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

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

Indicate by check mark whether the registrant 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). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~1,103,447~~ 6,002,612 shares of ~~Common Stock,~~common stock, $.01 par value, issued and outstanding as of ~~November 13, 2017.~~May 11, 2022.

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

(in thousands, except per share amounts)

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

(In thousands)

~~Nine~~Three Months ~~ended September 30, 2017~~Ended March 31, 2022 and ~~2016~~2021

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

There were no sales of debt securities ~~(in thousands):~~during the three months ended March 31, 2022 and 2021.

Debt Securities available for sale with gross unrealized losses, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position, is as follows (in thousands):

Schedule of Debt Securities with Gross Unrealized Losses, by Investment Category

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

~~The following summarizes the amount~~(3) Loans, Continued. Age analysis of past-due loans is as follows (in thousands):

There were no impaired loans ~~(in thousands):~~at March 31, 2022 or December 31, 2021.

(3) Loans, Continued. The average recorded investment in impaired loans and interest income recognized and received on impaired loans are as follows (in thousands):

(4) Earnings Per Share. Basic earnings per share have been computed on the basis of the weighted-average number and 2021 shares of common stock outstanding during the period. During the three month periods ended March 31, 2022, basic and diluted earnings per share is the same as there were no outstanding potentially dilutive securities. Earnings per common share have been computed based on the following:

At September 30, 2017, the Bank is well-capitalized. As a result of the Consent Order discussed in Note 9, the Bank cannot be categorized higher than “adequately capitalized” until the Consent Order is lifted, even if its ratios were to exceed those required to be a “well capitalized” bank.

~~(continued)~~

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~(5)~~

(~~Loss) Earnings per Share.~~ Basic (loss) earnings per share has been computed on the basis of the weighted-average number of shares of common stock outstanding during the periods. (Loss) earnings per common share have been computed based on the following (weighted-average number of common shares outstanding have been adjusted for the reverse stock split discussed in note 11):

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Weighted-average number of common shares outstanding used to calculate basic and diluted (loss) earnings per common share 1,103,447 1,097,644 1,103,447 1,024,704

~~(continued)~~(5) Stock-Based Compensation

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~The Company is authorized to grant stock options, stock grants and other forms of equity-based compensation under its 2018 Equity Incentive Plan (the “2018 Plan”). The plan has been approved by the shareholders. The Company is authorized to issue up to 550,000 shares of common stock under the 2018 Plan, of which 250,096 shares remain available for grant. NaN stock options are outstanding at March 31, 2022.

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~(6) Fair Value Measurements. There were no impaired collateral dependent loans measured at fair value on a nonrecurring basis at March 31, 2022 and December 31, 2021.

~~(6)~~	*~~Stock-Based Compensation.~~* On December 27, 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan (“2011 Plan”). In May 2016, the Company increased the total number of shares available to be awarded from 105,000 shares (adjusted for the one-for-ten reverse stock split) to 210,000 shares. Options, restricted stock, performance share awards and bonus share awards in lieu of obligations may be issued under the 2011 Plan. Both incentive stock options and nonqualified stock options can be granted under the 2011 Plan. The exercise price of the stock options cannot be less than the fair market value of the common stock on the date of grant. Options must be exercised within ten years of the date of grant.

	As of September 30, 2017, only common stock has been issued as compensation to directors for services rendered under this plan. There were no shares of common stock issued during the period ended September 30, 2017. A total of 7,559 shares of common stock (adjusted for one-for-ten reverse stock split) were issued during the period ended September 30, 2016. A total of $32,000 of compensation was recorded during the period ended September 30, 2016. Subsequently, $200,000 (46,296 shares) was reclassified to other liabilities (see Note 13). At September 30, 2017, a total of 145,861 (adjusted for one-for-ten reverse stock split) shares remain available for grant.

~~(7)~~

~~Fair Value Measurements.~~~~Assets measured at fair value on a nonrecurring basis are as follows (in thousands):~~

~~Impaired Collateral Dependent Loans:~~

Fair
Value Level 1 Level 2 Level 3 Total
Losses Losses
Recorded in
Operations
At September 30, 2017-
Residential real estate $ 1,018 $ — $ — $ 1,018 $ 461 $ —

Fair
Value Level 1 Level 2 Level 3 Total Losses Losses
Recorded in
Operations
At December 31, 2016-
Residential real estate $ 375 $ — $ — $ 375 $ 126 $ —

~~Available-for-sale~~Debt securities available for sale measured at fair value on a recurring basis are summarized below (in thousands):

Schedule of Debt Securities Available-for-sale Measured at Fair Value on Recurring Basis

	Fair Value Measurements Using								Fair Value		Level 1		Level 2		Level 3
	Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)				Fair Value Measurements Using
											Quoted Prices		Significant
At September 30, 2017:
Collateralized mortgage obligations	$	8,882		—	$	8,882		—
SBA Pool Securities		7,317		—		7,317		—
											In Active Markets for		Other Observable		Significant Unobservable
	$	16,199		—	$	16,199		—	Fair Value		Identical Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
At December 31, 2016:
At March 31, 2022 :
SBA Pool Securities									$	1,038	$	—	$	1,038		—
Collateralized mortgage obligations	$	9,752	$	—	$	9,752	$	—		174		—		174		—
Taxable municipal securities										14,627		—		14,627		—
Mortgage-backed securities										15,107		—		15,107		—
Total									$	30,946		—	$	30,946		—

At December 31, 2021 :
SBA Pool Securities		10,470		—		10,470		—	$	1,072	$	—	$	1,072		—

	$	20,222	$	—	$	20,222	$	—
Collateralized mortgage obligations										217		—		217		—
Taxable municipal securities										16,426		—		16,426		—
Mortgage-backed securities										16,679		—		16,679		—
Total									$	34,394		—	$	34,394		—

~~During~~(7) Fair Value of Financial Instruments. The estimated fair values and fair value measurement method with respect to the ~~three and nine month periods ended September 30, 2017 and 2016, no securities~~Company’s financial instruments were ~~transferred in or out~~as follows (in thousands):

Schedule of ~~Level 1, Level 2 or Level 3.~~Estimated Fair Value of Financial Instruments


	At March 31, 2022						At December 31, 2021
	Carrying Amount		Fair Value		Level		Carrying Amount		Fair Value		Level

Financial assets:
Cash and cash equivalents	$	72,192	$	72,192		1	$	58,970	$	58,970		1
Debt securities available for sale		30,946		30,946		2		34,394		34,394		2
Debt securities held-to-maturity		808		804		2		1,040		1,071		2
Loans		273,686		274,039		3		247,902		247,788		3
Federal Home Loan Bank stock		850		850		3		793		793		3
Accrued interest receivable		927		927		3		971		971		3

Financial liabilities:
Deposit liabilities		317,322		317,368		3		292,457		292,537		3
Federal Home Loan Bank advances		18,000		18,162		3		18,000		18,021		3
Off-balance sheet financial instruments		—		—		3		—		—		3

(continued)

~~(continued)~~

2116

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~(8)~~

~~Fair Value of Financial Instruments.~~~~The estimated fair values and fair value measurement method with respect to the Company’s financial instruments were as follows (in thousands):~~

At September 30, 2017 At December 31, 2016
Carrying
Amount Fair
Value Level Carrying
Amount Fair
Value Level
Financial assets:
Cash and cash equivalents $ 18,514 $ 18,514 1 $ 17,640 $ 17,640 1
Securities available for sale 16,199 16,199 2 20,222 20,222 2
Loans 69,194 69,095 3 76,999 76,829 3
Federal Home Loan Bank stock 979 979 3 1,113 1,113 3
Accrued interest receivable 366 366 3 380 380 3

Financial liabilities:
Deposit liabilities 77,374 77,935 3 86,009 86,364 3
Federal Home Loan Bank advances 20,500 20,458 3 23,500 23,500 3
Junior subordinated debenture 5,155 NA ⁽¹⁾ 3 5,155 N/A ⁽¹⁾ 3
Off-balance sheet financial instruments — — — — — —

~~(1)~~	~~The Company is unable to determine the fair value based on significant unobservable inputs required in the calculation refer to Note 10 for further information.~~

	The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the condensed consolidated balance sheets. The contract amounts of these instruments reflect the extent of involvement the Company has in these financial instruments.

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

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

	~~As of September 30, 2017, commitments to extend credit totaled $4.3 million.~~

~~(9)~~	*~~Regulatory Matters.~~* The Bank is subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

	Effective January 1, 2015, the Bank, became subject to the new Basel III capital level threshold requirements under the Prompt Corrective Action regulations with full compliance with all of the final rule’s requirements phased in over a multi-year schedule. These new regulations were designed to ensure that banks maintain strong capital positions even in the event of severe economic downturns or unforeseen losses.

	Changes that could affect the Bank going forward include additional constraints on the inclusion of deferred tax assets in capital and increased risk weightings for nonperforming loans and acquisition/development loans in regulatory capital. Beginning on January 1, 2016, the Bank became subject to the capital conservation buffer rules which places limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers. In order to avoid these limitations, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of September 30, 2017 and December 31, 2016, the Bank’s capital conversation buffer exceeds the minimum requirements of 0.625%. The required buffer is to be phased in over three years. Under the new regulations in the first quarter of 2015, the Bank elected an irreversible one-time opt-out to exclude accumulated other comprehensive loss from regulatory capital.

~~(continued)~~(8) Off- Balance Sheet Financial Instruments. The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit, unused lines of credit, and standby letters of credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the condensed consolidated balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in these financial instruments.

