10.1~~ ~~OptimumBank Holdings, Inc. Non-Employee Director Compensation Plan (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)~~
  ~~10.2~~ Amended and Restated Stock Purchase Agreement, dated as of December 5 2011, between OptimumBank Holdings, Inc. and Moishe Gubin (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 30, 2012)
  ~~31.1~~ ~~Certification of Principal Executive and Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act~~
  ~~32.1~~ ~~Certification of Principal Executive and Principal Financial Officer under 18 U.S.C. Section 1350~~
~~101.INS~~ ~~XBRL Instance Document~~
~~101.SCH~~ ~~XBRL Taxonomy Extension Schema Document~~
~~101.CAL~~ ~~XBRL Taxonomy Extension Calculation Linkbase Document~~
~~101.DEF~~ ~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~101.LAB~~ ~~XBRL Taxonomy Extension Label Linkbase Document~~
~~101.PRE~~ ~~XBRL Taxonomy Extension Presentation Linkbase Document~~


	Three Months Ended March 31,
	2012			2011
Interest income:
Loans	$	995		$	1,289
Securities		298			529
Other		16			15


Total interest income		1,309			1,833


Interest expense:
Deposits		291			550
Borrowings		389			380


Total interest expense		680			930


Net interest income		629			903

Provision for loan losses		27			34


Net interest income after provision for loan losses		602			869


Noninterest income:
Service charges and fees		3			10
Other		1			6


Total noninterest income		4			16


Noninterest expenses:
Salaries and employee benefits		410			476
Professional fees		239			390
Occupancy and equipment		119			133
Data processing		50			52
Insurance		70			114
Foreclosed real estate expenses		68			391
Regulatory assessment		44			221
Other		188			265


Total noninterest expenses		1,188			2,042


Net loss	$	(582	)	$	(1,157	)


Net loss per share:
Basic	$	(.03	)	$	(1.41	)


Diluted	$	(.03	)	$	(1.41	)


Dividends per share	$	0		$	0


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

Balance at December 31, 2010		819,358	$	8	$	19,071	$	(16,244	)	$	0		$	2,835

Net loss for the three months ended March 31, 2011 (unaudited)		0		0		0		(1,157	)		0			(1,157	)


Balance at March 31, 2011 (unaudited)		819,358	$	8	$	19,071	$	(17,401	)	$	0		$	1,678


Balance at December 31, 2011		22,411,108	$	224	$	27,491	$	(19,991	)	$	(938	)	$	6,786

Net loss for the three months ended March 31, 2012 (unaudited)		0		0		0		(582	)		0			(582	)

Net change in unrealized loss on securities available for sale (unaudited)		0		0		0		0			327			327

Proceeds from sale of common stock (unaudited)		4,076,289		41		1,602		0			0			1,643


Balance at March 31, 2012 (unaudited)		26,487,397	$	265	$	29,093	$	(20,573	)	$	(611	)	$	8,174

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011

Interest income:
Loans	$	982		$	1,197		$	1,977		$	2,486
Securities		276			500			574			1,029
Other		22			14			38			29

Total interest income		1,280			1,711			2,589			3,544

Interest expense:
Deposits		285			498			576			1,048
Borrowings		388			384			777			765

Total interest expense		673			882			1,353			1,813

Net interest income		607			829			1,236			1,731

Provision for loan losses		154			860			181			894

Net interest income (expense) after provision for loan losses		453			(31	)		1,055			837

Noninterest income:
Service charges and fees		8			6			11			16
Loan prepayment fees		0			0			0			6
Gain on sale of securities		0			153			0			153
Other		178			46			178			46

Total noninterest income		186			205			189			221

Noninterest expenses:
Salaries and employee benefits		426			461			836			937
Occupancy and equipment		125			134			243			267
Data processing		63			49			114			101
Professional fees		288			459			527			849
Insurance		70			113			139			227
Stationary and supplies		10			8			21			17
Foreclosed real estate		70			592			138			983
Regulatory assessment		78			160			123			381
Other		279			168			455			423

Total noninterest expenses		1,409			2,144			2,596			4,185

Net loss	$	(770	)	$	(1,970	)	$	(1,352	)	$	(3,127	)

Net loss per share-
Basic and diluted	$	(.03	)	$	(2.40	)	$	(.05	)	$	(3.82	)

Dividends per share	$	0		$	0		$	0		$	0

										Accumulated
										Other			Total
					Additional					Compre-			Stockholders’
	Common Stock				Paid-In		Accumulated			hensive			Equity
	Shares		Amount		Capital		Deficit			Loss			(Deficit)