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

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

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit to customers is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments. Standby letters of credit generally have expiration dates within one year.

Commitments to extend credit, unused lines of credit, and standby letters of credit typically result in loans with a market interest rate when funded. A summary of the contractual amounts of the Company’s financial instruments with off-balance-sheet risk at March 31, 2022 follows (in thousands):

Schedule of Off-Balance Sheet Risks of Financial Instruments


Commitments to extend credit	$	28,580

Unused lines of credit	$	15,034

Standby letters of credit	$	3,000

(9) Regulatory Matters. The Bank is subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

(continued)

2217

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(9) Regulatory Matters, Continued.

Management believes, as of March 31, 2022 and December 31, 2021, that the Bank meets all capital adequacy requirements to which it is subject. The Bank’s actual capital amounts and percentages are presented in the table ($ in thousands):

Schedule of Capital Amounts, Ratios and Regulatory Thresholds

	Actual					To Be Well Capitalized Under Prompt Corrective Action Regulations (CBLR Framework)
	Amount		%			Amount		%
As of March 31, 2022:
Tier I Capital to Total Assets		48,559		12.53	%		34,884		9.00	%

As of December 31, 2021:
Tier I Capital to Total Assets		35,338		10.64	%		28,235		8.50	%

(10) Preferred Stock

During the first quarter of 2022, the Company issued 260 shares of Series B-2 Participating Preferred Stock to an unrelated party at a cash price of $25,000 per share, or an aggregate of $6,500,000.

OptimumBank Holding Inc. is authorized to issue 1,020 shares of Series B Participating Preferred Stock at a price of $25,000 per share. The Preferred Stock has no par value. Except in the event of liquidation, if the Company declares or pays a dividend or distribution on the common stock, the Company shall simultaneously declare and pay a dividend on the Series B Preferred on a pro rata basis with the common stock determined on an as-converted basis assuming all shares of Series B Preferred Stock had been converted immediately prior to the record date of the applicable dividend.

The Preferred Stock is convertible into shares of common stock, at the option of the Company, subject to the prior fulfilment of the following conditions: (i) such conversion shall have been approved by the holders of a majority of the outstanding common stock of the Company; and (ii) such conversion shall not result in any holder of the Series B Preferred Stock and any persons with whom the holder may be acting in concert, becoming beneficial owners of more than 9.9% of the outstanding shares of the common stock. The number of shares issuable upon conversion is subject to adjustment based on the terms of the applicable Certificate of Designation for the Series B Preferred (the “Certificate of Designation”) The Series B Preferred has preferential liquidation rights over common stockholders and holders of junior securities. The liquidation price is the greater of $25,000 per share of Series B Preferred or such amount per share of Series A Preferred that would have been payable had all shares of the Series B Preferred had been converted into common stock pursuant to the terms of the Certificate of Designation immediately prior to a liquidation. The Series B Preferred generally has no voting rights except as provided in the Certificate of Designation.

The Series B is subdivided into Series B-1 and Series B-2 Preferred Stock. The Company is authorized to issue 760 shares of Series B-1 and 260 shares of Series B-2.

Series B-2 has substantially the same rights, preferences, powers, restrictions and limitations, except that the initial conversion price of the Series B-1 is $2.50 per share and the initial conversion price for Series B-2 is $4.00per share.

(11) Contingencies. Various claims arise from time to time in the normal course of business. In the opinion of management, none have occurred that will have a material effect on the Company’s condensed consolidated financial statements.

(continued)

~~(9)~~

~~Regulatory Matters, Continued.~~As of September 30, 2017 and December 31, 2016, the Bank is subject to a Consent Order issued by the Federal Deposit Insurance Corporation and the State of Florida Office of Financial Regulation (“OFR”), and accordingly is deemed to be “adequately capitalized” even if its capital ratios were to exceed those generally required to be a “well capitalized” bank. An institution must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following tables. The Bank’s actual capital amounts and percentages are also presented in the table (dollars in thousands):

~~The following table shows the Bank’s capital amounts and ratios and regulatory thresholds at September 30, 2017 and December 31, 2016 (dollars in thousands):~~18

Actual For Capital
Adequacy Purposes Minimum
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions Requirements of
Consent Order
Amount % Amount % Amount % Amount %
As of September 30, 2017:
Total Capital to Risk-Weighted Assets $ 10,472 14.42 % $ 5,809 8.0 % $ 7,262 10.0 % $ 8,714 12.00 %
Tier I Capital to Risk-Weighted Assets 9,527 13.12 % 4,357 6.0 % 5,809 8.0 % NA NA
Common equity Tier I capital to Risk-Weighted Assets 9,527 13.12 % 3,268 4.5 % 4,720 6.5 % NA NA
Tier I Capital to Total Assets 9,527 8.54 % 4,463 4.0 % 5,579 5.0 % 8,926 8.00 %

As of December 31, 2016:
Total Capital to Risk-Weighted Assets $ 10,662 12.79 % $ 6,609 8.0 % $ 8,261 10.0 % $ 9,913 12.0 %
Tier I Capital to Risk-Weighted Assets 9,498 11.50 % 4,957 6.0 % 6,609 8.0 % N/A N/A
Common equity Tier I capital to Risk-Weighted Assets 9,498 11.50 % 3,718 4.5 % 5,370 6.5 % N/A N/A
Tier I Capital to Total Assets 9,498 8.06 % 4,714 4.0 % 5,893 5.0 % 9,428 8.0 %

	~~Regulatory Enforcement Actions~~

	~~Bank Consent Order~~. On November 7, 2016, the Bank agreed to the issuance of a Consent Order by the FDIC and the OFR (the “Consent Order”), which requires the Bank to take certain measures to improve its safety and soundness. The Consent Order supersedes the prior consent order that became effective in 2010. Pursuant to the Consent Order, the Bank is required to take certain measures to improve its management, condition and operations, including actions to improve management practices and board supervision and independence, assure that its allowance for loan losses is maintained at an appropriate level and improve liquidity. The Consent Order requires the Bank to adopt and implement a compliance plan to address the Bank’s obligations under the Bank Secrecy Act and related obligations related to anti-money laundering. The Consent Order prohibits the payment of dividends by the Bank. The Consent Order continues the requirement for the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of 12% beginning 90 days from the issuance of the Consent Order. At September 30, 2017, the Bank had a Tier 1 leverage ratio of 8.54%, and a total risk-based capital ratio of 14.42%.

	~~See Footnote 13 to the Consolidated Financial Statements included in the Company’s 2016 Form 10-K for additional information concerning the requirements of the Consent Order.~~

~~(continued)~~

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

	*~~Regulatory Matters, Continued.~~*Management believes that the Bank has made substantial progress in improving its financial condition through a significant reduction in non-performing assets and the receipt of capital increases from investors since the 2010 Consent Order. The Bank is also making significant progress in resolving the other issues raised by the FDIC and the OFR including strengthening the senior management team with the addition of David Edgar as Chief Financial Officer in October 2017. Although the Bank has been hampered by difficulties in raising capital due to the default under the Junior Subordinated Debenture and the limits placed on the Company and the Bank under the prior Consent Order and the Written Agreement. Management intends to continue its efforts to meet the conditions of the New Consent Order and the Written Agreement.

	~~Company Written Agreement with Reserve Bank~~. On June 22, 2010, the Company and the Reserve Bank entered into a Written Agreement with respect to certain aspects of the operation and management of the Company. The Written Agreement prohibits, without the prior approval of the Reserve Bank, the payment of dividends, taking dividends or payments from the Bank, making any interest, principal or other distributions on trust preferred securities (including the Debenture), incurring, increasing or guaranteeing any debt, purchasing or redeeming any shares of stock, or appointing any new director or senior executive officer. Management believes that the Company is in substantial compliance with the requirements of the Written Agreement.

~~(10)~~	*~~Junior Subordinated Debenture.~~* On September 30, 2004, the Company issued a $5,155,000 junior subordinated debenture to an unconsolidated subsidiary (the “Debenture”). The Debenture has a term of thirty years. The interest rate was fixed at 6.4% for the first five years, and thereafter, the coupon rate floats quarterly at the three-month LIBOR rate plus 2.45% (3.78% at September 30, 2017). The Debenture is redeemable in certain circumstances. The terms of the Debenture allow the Company to defer payments of interest on the Debenture by extending the interest payment period at any time during the term of the Debenture for up to twenty consecutive quarterly periods. Beginning in 2010, the Company exercised its right to defer payment of interest on the Debenture. Interest payments deferred as of September 30, 2017 totaled $1,314,000. The Company has deferred interest payments with respect to the Debenture for the maximum allowable twenty consecutive quarterly payments. The holder of the Debenture can accelerate the $5,155,000 principal balance as a result of this default. Under the Written Agreement, the Company is not able to make these interest payments without the prior approval of the Federal Reserve Bank of Atlanta. Regulatory approval to pay accrued and unpaid interest has been denied.

	A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the debenture.

	In March of 2016, the Trustee received a direction from certain equity owners of the Trust that hold the Debenture to Sell the Debenture to a Director of the Company. Based upon the receipt of other conflicting directions, in August 26, 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to the United States District Court for the Southern District of New York, were the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital.

~~(11)~~	*~~Reverse Common Stock Split.~~* Effective January 11, 2016 each ten shares of the Company’s common stock were converted into one share of common stock. Loss (earnings) per share for 2017 and 2016 has been adjusted to reflect the 1-for-10 reverse common stock split.

~~(12)~~	*~~Loan Loss Recovery.~~*On January 6, 2016, the Bank completed a sale of judgement on a defaulted credit that resulted in a $1.8 million recovery of previously charged-off amounts to the Allowance for Loan and Lease Losses (“ALLL”). This increased the balance of the ALLL to approximately $4.2 million. On February 12, 2016, and amended May 6, 2016, pursuant to the terms and requirements of the Consent Order, Management submitted a written request to the FDIC for a partial reversal of the ALLL. The FDIC has requested additional information to assess the Bank’s request for a reversal. As of this date, the FDIC has not reached a final decision in regards to the Bank’s request.

~~(13)~~	*~~Reclassification.~~*During the quarter ended March 31, 2016, the Company agreed to issue 46,296 shares to the Bank’s Chairman as compensation. The Company recorded compensation expense of $200,000 based on the fair market value of the shares at that time, and reflected the issuance of the shares as an increase in stockholders’ equity. The Bank’s Chairman has not yet taken delivery of the shares. As a result, during the quarter ended September 30, 2016, the Company determined to reclassify the transaction as a liability of the Company (rather than an increase in stockholders’ equity) until the issuance of the shares. As of December 31, 2016, an accrued liability totaling $200,000 was recorded in connection with these shares.

~~(14)~~	*~~Brokered Deposits.~~*Under the terms of the Consent Order, the Bank is not permitted to solicit brokered deposits. In March 2017, the FDIC notified the Bank that it considers a significant portion of the Bank’s certificates of deposit to be brokered deposits due to the rates paid on such deposits, even though such deposits were not obtained through any deposit brokers. The Bank has requested a waiver of the prohibition on brokered deposits from the FDIC which has been subsequently withdrawn. Consequently, the Bank can not renew or rollover the existing certificates of deposit that are viewed as brokered deposits, which have an adverse effect on the Bank’s liquidity. Management has identified several strategies to mitigate this issue and believes that the Bank’s liquidity will be sufficient. As of September 30, 2017, the Bank had $25.1 million in brokered deposits that will mature over the next two years. Management is exploring all alternatives to resolve this issue including, but not limited to, raising local deposits.

~~(15)~~	*~~Bank Secrecy Act (“BSA”) Lookback Review.~~*Under the terms of the Consent Order, the Bank is required to perform a BSA lookback review. The Bank estimates that the cost of the BSA lookback review will range from $250,000 to $300,000 based on an independent firm’s proposal for services. The proposal and ultimate agreement is subject to FDIC review and approval. Until the approval is received, these BSA services cannot be rendered. Once the BSA lookback review begins, the independent firm has 120 days to complete the work. As of September 30, 2017, the Bank has accrued $210,000 for the proposed services.

~~(continued)~~

~~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 consolidated financial statements and footnotes for the year ended December 31, ~~2016~~2021 in the Annual Report on Form 10-K.

~~The following discussion and analysis should also be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report.~~ This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from the Company’s lending activities and changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of federal and state securities laws and the impact of changes in technology in the banking industry. Although the Company believes that its forward-looking statements are based upon reasonable assumptions regarding its business and future market conditions, there can be no assurances that the Company’s actual results will not differ materially from any results expressed or implied by the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any forward-looking statements are not guarantees of future performance.

~~Regulatory Enforcement Actions~~Capital Levels

~~Bank Consent Order. On November 7, 2016, the Bank agreed to the issuance~~As of a Consent Order by the FDIC and the OFR (the “Consent Order”), which requires the Bank to take certain measures to improve its safety and soundness. The Consent Order supersedes the prior consent order that became effective in 2010. Pursuant to the Consent Order,March 31, 2022, the Bank is ~~required~~well capitalized under regulatory guidelines.

Refer to ~~take certain measures to improve its management, condition and operations, including actions to improve management practices and board supervision and independence, assure that its allowance~~Note 9 for ~~loan losses is maintained at an appropriate level and improve liquidity. The Consent Order requires~~ the ~~Bank to adopt and implement a compliance plan to address the Bank~~’s obligations under the Bank Secrecy Act and related obligations related to anti-money laundering. The Consent Order prohibits the payment of dividends by the Bank. The Consent Order continues the requirement for the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of 12% beginning 90 days from the issuance of the Consent Order. At September 30, 2017, the Bank had a Tier 1 leverage ratio of 8.54%, and a total risk-based capital ratio of 14.42%.

~~See Footnote 13 to the Consolidated Financial Statements included in the Company’s 2016 Form 10-K for additional information concerning the requirements of the Consent Order.~~

~~(continued)~~

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~

Management believes that the Bank has made substantial progress in improving its financial condition through a significant reduction in non-performing assets and the receipt of capital increases from investors since the 2010 Consent Order. The Bank is also making significant progress in resolving the other issues raised by the FDIC and the OFR including strengthening the senior management team with the addition of David Edgar as Chief Financial Officer in October 2017. Although the Bank has been hampered by difficulties in raising capital due to the default under the Debenture and the limits placed on the Company and the Bank under the prior Consent Order and the Written Agreement. Management intends to continue its efforts to meet the conditions of the New Consent Order and the Written Agreement.

~~Company Written Agreement with Reserve Bank~~. On June 22, 2010, the Company and the Reserve Bank entered into a Written Agreement with respect to certain aspects of the operation and management of the Company. The Written Agreement prohibits, without the prior approval of the Reserve Bank, the payment of dividends, taking dividends or payments from the Bank, making any interest, principal or other distributions on trust preferred securities (including the Debenture), incurring, increasing or guaranteeing any debt, purchasing or redeeming any shares of stock, or appointing any new director or senior executive officer. Management believes that the Company is in substantial compliance with the requirements of the Written Agreement.

~~Capital Levels~~

Quantitative measures established by regulation and by the Consent Order to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets. As of September 30, 2017, the Bank met the minimum applicable capital adequacy requirements for Total Capital to Risk – Weighted Assets, and for Tier I Capital to Total Assets.

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~

~~The~~ Bank’s actual and required minimum capital ~~ratios were as follows (in thousands):~~ratios.

~~Regulatory Capital Requirements~~(continued)

Actual For Capital
Adequacy Purposes Minimum
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions Requirements of
Consent Order
Amount % Amount % Amount % Amount %
As of September 30, 2017:
Total Capital to Risk-Weighted Assets $ 10,472 14.42 % $ 5,809 8.0 % $ 7,262 10.02 % $ 8,714 12.00 %
Tier I Capital to Risk-Weighted Assets 9,527 13.12 % 4,357 6.0 % 5,809 8.0 % NA NA
Common equity Tier I capital to Risk-Weighted Assets 9,527 13.12 % 3,268 4.5 % 4,720 6.5 % NA NA
Tier I Capital to Total Assets 9,527 8.54 % 4,463 4.0 % 5,579 5.0 % 8,926 8.00 %

As of December 31, 2016:
Total Capital to Risk-Weighted Assets $ 10,662 12.79 % $ 6,609 8.0 % $ 8,261 10.0 % $ 9,913 12.0 %
Tier I Capital to Risk-Weighted Assets 9,498 11.50 % 4,957 6.0 % 6,609 8.0 % N/A N/A
Common equity Tier I capital to Risk-Weighted Assets 9,498 11.50 % 3,718 4.5 % 5,370 6.5 % N/A N/A
Tier I Capital to Total Assets 9,498 8.06 % 4,714 4.0 % 5,893 5.0 % 9,428 8.0 %

2719

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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

Financial Condition at ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016~~2021

Overview

The Company’s total assets ~~decreased~~increased by ~~$11.2~~approximately $35.3 million to ~~$108.5~~$387.2 million at ~~September 30, 2017,~~March 31, 2022, from ~~$119.7~~$351.9 million at December 31, ~~2016,~~2021, primarily due to ~~a reduction~~increases in ~~total deposits.~~loans, and cash and cash equivalents. The growth in assets was attributable to the success of the Company’s efforts to increase deposits from new customers. Total ~~stockholders’ equity decreased~~deposits grew by approximately ~~$0.5~~$24.9 million to $317.3 million at ~~September 30, 2017~~March 31, 2022, from ~~$3.1~~$292.5 million at December 31, ~~2016~~2021. Total stockholders’ equity increased by approximately $10.8 million to ~~$2.6~~$49.3 million at March 31, 2022, from $38.5 million at December 31, 2021, primarily due to proceeds from the sale of preferred stock, common stock and net earnings. The increase in stockholders’ equity was partially offset by the increase in accumulated other comprehensive loss of ~~$510,000~~approximately $2.1 million for the ~~nine~~three months ended ~~September 30, 2017. As of September 30,2017, the Bank has provided for a reserve for BSA Compliancelookback of $210.000.~~March 31, 2022.

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

	Nine Months			Nine Months			Year
	Ended			Ended			Ended
	September 30, 2017			September 30, 2016			December 31, 2016			Three Months Ended March 31, 2022			Year Ended December 31, 2021

Average equity as a percentage of average assets		2.22	%		2.59	%		2.6	%		9.7	%		9.4	%

Equity to total assets at end of period		2.42	%		2.73	%		2.6	%		12.7	%		11	%

Return on average assets (1)		(.45	)%		(0.34	)%		(0.3	)%		0.9	%		2.2	%

Return on average equity (1)		(18.15	)%		(12.96	)%		(12.5	)%		8.9	%		23.3	%

Noninterest expenses to average assets (1)		2.74	%		3.51	%		3.3	%		2.4	%		2.4	%

(1) Annualized for the ~~nine~~three months ended ~~September 30, 2017 and 2016.~~March 31, 2022.