Balance at December 31, 2010		819,358	$	8	$	19,071	$	(16,244	)	$	0		$	2,835

Net loss for the six months ended June 30, 2011 (unaudited)		0		0		0		(3,127	)		0			(3,127	)

Unrealized loss on securities available for sale (unaudited)		0		0		0		0			(875	)		(875	)

Balance at June 30, 2011 (unaudited)		819,358	$	8	$	19,071	$	(19,371	)	$	(875	)	$	(1,167	)


Balance at December 31, 2011		22,411,108	$	224	$	27,491	$	(19,991	)	$	(938	)	$	6,786

Proceeds from sale of common stock (unaudited)		4,447,500		45		1,735		0			0			1,780

Common stock issued as compensation to directors		22,386		0		25		0			0			25

Net loss for the six months ended June 30, 2012 (unaudited)		0		0		0		(1,352	)		0			(1,352	)

Net change in unrealized loss on securities available for sale (unaudited)		0		0		0		0			438			438

Balance at June 30, 2012 (unaudited)		26,880,994	$	269	$	29,251	$	(21,343	)	$	(500	)	$	7,677

	In the opinion of management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at June 30, 2012, and the results of operations for the three- and six-month periods ended June 30, 2012 and 2011. The results of operations for the three and six months ended June 30, 2012, are not necessarily indicative of the results to be expected for the full year.

	*Comprehensive Loss.*Generally accepted accounting principles generally requires that recognized revenue, expenses, gains and losses be included in net loss. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items along with net loss, are components of comprehensive loss. The only component of other comprehensive loss is the net change in the unrealized loss on the securities available for sale.

	*Income Taxes.* During the year ended December 31, 2009, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it is more likely than not that the deferred tax asset will not be realized in the near term. Accordingly, a valuation allowance was recorded against the net deferred tax asset for the amount not expected to be realized in the future. Based on the available evidence at June 30, 2012, the Company determined that it is still more likely than not that the deferred tax asset will not be realized in the near term. Accordingly, the valuation allowance was increased in 2012 to offset the increase in the net deferred tax asset.

	*Recent Pronouncements.* In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-12 (“ASU 2011-12”),Comprehensive Income (Topic 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-05”).Stakeholders raised concerns that the new presentation requirements about reclassifications of items out of accumulated other comprehensive income would be difficult for preparers and may add unnecessary complexity to financial statements. In addition, it is difficult for some stakeholders to change systems in time to gather the information for the new presentation requirements by the effective date of Update 2011-05. All other requirements in ASU 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The amendments in ASU 2011-12 are effective on a retrospective basis for public entities for annual periods beginning after December 15, 2011, and interim periods within those years. An entity should provide the disclosures required by ASU 2011-12 retrospectively for all comparative periods presented. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.

	In December 2011, the FASB issued ASU No. 2011-11 (“ASU 2011-11”),Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities.The objective of ASU 2011-11 is to enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with Section 210-20-45 or Section 815-10-45. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. The amendments in ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by ASU 2011-11 retrospectively for all comparative periods presented. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.

	*Recent Pronouncements, Continued.In June 2011, the FASB issued ASU No. 2011-05 (“ASU 2011-05”),Comprehensive Income (Topic 220), Presentation of Comprehensive Income.*The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To achieve this goal and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the consolidated statement of changes in stockholders’ equity. The amendments in ASU 2011-05 require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.

	In May 2011, the FASB issued ASU No. 2011-04 (“ASU 2011-04”),Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.The objective of ASU 2011-04 is to provide clarification of Topic 820 and, also, to ensure that fair value has the same meaning in U.S. generally accepted accounting principles (“GAAP”) and in international financial reporting standards (“IFRSs”) and that their respective fair value measurement and disclosure requirements are generally the same. Thus, this update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. The amendment is effective for interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. Early application is not permitted. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
*At March 31, 2012:*
Securities Available for Sale-
Mortgage-backed securities	$	27,557	$	216	$	(827	)	$	26,946


Security Held to Maturity-
State of Israel Bond	$	100	$	0	$	0		$	100


*At December 31, 2011:*
Securities Available for Sale-
Mortgage-backed securities	$	29,845	$	202	$	(1,140	)	$	28,907


Security Held to Maturity-
State of Israel Bond	$	100	$	0	$	0		$	100

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
At June 30, 2012:
Securities Available for Sale-
Mortgage-backed securities	$	25,504	$	236	$	(736	)	$	25,004