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~

Liquidity and Sources of Funds

The ~~Bank’s~~Company’s sources of funds include customer deposits, advances from the Federal Home Loan Bank of Atlanta (“FHLB”), ~~sales and~~ principal repayments and sales of ~~investment~~debt securities, loan repayments, ~~foreclosed real estate sales,~~ the use of Federal Funds markets, net earnings, if any, and loans taken out at the Federal Reserve Bank discount window.

Deposits are our primary source of funds. In order to increase its core deposits, the ~~Bank~~Company has priced its deposit rates competitively. The ~~Bank~~Company will adjust rates on its deposits to attract or retain deposits as needed. ~~Under~~

The Company increased deposits by approximately $24.9 million during the Consent Order, the interest rate that the Bank pays on its market area deposits is restricted. It is possible that the Bank could experience a decrease in deposit inflows, or the migration of current depositsthree-month period ending March 31, 2022. The proceeds were used 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.originate new loans.

In addition to obtaining funds from depositors, wethe Company may borrow funds from other financial institutions. At ~~September 30, 2017,~~March 31, 2022, the ~~Bank~~Company had outstanding borrowings of ~~$20,500,000,~~$18 million, against its ~~$31,300,000~~$87 million in established borrowing capacity with the FHLB. The ~~Bank’s~~Company’s borrowing facility is subject to collateral and stock ownership requirements, as well as prior FHLB consent to each advance. ~~In 2010, the Bank obtained~~The Company has an available discount window credit line with the Federal Reserve Bank, which is currently ~~$643,700.~~$430,000. The Federal Reserve Bank line is subject to collateral requirements and must be repaid within 90 days; each advance is subject to prior Federal Reserve Bank consent. ~~The Bank~~At March 31, 2022, the Company also ~~has a $2.5 million line~~had available lines of credit amounting to $19.5 million with ~~SunTrust, $750,000 line~~five correspondent banks to purchase federal funds. Disbursements on the lines of credit ~~with Servis First Bank and a $2.5 million line~~are subject to the approval of ~~credit with AloStar Bank.~~the correspondent banks. We measure and monitor our liquidity daily and believe our liquidity sources are adequate to meet our operating needs.

In the past, the Company, on an unconsolidated basis, relied on dividends from the Bank to fund its operating expenses, primarily expenses of being publicly held, and to make interest payments on the Company’s junior subordinated debenture (the “Debenture”). Under the Consent Order, the Bank is currently unable to pay dividends to the Company without prior regulatory approval. Additionally, under the Written Agreement, the Company may not pay interest payments on the Debenture or dividends on the Company’s common stock, incur any additional indebtedness at the Company level, or redeem the Company’s common stock without the prior regulatory approval of the Federal Reserve Bank. Since January 2010, the Company has deferred interest payments on the Debenture, which has been in default since 2015. See “Junior Subordinated Debenture” below.

Off-Balance Sheet Arrangements

~~The Company is a party~~Refer 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 recognizedNote 8 in the condensed consolidated ~~balance sheet. The contract amounts of these instruments reflect the extent of the Company’s involvement in these~~ financial ~~instruments.~~statements for Off-Balance Sheet Arrangements.

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.(continued)

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 September 30, 2017, the Company had commitments to extend credit totaling $4.3 million.

2920

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

~~Junior Subordinated Debenture~~

~~On September 30, 2004, the Company issued a $5,155,000 junior subordinated debenture to an unconsolidated subsidiary (the “Debenture”). The Debenture has a term~~Item 2. Management’s Discussion and Analysis of ~~thirty years. The interest rate was fixed at 6.4% for the first five years,~~Financial Condition and thereafter, the coupon rate floats quarterly at the three-month LIBOR rate plus 2.45% (3.78% at September 30, 2017). The Debenture is redeemable in certain circumstances. The terms of the Debenture allow the Company to defer payments of interest on the Debenture by extending the interest payment period at any time during the term of the Debenture for up to twenty consecutive quarterly periods. Beginning in 2010, the Company exercised its right to defer payment of interest on the Debenture. Interest payments deferred as of September 30, 2017 totaled $1,314,000. The Company has deferred interest payments with respect to the Debenture for the maximum allowable twenty consecutive quarterly payments. The holder of the Debenture can accelerate the $5,155,000 principal balance as a result of this default. Under the Written Agreement, the Company is not able to make these interest payments without the prior approval of the Federal Reserve Bank of Atlanta. Regulatory approval to pay accrued and unpaid interest has been denied.

A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the debenture.

In March of 2016, the Trustee received a direction from certain equity owners of the Trust that hold the Debenture to Sell the Debenture to a Director of the Company. Based upon the receipt of other conflicting directions, in August 26, 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to the United States District Court for the Southern District of New York, were the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital.

In the event the amounts due under the Debenture were accelerated, then the Trustee could undertake legal proceedings to obtain a judgment against the Company with respect to such amounts due under the Debenture. If this action were successful, then the Trustee could seek to affect a sale of the Bank to pay the amounts due under the Debenture.

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~

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) the ratio of average interest-earning assets to average interest-bearing liabilities.

	Three Months Ended September 30,																Three Months Ended March 31,
	2017								2016								2022							2021
	Average Balance			Interest and Dividends		Average Yield/ Rate			Average Balance			Interest and Dividends		Average Yield/ Rate					Interest		Average					Interest		Average
	($ in thousands)																Average		and		Yield/			Average		and		Yield/
(dollars in thousands)																	Balance		Dividends		Rate⁽⁵⁾			Balance		Dividends		Rate⁽⁵⁾
Interest-earning assets:
Loans	$	72,777		$	972		5.34	%	$	85,020		$	1,082		5.09	%	$	264,442	$	3,263		4.94	%	$	163,086	$	1,847		4.53	%
Securities		19,207			96		2.00			22,779			117		2.05			34,107		163		1.91	%		25,722		91		1.42	%
Other (1)		17,908			65		1.45			11,225			24		0.86			71,631		37		0.21	%		27,500		27		0.39	%

Total interest-earning assets/interest income		109,892			1,133		4.12			119,024			1,223		4.11			370,180		3,463		3.74	%		216,308		1,965		3.63	%

Cash and due from banks		1,156								910								17,143							28,067
Premise and equipment		2,612								2,696
Premises and equipment																		727							1,306
Other		(3,345	)							(1,005	)							4,821							2,506

Total assets	$	110,315							$	121,625							$	392,871						$	248,187

Interest-bearing liabilities:
Savings, NOW and money-market deposits	$	21,657			27		.50		$	22,960			29		0.51		$	182,585		160		0.35	%	$	112,908		133		0.47	%
Time deposits		49,945			140		1.12			59,069			152		1.03			12,237		15		0.49	%		20,810		48		0.92	%
Borrowings (2)		25,655			141		2.20			25,663			91		1.42			18,000		61		1.36	%		24,625		98		1.59	%

Total interest-bearing liabilities/ interest expense		97,257			308		1.27			107,692			272		1.01
Total interest-bearing liabilities/interest expense																		212,822		236		0.44	%		158,343		279		0.70	%

Noninterest-bearing demand deposits		8,376								8,039								139,128							70,267
Other liabilities		2,026								2,534								2,677							1,490
Stockholders’ equity		2,656								3,360								38,244							18,087

Total liabilities and stockholders’ equity	$	110,315							$	121,625							$	392,871						$	248,187

Net interest income				$	825							$	951						$	3,227						$	1,686

Interest-rate spread (3)							2.85	%							3.10	%

Net interest-earnings assets	$	12,635							$	11,332
Interest rate spread (3)																						3.30	%						2.93	%

Net interest margin (4)							3.00	%							3.20	%						3.49	%						3.12	%

Ratio of average interest-earning assets to average interest-bearing liabilities		1.13								1.11								1.74							1.37

Nine Months Ended September 30,
2017 2016
Average
Balance Interest
and
Dividends Average
Yield/
Rate Average
Balance Interest
and
Dividends Average
Yield/
Rate
($ in thousands)
Interest-earning assets:
Loans $ 76,583 $ 2,971 5.17 % $ 84,173 $ 3,156 5.00 %
Securities 19,622 306 2.08 23,454 367 2.09
Other (1) 16,985 162 1.27 11,433 75 0.87

Total interest-earning assets/interest income 113,190 3,439 4.05 119,060 3,598 4.03

Cash and due from banks 1,162 887
Premise and equipment 2,624 2,694
Other (3,164 ) (393 )

Total assets $ 113,812 $ 122,248

Interest-bearing liabilities:
Savings, NOW and money-market deposits $ 22,052 82 0.50 $ 23,719 89 0.50
Time deposits 53,609 442 1.10 62,203 461 0.99
Borrowings (2) 25,677 378 1.96 25,700 260 1.35

Total interest-bearing liabilities/ interest expense 101,338 902 1.29 111,622 810 0.97

Noninterest-bearing demand deposits 7,471 5,249
Other liabilities 2,193 2,208
Stockholders’ equity 2,810 3,169

Total liabilities and stockholders’ equity $ 113,812 $ 122,248

Net interest income $ 2,537 $ 2,788

Interest-rate spread (3) 2.76 % 3.06 %

Net interest-earning assets $ 11,852 $ 7,438

Net interest margin (4) 2.99 % 3.12 %

Ratio of average interest-earning assets to average interest-bearing liabilities 1.21 1.07

(1)	Includes interest-earning deposits with banks and Federal Home Loan Bank stock dividends.
(2)	Includes Federal Home Loan Bank advances, other borrowings and the 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.
(5)	Annualized.

(continued)

3221

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 ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021

	Three Months Ended					Increase /
	March 31,					(Decrease)
(dollars in thousands)	2022		2021			Amount			Percentage
Total interest income	$	3,463	$	1,965		$	1,498			76	%
Total interest expense		236		279			(43	)		-15	%
Net interest income		3,227		1,686			1,541			91	%
Provision (credit) for loan losses		392		(24	)		416			1,733	%
Net interest income after provision for loan losses		2,835		1,710			1,125			66	%
Total noninterest income		650		176			474			269	%
Total noninterest expenses		2,340		1,538			802			52	%
Net earnings before income taxes		1,145		348			797			229	%
Income taxes		290		-			290			100	%
Net earnings	$	855	$	348			507			146	%
Net earnings per share - basic and diluted	$	0.17	$	0.11

~~General.~~Net ~~loss~~earnings. Net earnings for the three months ended ~~September 30, 2017, was $(56,000)~~March 31, 2022, were $855,000 or ~~$(.05) loss~~$0.17 per basic and diluted share compared to a net earnings of ~~$22,000~~$348,000 or ~~$0.02 earnings~~$0.11 per basic and diluted share for the ~~period~~three months ended ~~September 30, 2016.~~March 31, 2021. The increase in net earnings during the three months ended March 31, 2022 compared to three months ended March 31, 2021 is primarily attributed to an increase in net interest income and noninterest income, partially offset by the increase in noninterest expense.

Interest ~~Income.~~Income. Interest income ~~decreased $90,000~~increased $1,498,000 for the three months ended ~~September 30, 2017~~March 31, 2022 compared to the three ~~months Ended September 30, 2016.~~ended March 31, 2021 due primarily to growth in the loan portfolio.

Interest Expense.Interest expense ~~on deposits and borrowings increased by $36,000~~decreased $43,000 to $236,000 for the three months ended ~~September 30, 2017 from $272,000~~March 31, 2022 compared to the prior period, primarily due to a decrease in interest bearing deposit rates and change in the composition of deposits.

Provision (credit) for Loan Losses. Provision for loan losses was $392,000 for the three months ~~Ended September 30, 2016. Interest expense increased primarily due~~ended March 31, 2022 compared to ~~higher interest paid on borrowings during~~a $24,000 credit for loan losses for the ~~second and third quarter of 2017. In late~~three months ended March 2017, the Bank extended the maturities of $15.5 million in Federal Home loan Advances into longer fixed rate terms with higher interest rates. The weighted average rate of these advances increased from 0.49% to 1.19%.

~~Provision for Loan Losses.~~ ~~There was no provision for losses during the 2017 or 2016 period.~~31, 2021. The provision for loan losses is charged to ~~operations~~earnings as losses are estimated to have occurred in order to bring the total loan allowance for loan losses to a level deemed appropriate by management to absorb losses inherent in the portfolio at ~~September 30, 2017.~~March 31, 2022. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, loans identified as impaired, general economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. The allowance for loan losses totaled ~~$3.9~~$3.4 million or ~~5.37%~~1.23% of loans outstanding at ~~September 30, 2017, as~~March 31, 2022, compared to ~~$4.2~~$3.1 million or ~~4.91%~~1.22% of loans outstanding at ~~September 30, 2016. Management believes the balance in the allowance for loan losses at September 30, 2017 is significantly overfunded.~~

~~Noninterest Income.~~Total noninterest income increased by $23,000 for the three months ended September 30, 2017, from $31,000 for the three months Ended September 30, 2016 due to significant fees collected on previously impaired loans.

~~Noninterest Expenses.~~ ~~Total noninterest expenses decreased $25,000 to $935,000 for the three months ended September 30, 2017 compared to $960,000 million for the three months Ended September 30, 2016.~~

~~Comparison of the Nine-Month Periods Ended September 30, 2017 and 2016~~

~~General.~~Net loss for the nine months ended September 30, 2017, was $(510,000) or $(.46) loss per basic and diluted share compared to a net loss of $(308,000) or $(0.30) loss per basic and diluted share for the nine nonths Ended September 30, 2016. The increase in net loss was due to a decrease in net interest income and a combination of higher professional fees and other non-interest expenses and a lower level of loan fees included in noninterest income.

~~Interest Income.~~ Interest income decreased by $159,000 for the nine months ended September 30, 2017 from $3,598,000 for the nine months Ended September 30, 2016, primarily due to a decrease in interest earnings assets.

~~Interest Expense.~~ Interest expense on deposits and borrowings increased to $902,000 for the nine months ended September 30, 2017 from $810,000 for the nine months Ended September 30, 2016. Interest expense increased primarily due to higher interest paid on borrowings during 2017. In late March 2017, the Bank extended the maturities of $15.5 million in Federal Home Loan Advances into longer fixed rate terms with higher interest rates. The weighted average rate of these advances increased from 0.49% to 1.19%.

~~Provision for Loan Losses.~~~~There was no provision for the nine months ended September 30, 2017 or 2016.~~December 31, 2021. The provision for loan losses ~~is charged~~during the first quarter of 2022 was primarily due to ~~operations in order to bring the total allowance for~~ loan losses to a level deemed appropriate by management to absorb losses inherent in the portfolio. Management’s periodic evaluation of the adequacy of the allowance is based upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, loans identified as impaired, general economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. The allowance for loan losses totaled $3.9 million or 5.37% of loans outstanding at September 30, 2017, compared to $4.2 million, or 4.91% of loans outstanding at September 30, 2016. Management believes the balance in the allowance for loan losses at September 30, 2017 is significantly overfunded.volume.

Noninterest Income. Total noninterest income ~~decreased~~increased to ~~$71,000 from $125,000~~$650,000 for the ~~nine~~three months ended ~~September 30, 2017, compared to~~March 31, 2022, from $176,000 for the ~~nine~~three months ~~Ended September 30, 2016~~ended March 31, 2021 due to ~~gains on securities sales of $48,000 in 2016 compared to $7,000 in 2017~~increased wire transfer and ~~reduced service charges and other fees.~~ACH fees during the three month period ended March 31, 2022.

Noninterest ~~Expenses.~~Expenses.Total noninterest expenses ~~decreased~~increased to ~~$3,118,000~~$2,340,000 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 compared to ~~$3,221,000~~$1,538,000 for the ~~nine~~three months ~~Ended September 30, 2016,~~ended March 31, 2021 primarily due to ~~decreased~~an increase in salaries and employee benefits ~~occupancy,~~and data ~~processing, and regulatory assessments.~~processing.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Item 4. Controls and Procedures

The Company’s management evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report, and, based on this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these disclosure controls and procedures are effective.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~September 30, 2017,~~March 31, 2022, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

~~OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY~~

PART II. OTHER INFORMATION

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

~~Non-Employee Director Share Issuances~~

~~On March 31, 2017,~~During the first quarter of 2022, the Company ~~agreed to issue 4,550~~issued 1,227,331 shares of its common stock in a private placement transaction to 11 accredited investors at a price of $4.50 per share. None of these investors was an officer, director or affiliate of the ~~Company’s non-employee~~Company other than Michael Blisko and Moishe Gubin, who are 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 board meetings~~ of the Company. ~~Under the Director Compensation Plan, which became effective on January 1, 2012, fees for attendance at board~~Mr. Blisko purchased 202,000 shares and ~~committee meetings are payable 75% in shares of common stock and 25% in cash on a quarterly basis.~~Mr. Gubin purchased 190,000 shares. The ~~shares were~~Company issued at the price of $3.15, the fair market value of the shares on the date of issuance. Pursuant to the Director Compensation Plan, a director must remain on the board as of the end of the year to earn the shares. Therefore, these shares ~~with an aggregate value of $14,333 are recorded as a liability as of September 30, 2017. The issuance of the shares was exempt from registration pursuant to~~in reliance on Section ~~4(2)~~4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

~~Other Significant Share Issuance~~

~~On March 27, 2017,~~During the first quarter of 2022, the Company ~~allocated 59,523~~issued a total of 260 shares of Series B-2 preferred stock to ~~the Bank’s Chairman under the 2011 Equity Incentive Plan as compensation~~a non-related party for ~~services as~~ a ~~director at the~~purchase price of $3.36 per share, the fair market value of the shares on the date of issuance. The aggregate value of $200,000 was also recorded as a liability because the Bank’s Chairman has yet to take delivery of the shares. In addition, in March 2016 the Company allocated 46,296 shares to the Bank’ s Chairman under the 2011 Equity Incentive Plan as compensation for services as a director at the price of $4.32 per share, the fair market value of the shares on the date of issuance. The aggregate value of $200,000 was also recorded as a liability because the Bank’s Chairman has yet to take delivery of the shares. The total liability recorded for these allocated shares is $400,000 as of September 30, 2017.$6,500,000. The issuance of the shares was exempt from registration pursuant to Section ~~4(2)~~4(a)(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering.

~~Item 3. Defaults on Senior Securities~~

~~Junior Subordinated Debenture~~

On September 30, 2004, the Company issued a $5,155,000 junior subordinated debenture to an unconsolidated subsidiary (the “Debenture”). The Debenture has a term of thirty years. The interest rate was fixed at 6.4% for the first five years, and thereafter, the coupon rate floats quarterly at the three-month LIBOR rate plus 2.45% (3.78% at September 30, 2017). The Debenture is redeemable in certain circumstances. The terms of the Debenture allow the Company to defer payments of interest on the Debenture by extending the interest payment period at any time during the term of the Debenture for up to twenty consecutive quarterly periods. Beginning in 2010, the Company exercised its right to defer payment of interest on the Debenture. Interest payments deferred as of September 30, 2017 totaled $1,314,000. The Company ~~has deferred interest payments with respect~~used the proceeds to make capital contributions to the ~~Debenture for~~Bank in order to augment the maximum allowable twenty consecutive quarterly payments. The holder of the Debenture can accelerate the $5,155,000 principal balance as a result of this default. Under the Written Agreement, the Company is not able to make these interest payments without the prior approval of the Federal Reserve Bank of Atlanta. Regulatory approval to pay accrued and unpaid interest has been denied.Bank’s regulatory capital ratios.