At December 31, 2011:
Securities Available for Sale-
Mortgage-backed securities	$	29,845	$	202	$	(1,140	)	$	28,907


	Less Than Twelve Months					Over Twelve Months
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
Securities Available for Sale-
Mortgage-backed securities	$	(14	)	$	535	$	(813	)	$	10,019

	In June 2011, the Company transferred securities with a book value of approximately $50.5 million from the held to maturity category to the available for sale category. The fair value of the securities was $49.8 million resulting in unrealized losses of approximately $0.7 million. The net unrealized loss was recorded in accumulated other comprehensive loss. Due to this transfer, the Company will be prohibited from classifying securities as held to maturity for a period of two years.

	Securities with gross unrealized losses at June 30, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows (in thousands):

~~(3)~~
(3)	*Loans.*The segments of loans are as follows (in thousands):


	At March 31, 2012			At December 31, 2011

Residential real estate	$	29,891		$	30,434
Multi-family real estate		4,059			4,109
Commercial real estate		41,025			41,307
Land and construction		11,397			11,783
Commercial		3,693			3,713
Consumer		125			175


Total loans		90,190			91,521

Add (deduct):
Net deferred loan fees, costs and premiums		39			45
Allowance for loan losses		(1,975	)		(2,349	)


Loans, net	$	88,254		$	89,217

	At June 30,			At December 31,
	2012			2011

Residential real estate	$	31,821		$	30,434
Multi-family real estate		4,316			4,109
Commercial real estate		39,805			41,307
Land and construction		8,935			11,783
Commercial		3,673			3,713
Consumer		124			175

Total loans		88,674			91,521

Add (deduct):
Net deferred loan fees, costs and premiums		69			45
Allowance for loan losses		(2,102	)		(2,349	)

Loans, net	$	86,641		$	89,217


	March 31, 2012
	Residential Real Estate		Multi-Family Real Estate			Commercial Real Estate			Land and Construction			Commercial			Consumer		Total

Beginning balance	$	549	$	247		$	1,190		$	187		$	161		$	15	$	2,349
Provision (credit) for loan losses		112		(33	)		(307	)		294			(44	)		5		27
Charge-offs		0		0			(69	)		(335	)		0			0		(404	)
Recoveries		0		0			0			0			0			3		3


Ending balance	$	661	$	214		$	814		$	146		$	117		$	23	$	1,975


Individually evaluated for impairment:
Recorded investment	$	8,006	$	0		$	15,438		$	6,877		$	0		$	0	$	30,321

Balance in allowance for loan losses	$	0	$	0		$	0		$	0		$	0		$	0	$	0


Collectively evaluated for impairment:
Recorded investment	$	21,885	$	4,059		$	25,587		$	4,520		$	3,693		$	125	$	59,869

Balance in allowance for loan losses	$	661	$	214		$	814		$	146		$	117		$	23	$	1,975


	March 31, 2011
	Residential Real Estate		Multi-Family Real Estate		Commercial Real Estate			Land and Construction			Consumer			Total

Beginning balance	$	1,285	$	282	$	1,542		$	514		$	80		$	3,703
Provision (credit) for loan losses		27		23		(97	)		90			(9	)		34
Charge-offs		0		0		0			(245	)		0			(245	)
Recoveries		2		0		0			23			3			28


Ending balance	$	1,314	$	305	$	1,445		$	382		$	74		$	3,520


Individually evaluated for impairment:
Recorded investment	$	12,047	$	0	$	19,488		$	9,052		$	229		$	40,816

Balance in allowance for loan losses	$	0	$	0	$	11		$	199		$	0		$	210


Collectively evaluated for impairment:
Recorded investment	$	25,650	$	4,186	$	33,678		$	5,006		$	108		$	68,628

Balance in allowance for loan losses	$	1,314	$	305	$	1,434		$	183		$	74		$	3,310

	Residential			Multi-Family			Commercial			Land
	Real			Real			Real			and
	Estate			Estate			Estate			Construction			Commercial			Consumer		Total
Three-Month Period Ended June 30, 2012:
Beginning balance	$	661		$	214		$	814		$	146		$	117		$	23	$	1,975
Provision (credit) for loan losses		189			31			97			(161	)		(2	)		0		154
Charge-offs		(147	)		0			(141	)		0			0			0		(288	)
Recoveries		0			0			29			230			0			2		261