Item 6. Exhibits

The exhibits ~~contained~~listed in the Exhibit Index following the signature page are filed with or incorporated by reference into this report.

3423

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, 2022	~~November 13, 2017~~By:	~~By:~~	/s/ Timothy Terry
			Timothy Terry
			Principal Executive Officer

	By:	~~By:~~	/s/ ~~David L.Edgar~~Joel Klein
			~~David L.Edgar~~Joel Klein
			Principal Financial Officer

3524

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

EXHIBIT INDEX

Exhibit No.		Description

31.1		Certification of Principal Executive ~~and~~Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act

31.2		Certification of Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act

~~31.2~~32.1		~~Certification of Principal Executive and Principal Financial Officer under 18 U.S.C. Section 1350~~

~~32.1~~		Certification of Principal Executive Officer

32.2		Certification of Principal Financial Officer

3625

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

EXHIBIT INDEX

Exhibit No.		Description

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3726

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 Par Value		OPHC		NASDAQ Capital Market

Large accelerated filer ~~[ ]~~☐		Accelerated filer ~~[ ]~~☐

Non-accelerated filer ~~[ ]~~ ☒	~~(Do not check if a smaller reporting company)~~	Smaller reporting company ~~[X]~~☒

Emerging ~~Growth Company [ ]~~		growth company ☐

							March 31,			December 31,
	September 30, 2017			December 31, 2016			2022			2021
	(Unaudited)						(Unaudited)
Assets:
Cash and due from banks	$	18,330		$	17,563		$	14,694		$	13,681
Interest-bearing deposits with banks		184			77			57,498			45,289
Total cash and cash equivalents		18,514			17,640			72,192			58,970
Securities available for sale		16,199			20,222
Loans, net of allowance for loan losses of $3,903 and $3,915		69,194			76,999
Debt securities available for sale								30,946			34,394
Debt securities held-to-maturity (fair value of $804 and $1,071)								808			1,040
Loans, net of allowance for loan losses of $3,408 and $3,075								273,686			247,902
Federal Home Loan Bank stock		979			1,113			850			793
Premises and equipment, net		2,601			2,648			834			843
Right-of-use lease assets								1,581			1,737
Accrued interest receivable		366			380			927			971
Deferred tax asset								3,855			3,442
Other assets		619			701			1,495			1,786

Total assets	$	108,472		$	119,703		$	387,174		$	351,878
Liabilities and Stockholders’ Equity:

Liabilities:
Noninterest-bearing demand deposits		8,813			7,131		$	139,603		$	124,119
Savings, NOW and money-market deposits		21,705			22,153			166,508			155,102
Time deposits		46,856			56,725			11,211			13,236

Total deposits		77,374			86,009			317,322			292,457

Federal Home Loan Bank advances		20,500			23,500			18,000			18,000
Junior subordinated debenture		5,155			5,155
Advanced payment by borrowers for taxes and insurance		518			221
Official checks		44			114			263			140
Operating lease liabilities								1,620			1,775
Other liabilities		2,252			1,623			652			996

Total liabilities		105,843			116,622			337,857			313,368

Commitments and contingencies (Notes 1, 8 and 9)
Commitments and contingencies (Notes 1, 8 and 11)
Stockholders’ equity:
Preferred stock, no par value; 6,000,000 shares authorized, 7 shares issued and outstanding in 2017 and 2016		—			—
Common stock, $.01 par value; 5,000,000 shares authorized, 1,103,447 shares issued and outstanding in 2017 and 2016		11			11
Preferred stock, 0 par value; 6,000,000 shares authorized:								—			—
Series A Preferred, 0 par value, 0 shares issued and outstanding								—			—
Series B Preferred, 0par value, 1,020 shares authorized, 1,020 and 760 shares issued and outstanding								—			—
Preferred stock, value								—			—
Common stock, $.01 par value; 10,000,000 shares authorized, 6,002,612 and 4,775,281 shares issued and outstanding								60			48
Additional paid-in capital		34,039			34,039			77,204			65,193
Accumulated deficit		(31,227	)		(30,717	)		(25,241	)		(26,096	)
Accumulated other comprehensive loss		(194	)		(252	)		(2,706	)		(635	)

Total stockholders’ equity		2,629			3,081			49,317			38,510
Total liabilities and stockholders’ equity	$	108,472		$	119,703		$	387,174		$	351,878

	2022			2021
	Three Months Ended
	March 31,
	2022			2021

Net earnings	$	855		$	348

Other comprehensive loss:
Change in unrealized loss on debt securities:
Unrealized loss arising during the period		(2,781	)		(922	)

Amortization of unrealized loss on debt securities transferred to held-to-maturity		7			47

Other comprehensive loss before income taxes		(2,774	)		(875	)

Deferred income tax benefit (provision)		703			(25	)

Total other comprehensive loss		(2,071	)		(900	)

Comprehensive loss	$	(1,216	)	$	(552	)

	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	31

Condensed Consolidated Balance Sheets - ~~September 30, 2017~~March 31, 2022 (unaudited) and December 31, ~~2016~~2021	31

Condensed Consolidated Statements of ~~Operations~~Earnings - Three ~~and Nine~~ Months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 (unaudited)	42

Condensed Consolidated Statements of Comprehensive Loss -– Three ~~and Nine~~ Months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 (unaudited)	53

Condensed Consolidated Statements of Stockholders’ Equity - ~~Nine~~Three Months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 (unaudited)	64

Condensed Consolidated Statements of Cash Flows ~~- Nine~~– Three Months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 (unaudited)	7-85

Notes to Condensed Consolidated Financial Statements (unaudited)	9-246

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~25-~~3319

Item 4. Controls and Procedures	3323

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3423

~~Item 3. Defaults on Senior Securities~~	34

Item 6. Exhibits	3423

SIGNATURES	3524

	Three Months Ended					Nine Months Ended						2022		2021
	September 30,					September 30,						Three Months Ended
	2017			2016		2017			2016			March 31,
												2022		2021
Interest income:
Loans	$	972		$	1,082	$	2,971		$	3,156		$	3,263	$	1,847
Securities		96			117		306			367
Debt securities													163		91
Other		65			24		162			75			37		27

Total interest income		1,133			1,223		3,439			3,598			3,463		1,965

Interest expense:
Deposits		167			181		524			550			175		181
Borrowings		141			91		378			260			61		98

Total interest expense		308			272		902			810			236		279

Net interest income		825			951		2,537			2,788			3,227		1,686

Provision for loan losses		—			—		—			—
Provision (credit) for loan losses													392		(24	)

Net interest income after provision for loan losses		825			951		2,537			2,788
Net interest income after provision (credit) for loan losses													2,835		1,710

Noninterest income:
Service charges and fees		44			22		55			63			589		151
Gain on sale of securities available for sale		7			2		7			48
Other		3			7		9			14			61		25

Total noninterest income		54			31		71			125			650		176

Noninterest expenses:
Salaries and employee benefits		423			430		1,301			1,385			1,335		698
Professional fees													147		112
Occupancy and equipment		91			112		293			346			167		152
Data processing		96			77		262			250			277		178
Professional fees		134			151		526			480
Insurance		24			27		72			78			24		23
Regulatory assessment		50			74		152			221			77		61
Other		117			89		512			461			313		314

Total noninterest expenses		935			965		3,118			3,263			2,340		1,538

Net (loss) earnings	$	(56	)	$	22	$	(510	)	$	(308	)
Net earnings before income taxes													1,145		348

Net (loss) earnings per share-
Basic and diluted	$	(.05	)	$	.02	$	(.46	)	$	(0.30	)
Income taxes													290		—

Net earnings												$	855	$	348

Net earnings per share - basic and diluted												$	0.17	$	0.11

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

Balance at December 31, 2015		4	$	—		9,628,863		$	96		$	33,330		$	(30,321	)	$	(138	)	$	2,967

Reverse common stock split (1-for-10) (unaudited)		—		—		(8,665,694	)		(87	)		87			—			—			—

Proceeds from sale of Preferred stock (unaudited)		3		—		—						75			—			—			75

Proceeds from sale of common stock (unaudited)		—		—		92,980			1			374			—			—			375

Common stock issued as compensation to directors (unaudited)		—		—		53,855			1			231			—			—			232

Common stock issued for services (unaudited)		—		—		36,118			—			128			—			—			128

Reversal of common stock issued as compensation to directors (unaudited) (See Note 13)		—		—		(46,296	)		—			(200	)		—			—			(200	)

Net loss for the nine months ended September 30, 2016 (unaudited)		—		—		—			—			—			(308	)		—			(308	)

Net change in unrealized loss on securities available for sale, net of taxes (unaudited)		—		—		—			—			—			—			48			48

Balance at September 30, 2016 (unaudited)		7	$	—		1,099,826		$	11		$	34,025		$	(30,629	)	$	(90	)	$	3,317

Balance at December 31, 2016		7	$	-		1,103,447		$	11		$	34,039		$	(30,717	)	$	(252	)	$	3,081
Net loss for the nine months ended September 30, 2017 (unaudited)		—		—		—			—			—			(510	)		—			(510	)

Net change in unrealized loss on securities available for sale, net of taxes (unaudited)		—		—		—			—			—			—			58			58
Balance at September 30, 2017 (unaudited)		7		—		1,103,447		$	11		$	34,039		$	(31,227	)	$	(194	)	$	2,629

~~(1)~~	*~~General.~~*OptimumBank Holdings, Inc. (the “Holding Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”), a Florida-chartered commercial bank. The Bank’s wholly-owned subsidiaries are OB Real Estate Management, LLC and OB Real Estate Holdings, LLC, both of which were formed in 2009; OB Real Estate Holdings 1692 and OB Real Estate Holdings 1704 formed in 2012, collectively, (the “Real Estate Holding Subsidiaries”). The Holding Company’s only business is the operation of the Bank and its subsidiaries (collectively, the “Company”). The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. OB Real Estate Management, LLC is primarily engaged in managing foreclosed real estate. This subsidiary had no activity in 2017 and 2016. All other subsidiaries are primarily engaged in holding and disposing of foreclosed real estate.

	~~Basis of Presentation~~.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 September 30, 2017, and the results of operations and comprehensive loss for the three and nine month periods ended September 30, 2017 and 2016, and cash flows for the nine month periods ending September 30, 2017 and 2016. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year.

	~~Going Concern Status~~.The Company is in default with respect to its $5,155,000 Junior Subordinated Debenture (“Debenture”) due to its failure to make certain required interest payments under the Debenture. The Trustee of the Debenture (the “Trustee”) or the holders of the Debenture are entitled to accelerate the payment of the $5,155,000 principal balance plus accrued and unpaid interest totaling $1,314,000 at September 30, 2017. To date the Trustee has not accelerated the outstanding balance of the Debenture. No adjustments to the accompanying condensed consolidated financial statements have been made as a result of this uncertainty. (1) General. OptimumBank Holdings, Inc. (the “Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”), a Florida-chartered community bank. The Company’s only business is the operation of the Bank. 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 two banking offices located in Broward County, Florida. Basis of Presentation. 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 March 31, 2022, and the results of operations and cash flows for the three month periods ended March 31, 2022 and 2021. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the full year. *Subsequent Events*. The Company has evaluated subsequent events through May 11, 2022, which is the date the condensed consolidated financial statements were issued, determining no additional events required disclosure. (continued) Management’s plans with regard to this matter are as follows: A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director’s purchase of the Debenture. In March 2016, the Trustee received a direction from certain equity owners of the Trust that holds the Debenture to sell the Debenture to a Director of the Company. Based upon the receipt of conflicting directions from other debt holders of the Trust, in August 2016, the Trustee commenced an action in a Minnesota State Court seeking directions from the Court. The case was subsequently transferred to United States District Court for the Southern District of New York, where the case is currently pending. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital.

	*~~Comprehensive Loss~~*GAAP generally requires that recognized revenue, expenses, gains and losses be included in operations. 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 condensed consolidated balance sheets, such items along with net (loss) earnings, are components of comprehensive loss. The only component of comprehensive loss is the net change in the unrealized loss (gain) on the securities available for sale.

	*~~Income Taxes.~~* The Company assessed its earnings history and trends and estimates of future earnings, and determined that the deferred tax asset could not be realized as of September 30, 2017. Accordingly, a valuation allowance was recorded against the net deferred tax asset.

	~~(continued)~~

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

At September 30, 2017:
Securities Available for Sale:
Collateralized mortgage obligations	$	9,181	$	—	$	(299	)	$	8,882
SBA Pool Securities		7,330		8		(21	)		7,317

Total	$	16,511	$	8	$	(320	)	$	16,199

At December 31, 2016:
Securities Available for Sale:
Collateralized mortgage obligations	$	10,157	$	—	$	(405	)	$	9,752
SBA Pool Securities		10,470		—		—			10,470

Total	$	20,627	$	—	$	(405	)	$	20,222

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value

At March 31, 2022:
Available for sale:
SBA Pool Securities	$	1,063	$	—	$	(25	)	$	1,038
Collateralized mortgage obligations		178		—		(4	)		174
Taxable municipal securities		16,757		—		(2,130	)		14,627
Mortgage-backed securities		16,545		—		(1,438	)		15,107
Total	$	34,543	$	—	$	(3,597	)	$	30,946

Held-to-maturity:
Collateralized mortgage obligations	$	673	$	2		(6	)	$	669
Mortgage-backed securities		135		—		—			135
Total	$	808	$	2		(6	)	$	804

	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016

Proceeds from sales of securities	$	2,278	$	8,180		$	2,278	$	18,028

Gross gains from sale of securities		7		20			7		66
Gross losses from sale of securities		—		(18	)		—		(18	)

Net gain from sales of securities	$	7	$	2		$	7	$	48

	At September 30, 2017
	Over Twelve Months				Less Than Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses			Fair Value

Securities Available for Sale:
Collateralized mortgage obligations	$	(299)	$	8,882	$	—		$	—
SBA Pool Securities		—		—		(21	)		4,091
	$	(299)	$	8,882	$	(21	)	$	4,091

	At December 31, 2016
	Over Twelve Months					Less Than Twelve Months
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value

Securities Available for Sale-
Collateralized mortgage obligations	$	(46	)	$	864	$	(359	)	$	8,888

	At September 30, 2017			At December 31, 2016

Residential real estate	$	26,564		$	27,334
Multi-family real estate		6,142			5,829
Commercial real estate		30,637			29,264
Land and construction		3,037			5,681
Commercial		5,390			10,514
Consumer		1,025			1,829

Total loans		72,795			80,451

Add (deduct):
Net deferred loan fees, costs and premiums		302			463
Allowance for loan losses		(3,903	)		(3,915	)

Loans, net	$	69,194		$	76,999

	Residential Real Estate		Multi-Family Real Estate		Commercial Real Estate			Land and Construction			Commercial			Consumer			Unallocated			Total			Residential Real Estate			Multi-Family Real Estate			Commercial Real Estate			Land and Construction			Commercial			Consumer			Total
Three Months Ended September 30, 2017:
Three Months Ended March 31, 2022:

Beginning balance	$	302	$	62	$	769		$	61		$	67		$	148		$	2,486		$	3,895		$	482		$	535		$	1,535		$	32		$	74		$	417		$	3,075
Provision (credit) for loan losses		322	$	—	$	6		$	(2	)	$	(2	)	$	(3	)	$	(321	)	$	—			93			14			72			47			(6	)		172			392
Charge-offs		—	$	—	$	—		$	—		$	—		$	(3	)	$	—		$	(3	)		—			—			—			—			—			(73	)		(73	)
Recoveries		—	$	—	$	—		$	6		$	—		$	5		$	—		$	11			—			—			—			—			—			14			14

Ending balance	$	624	$	62	$	775		$	65		$	65		$	147		$	2,165		$	3,903		$	575		$	549		$	1,607		$	79		$	68		$	530		$	3,408

Three Months Ended September 30, 2016:
Three Months Ended March 31, 2021:
Beginning balance	$	262	$	39	$	1,012		$	64		$	200		$	156		$	2,507		$	4,240		$	463		$	253		$	884		$	52		$	103		$	151		$	1,906
Provision (credit) for loan losses		58		19		89			(4	)		48			75			(285	)		—
(Credit) provision for loan losses																								(91	)		(15	)		(41	)		(10	)		(4	)		137			(24	)
Charge-offs		—		—		(14	)		—			—			(72	)		—			(86	)		—			—			—			—			—			(20	)		(20	)
Recoveries		—		—		—			6			—			9			—			15			24			—			—			4			—			—			28

Ending balance	$	320	$	58	$	1,087		$	66		$	248		$	168		$	2,222		$	4,169		$	396		$	238		$	843		$	46		$	99		$	268		$	1,890

Nine Months ended September 30, 2017:
Beginning balance	$	310	$	58	$	787		$	120		$	188		$	165		$	2,287		$	3,915
Provision (credit) for loan losses		314	$	4	$	(12	)	$	(73	)	$	(123	)	$	12		$	(122	)	$	—
Charge-offs		—	$	—	$	—		$	—		$	—		$	(43	)	$	—		$	(43	)
Recoveries		—	$	—	$	—		$	18		$	—		$	13		$	—		$	31

Ending balance	$	624	$	62	$	775		$	65		$	65		$	147		$	2,165		$	3,903

Nine Months Ended September 30, 2016:
Beginning balance	$	116	$	26	$	1,085		$	77		$	120		$	151		$	720		$	2,295
Provision (credit) for loan losses		204		32		(2,033	)		(29	)		128			196			1,502			—
Charge-offs		—		—		(14	)		—			—			(195	)		—			(209	)
Recoveries		—		—		2,049			18			—			16			—			2,083

Ending balance	$	320		58		1,087			66			248			168			2,222			4,169

	Residential Real Estate		Multi- Family Real Estate		Commercial Real Estate		Land and Construction		Commercial		Consumer		Unallocated		Total
At September 30, 2017:
Individually evaluated for impairment:
Recorded investment	$	1,354	$	—	$	981	$	—	$	—	$	—	$	—	$	2,335
Balance in allowance for loan losses	$	336	$	—	$	76	$	—	$	—	$	—	$	—	$	412

Collectively evaluated for impairment:
Recorded investment	$	25,210	$	6,142	$	29,656	$	3,037	$	5,390	$	1,025	$	—	$	70,460
Balance in allowance for loan losses	$	288	$	62	$	699	$	65	$	65	$	147	$	2,165	$	3,491