Ending balance	$	703		$	245		$	799		$	215		$	115		$	25	$	2,102

Six-Month Period Ended June 30, 2012:
Beginning balance	$	549		$	247		$	1,190		$	187		$	161		$	15	$	2,349
Provision (credit) for loan losses		301			(2	)		(210	)		133			(46	)		5		181
Charge-offs		(147	)		0			(210	)		(335	)		0			0		(692	)
Recoveries		0			0			29			230			0			5		264

Ending balance	$	703		$	245		$	799		$	215		$	115		$	25	$	2,102

	At June 30, 2012
	Residential		Multi-Family		Commercial		Land
	Real		Real		Real		and
	Estate		Estate		Estate		Construction		Commercial		Consumer		Total
Individually evaluated for impairment:
Recorded investment	$	7,814	$	0	$	14,365	$	2,489	$	0	$	0	$	24,668
Balance in allowance for loan losses	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Collectively evaluated for impairment:
Recorded investment	$	24,007	$	4,316	$	25,440	$	6,446	$	3,673	$	124	$	64,006
Balance in allowance for loan losses	$	703	$	245	$	799	$	215	$	115	$	25	$	2,102

	At December 31, 2011
	Residential		Multi-Family		Commercial		Land
	Real		Real		Real		and
	Estate		Estate		Estate		Construction		Consumer		Total
Individually evaluated for impairment:
Recorded investment	$	7,919	$	0	$	16,716	$	7,241	$	68	$	31,944
Balance in allowance for loan losses	$	0	$	0	$	11	$	0	$	0	$	11

Collectively evaluated for impairment:
Recorded investment	$	23,223	$	4,109	$	27,596	$	4,542	$	107	$	59,577
Balance in allowance for loan losses	$	566	$	247	$	1,323	$	187	$	15	$	2,338

	*Commercial Loans.*Commercial loans are primarily underwritten on the basis of the borrowers’ ability to service such debt from income. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. As a general practice, the Company takes as collateral a security interest in any available real estate, equipment, or other chattel, although loans may also be made on an unsecured basis. Collateralized working capital loans typically are secured by short-term assets whereas long-term loans are primarily secured by long-term assets. These loans are also affected by adverse economic conditions should they prevail within the Company’s local market.

	*Consumer Loans.* Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates and may be made on terms of up to ten years. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

															OLEM
	Pass		OLEM (Other Loans Especially Mentioned)		Substandard		Doubtful		Loss		Total				(Other Loans
*At March 31, 2012:*
															Especially
													Pass		Mentioned)		Substandard		Doubtful		Loss		Total
At June 30, 2012:
Residential real estate:
Closed-end first mortgages	$	18,737	$	2,919	$	5,087	$	0	$	0	$	26,743	$	20,871	$	2,919	$	4,895	$	0	$	0	$	28,685
Closed-end second mortgages		3,148		0		0		0		0		3,148		3,136		0		0		0		0		3,136


Total residential real estate		21,885		2,919		5,087		0		0		29,891		24,007		2,919		4,895		0		0		31,821


Multi-family real estate		4,059		0		0		0		0		4,059		4,316		0		0		0		0		4,316


Commercial real estate:
Owner-occupied		10,073		2,001		369		0		0		12,443		10,011		1,992		78		0		0		12,081
Non-owner-occupied		12,371		1,141		15,070		0		0		28,582		12,303		1,133		14,288		0		0		27,724


Total commercial real estate		22,444		3,142		15,439		0		0		41,025		22,314		3,125		14,366		0		0		39,805


Land and construction		4,471		49		6,877		0		0		11,397		6,397		49		2,489		0		0		8,935


Commercial		3,693		0		0		0		0		3,693		3,673		0		0		0		0		3,673


Consumer:
Non-real estate secured		0		68		0		0		0		68
Real estate secured		57		0		0		0		0		57


Total consumer		57		68		0		0		0		125

Consumer														57		67		0		0		0		124

Total	$	56,609	$	6,178	$	27,403	$	0	$	0	$	90,190	$	60,764	$	6,160	$	21,750	$	0	$	0	$	88,674


*At December 31, 2011:*
Residential real estate:
Closed-end first mortgages	$	18,588	$	3,686	$	5,001	$	0	$	0	$	27,275	$	18,588	$	3,686	$	5,001	$	0	$	0	$	27,275
Closed-end second mortgages		3,159		0		0		0		0		3,159		3,159		0		0		0		0		3,159


Total residential real estate		21,747		3,686		5,001		0		0		30,434		21,747		3,686		5,001		0		0		30,434


Multi-family real estate		4,109		0		0		0		0		4,109		4,109		0		0		0		0		4,109


Commercial real estate:
Owner-occupied		10,132		2,012		369		0		0		12,513		10,132		2,012		369		0		0		12,513
Non-owner-occupied		10,822		2,764		15,208		0		0		28,794		10,822		2,764		15,208		0		0		28,794


Total commercial real estate		20,954		4,776		15,577		0		0		41,307		20,954		4,776		15,577		0		0		41,307


Land and construction		4,493		49		7,241		0		0		11,783		4,493		49		7,241		0		0		11,783


Commercial		3,713		0		0		0		0		3,713		3,713		0		0		0		0		3,713


Consumer:
Non-real estate secured		0		68		0		0		0		68
Real estate secured		107		0		0		0		0		107


Total consumer		107		68		0		0		0		175

Consumer														107		68		0		0		0		175

Total	$	55,123	$	8,579	$	27,819	$	0	$	0	$	91,521	$	55,123	$	8,579	$	27,819	$	0	$	0	$	91,521

	Pass – a Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified.

	OLEM (Other Loans Especially Mentioned) – an Other Loan Especially Mentioned has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date.

	Substandard – a Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

	Doubtful – a loan classified Doubtful has all the weaknesses inherent in one classified Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as Doubtful.

	Loss – a loan classified Loss is considered uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as Loss.

															Accruing Loans
	Accruing Loans														30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Nonaccrual Loans		Total Loans
*At March 31, 2012:*
At June 30, 2012:
Residential real estate:
Closed-end first mortgages	$	0	$	41	$	0	$	41	$	21,615	$	5,087	$	26,743	$	0	$	0	$	0	$	0	$	23,789	$	4,896	$	28,685
Closed-end second mortgages		0		0		0		0		3,148		0		3,148		0		0		0		0		3,136		0		3,136


Subtotal		0		41		0		41		24,763		5,087		29,891		0		0		0		0		26,925		4,896		31,821


Multi-family real estate		0		0		0		0		4,059		0		4,059		0		0		0		0		4,316		0		4,316


Commercial real estate:
Owner-occupied		0		0		0		0		12,074		369		12,443		1,241		0		0		1,241		10,763		78		12,082
Non-owner-occupied		3,300		0		0		3,300		10,212		15,070		28,582		0		0		0		0		13,436		14,287		27,723


Subtotal		3,300		0		0		3,300		22,286		15,439		41,025		1,241		0		0		1,241		24,199		14,365		39,805


Land and construction		0		0		0		0		4,520		6,877		11,397		0		0		0		0		6,446		2,489		8,935

Commercial		0		0		0		0		3,693		0		3,693		0		0		0		0		3,673		0		3,673


Consumer:
Non-real estate secured		0		0		0		0		68		0		68
Real estate secured		0		0		0		0		57		0		57


Subtotal		0		0		0		0		125		0		125

Consumer																0		0		0		0		124		0		124

Total	$	3,300	$	41	$	0	$	3,341	$	59,446	$	27,403	$	90,190	$	1,241	$	0	$	0	$	1,241	$	65,683	$	21,750	$	88,674


*At December 31, 2011:*
Residential real estate:
Closed-end first mortgages	$	0	$	768	$	0	$	768	$	21,506	$	5,001	$	27,275	$	0	$	768	$	0	$	768	$	21,506	$	5,001	$	27,275
Closed-end second mortgages		0		0		0		0		3,159		0		3,159		0		0		0		0		3,159		0		3,159


Subtotal		0		768		0		768		24,665		5,001		30,434		0		768		0		768		24,665		5,001		30,434


Multi-family real estate		0		0		0		0		4,109		0		4,109		0		0		0		0		4,109		0		4,109


Commercial real estate:
Owner-occupied		0		0		0		0		12,144		369		12,513		0		0		0		0		12,144		369		12,513
Non-owner-occupied		0		0		0		0		13,586		15,208		28,794		0		0		0		0		13,586		15,208		28,794


Subtotal		0		0		0		0		25,730		15,577		41,307		0		0		0		0		25,730		15,577		41,307


Land and construction		0		0		0		0		4,542		7,241		11,783		0		0		0		0		4,542		7,241		11,783

Commercial		0		0		0		0		3,713		0		3,713		0		0		0		0		3,713		0		3,713


Consumer:
Non-real estate secured		0		0		0		0		68		0		68
Real estate secured		0		0		0		0		107		0		107


Subtotal		0		0		0		0		175		0		175

Consumer																0		0		0		0		175		0		175

Total	$	0	$	768	$	0	$	768	$	62,934	$	27,819	$	91,521	$	0	$	768	$	0	$	768	$	62,934	$	27,819	$	91,521


	At March 31, 2012						At December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Residential real estate-
Closed-end first mortgages	$	8,006	$	8,551	$	0	$	7,919	$	8,465	$	0
Commercial real estate:
Owner-occupied		368		376		0		369		376		0
Non-owner-occupied		15,070		17,516		0		15,208		17,584		0
Land and construction		6,877		11,623		0		7,241		11,652		0
Consumer-
Non-real estate secured		0		0		0		68		68		0

With an allowance recorded:
Commercial real estate-
Non-owner-occupied		0		0		0		1,139		1,139		11

Total:
Residential real estate-
Closed-end first mortgages	$	8,006	$	8,551	$	0	$	7,919	$	8,465	$	0

Commercial real estate:
Owner-occupied	$	368	$	376	$	0	$	369	$	376	$	0

Non-owner-occupied	$	15,070	$	17,516	$	0	$	16,347	$	18,723	$	11

Land and construction	$	6,877	$	11,623	$	0	$	7,241	$	11,652	$	0

Consumer-
Non-real estate secured	$	0	$	0	$	0	$	68	$	68	$	0


Total	$	30,321	$	38,066	$	0	$	31,944	$	39,284	$	11

	At June 30, 2012						At December 31, 2011
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance recorded:
Residential real estate-
Closed-end first mortgages	$	7,814	$	8,506	$	0	$	7,919	$	8,465	$	0
Commercial real estate:
Owner-occupied		78		78		0		369		376		0
Non-owner-occupied		14,287		16,816		0		15,208		17,584		0
Land and construction		2,489		5,482		0		7,241		11,652		0
Consumer		0		0		0		68		68		0

With an allowance recorded:
Commercial real estate-
Non-owner-occupied		0		0		0		1,139		1,139		11

Total:
Residential real estate-
Closed-end first mortgages	$	7,814	$	8,506	$	0	$	7,919	$	8,465	$	0
Commercial real estate:
Owner-occupied	$	78	$	78	$	0	$	369	$	376	$	0
Non-owner-occupied	$	14,287	$	16,816	$	0	$	16,347	$	18,723	$	11
Land and construction	$	2,489	$	5,482	$	0	$	7,241	$	11,652	$	0
Consumer	$	0	$	0	$	0	$	68	$	68	$	0

Total	$	24,668	$	30,882	$	0	$	31,944	$	39,284	$	11


	For the Period Ended March 31,						For the Period Ended March 31,
	2012						2011
	Average Recorded Investment		Interest Income Recognized		Interest Income Received		Average Recorded Investment		Interest Income Recognized		Interest Income Received
Residential real estate-
Closed-end first mortgages	$	8,011	$	52	$	68	$	11,752	$	52	$	78

Commercial real estate:
Owner-occupied	$	369	$	0	$	0	$	751	$	0	$	1

Non-owner-occupied	$	15,199	$	0	$	51	$	19,465	$	53	$	117

Land and construction	$	7,123	$	0	$	29	$	8,080	$	21	$	56

Consumer-
Non-real estate secured	$	0	$	0	$	0	$	234	$	2	$	2


Total	$	30,702	$	52	$	148	$	40,282	$	128	$	254

										Regulatory
	Bank			Regulatory Requirement			Bank			Requirement

Tier I capital to total average assets		9.16	%		8.00	%		8.63	%		8.00	%

Tier I capital to risk-weighted assets		11.94	%		4.00	%		11.92	%		4.00	%

Total capital to risk-weighted assets		13.20	%		12.00	%		13.18	%		12.00	%

~~(6)~~	*~~Stock-Based Compensation, Continued~~*.The Company’s prior stock option plan terminated on February 27, 2011. At ~~March~~June 30, 2012, no options were available for grant under this plan. Options must be exercised within ten years of the date of grant.

	A summary of the activity in the prior plan is as follows:


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

Outstanding at December 31, 2011		50,900		$	34.31
Options forfeited		(11,392	)		32.97


Outstanding and exercisable at March 31, 2012		39,508		$	34.70		2.8 years	$	0


	Fair Value Measurements at Reporting Date Using
	Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
*As of March 31, 2012-*
Mortgage-backed securities	$	26,946	$	0	$	26,946	$	0


*As of December 31, 2011-*
Mortgage-backed securities	$	28,907	$	0	$	28,907	$	0