At December 31, 2016:
Individually evaluated for impairment:
Recorded investment	$	375	$	—	$	1,004	$	—	$	—	$	—	$	—	$	1,379
Balance in allowance for loan losses	$	—	$	—	$	104	$	—	$	—	$	—	$	—	$	104

Collectively evaluated for impairment:
Recorded investment	$	26,959	$	5,829	$	28,260	$	5,681	$	10,514	$	1,829	$	—	$	79,072
Balance in allowance for loan losses	$	310	$	58	$	683	$	120	$	188	$	165	$	2,287	$	3,811

	Real Estate		Real Estate		Commercial Real Estate		Land and Construction		Commercial		Consumer		Total
	Residential		Multi-Family
	Real Estate		Real Estate		Commercial Real Estate		Land and Construction		Commercial		Consumer		Total
At March 31, 2022:
Individually evaluated for impairment:
Recorded investment	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Balance in allowance for loan losses	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Collectively evaluated for impairment:
Recorded investment	$	36,786	$	49,907	$	146,181	$	7,579	$	12,589	$	24,466	$	277,508
Balance in allowance for loan losses	$	574	$	549	$	1,607	$	79	$	66	$	533	$	3,408

At December 31, 2021:
Individually evaluated for impairment:
Recorded investment	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Balance in allowance for loan losses	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Collectively evaluated for impairment:
Recorded investment	$	32,583	$	48,592	$	129,468	$	3,772	$	14,157	$	22,827	$	251,399
Collectively evaluated for impairment, Recorded investment	$	32,583	$	48,592	$	129,468	$	3,772	$	14,157	$	22,827	$	251,399
Balance in allowance for loan losses	$	481	$	535	$	1,535	$	32	$	72	$	420	$	3,075
Collectively evaluated for impairment, Balance in allowance for loan losses	$	481	$	535	$	1,535	$	32	$	72	$	420	$	3,075

~~(3)~~	*~~Loans, 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. All loans are underwritten based upon standards set forth in the policies approved by the Company’s Board of Directors (the “Board”). The Company identifies the portfolio segments as follows: *Residential Real Estate, Multi-Family Real Estate, Commercial Real Estate, Land and Construction.* Residential real estate loans are underwritten based on repayment capacity and source, value of the underlying property, credit history and stability. The Company offers first and second one-to-four family mortgage loans; the collateral for these loans is generally the clients’ owner-occupied residences. Although these types of loans present lower levels of risk than commercial real estate loans, risks do still exist because of possible fluctuations in the value of the real estate collateral securing the loan, as well as changes in the borrowers’ financial condition. 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 Board. Such standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Construction loans to borrowers finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sales information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof. *Commercial.* Commercial business loans and lines of credit consist of loans to small- and medium-sized companies in the Company’s market area. Commercial loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. Primarily all of the Company’s commercial loans are secured loans, along with a small amount of unsecured loans. The Company’s underwriting analysis consists of a review of the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. These loans are generally secured by accounts receivable, inventory and equipment. Commercial loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, which makes them of higher risk than residential loans and the collateral securing loans may be difficult to appraise and may fluctuate in value based on the success of the business. The Company seeks to minimize these risks through its underwriting standards. The Company has supported small business owners by making loans through the Small Business Administration Paycheck Protection Program (“PPP”). Through March 31, 2022, the Bank had originated 502 PPP loans in a total principal amount of $37.4 million. These loans are 100% guaranteed by the Small Business Administration (the “SBA”). At March 31, 2022, the Bank held PPP loans with a total principal balance of $8.4 million. *Consumer.* Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates. Risk is mitigated by the fact that the loans are of smaller individual amounts. (continued) *~~Residential Real Estate, Multi-Family Real Estate, Commercial Real Estate, Land and Construction.~~* All loans are underwritten in accordance with policies set forth and approved by the Board of Directors (the “Board”), including repayment capacity and source, value of the underlying property, credit history and stability. Multi-family and commercial real estate loans are secured by the subject property and are underwritten based upon standards set forth in the policies approved by the Company’s Board. Such standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Construction loans to borrowers finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sales information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof.

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

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

	Pass		OLEM (Other Loans Especially Mentioned)		Sub- Standard		Doubtful		Loss		Total

At March 31, 2022:
Residential real estate	$	34,290	$	—	$	2,496	$	—	$	—	$	36,786
Multi-family real estate		49,907		—		—		—		—		49,907
Commercial real estate		142,355		3,826		—		—		—		146,181
Land and construction		7,579		—		—		—		—		7,579
Commercial		12,475		114		—		—		—		12,589
Consumer		24,466		—		—		—		—		24,466

Total	$	271,072	$	3,940	$	2,496	$	—	$	—	$	277,508

At December 31, 2021:
Residential real estate	$	30,080	$	—	$	2,503	$	—	$	—	$	32,583
Multi-family real estate		47,962		630		—		—		—		48,592
Commercial real estate		125,620		3,848		—		—		—		129,468
Land and construction		3,772		—		—		—		—		3,772
Commercial		13,960		197		—		—		—		14,157
Consumer		22,827		—		—		—		—		22,827

Total	$	244,221	$	4,675	$	2,503	$	—	$	—	$	251,399

	Pass		OLEM (Other Loans Especially Mentioned)		Sub- standard		Doubtful		Loss		Total
At September 30, 2017:
Residential real estate	$	22,820	$	3,375	$	369	$	—	$	—	$	26,564
Multi-family real estate		6,142	$	—	$	—	$	—	$	—	$	6,142
Commercial real estate		26,773	$	2,883	$	981	$	—	$	—	$	30,637
Land and construction		651	$	2,386	$	—	$	—	$	—	$	3,037
Commercial		3,133	$	2,257	$	—	$	—	$	—	$	5,390
Consumer		1,025	$	—	$	—	$	—	$	—	$	1,025

Total	$	60,544	$	10,901	$	1,350	$	—	$	—	$	72,795

At December 31, 2016:
Residential real estate	$	25,326	$	1,633	$	375	$	—	$	—	$	27,334
Multi-family real estate		5,829		—		—		—		—		5,829
Commercial real estate		25,979		1,174		2,111		—		—		29,264
Land and construction		5,636		45		—		—		—		5,681
Commercial		8,768		—		1,746		—		—		10,514
Consumer		1,823		—		6		—		—		1,829

Total	$	73,361	$	2,852	$	4,238	$	—	$	—	$	80,451

	Pass – Aa 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 – Anan 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 – Aa Substandard loan is inadequately protected by the current ~~sound~~net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Included in this category are loans that are current on their payments, but the Bank is unable to document the source of repayment. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

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

	Loss – Aa 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~~effected in the future. The Company fully charges off any loan classified as Loss.

	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
At September 30, 2017:
Residential real estate	$		—	$		—	$		—	$		—		$		26,564	$		—	$		26,564
Multi-family real estate			—			—			—			—				6,142			—			6,142
Commercial real estate			—			—			—			—				30,637			—			30,637
Land and construction			—			—			—			—				3,037			—			3,037
Commercial			—			—			—			—				5,390			—			5,390
Consumer			—			—			—			—				1,025			—			1,025

Total	$		—	$		—	$			$		—		$		72,795	$		—	$		72,795

At December 31, 2016:
Residential real estate		$	—		$	—		$	—		$	—			$	26,959		$	375		$	27,334
Multi-family real estate			—			—			—			—				5,829			—			5,829
Commercial real estate			—			—			—			—				29,264			—			29,264
Land and construction			—			—			—			—				5,681			—			5,681
Commercial			—			—			—			—				10,514			—			10,514
Consumer			—			6			—			6				1,823			—			1,829

Total		$	—		$	6		$	—		$	6			$	80,070		$	375		$	80,451


	Accruing Loans
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days Past Past		Total Past Due		Current		Nonaccrual Loans		Total Loans

At March 31, 2022:
Residential real estate	$	—	$	—	$	—	$	—	$	36,786	$	—	$	36,786
Multi-family real estate		—		—		—		—		49,907		—		49,907
Commercial real estate		—		—		—		—		146,181		—		146,181
Land and construction		—		—		—		—		7,579		—		7,579
Commercial		—		—		—		—		12,589		—		12,589
Consumer		121		59		—		180		24,286		—		24,466

Total	$	121	$	59	$	—	$	180	$	277,328	$	—	$	277,508

	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
At December 31, 2021:
Residential real estate	$	198	$	—	$	—	$	198	$	32,385	$	—	$	32,583
Multi-family real estate		—		—		—		—		48,592		—		48,592
Commercial real estate		—		—		—		—		129,468		—		129,468
Land and construction		—		—		—		—		3,772		—		3,772
Commercial		—		—		—		—		14,157		—		14,157
Consumer		69		—		—		69		22,758		—		22,827

Total	$	267	$	—	$	—	$	267	$	251,132	$	—	$	251,399

	Bank			Consent Order Regulatory Requirement

Tier I capital to total average assets		8.54	%		8.00	%

Tier I capital to risk-weighted assets		13.12	%		NA	%

Common equity Tier I capital to risk-weighted assets		13.12	%		NA	%

Total capital to risk-weighted assets		14.42	%		12.00	%

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Weighted-average number of common shares outstanding used to calculate basic and diluted (loss) earnings per common share		1,103,447		1,097,644		1,103,447		1,024,704

	At September 30, 2017							At December 31, 2016
	Carrying Amount		Fair Value			Level		Carrying Amount		Fair Value			Level
Financial assets:
Cash and cash equivalents	$	18,514	$	18,514			1	$	17,640	$	17,640			1
Securities available for sale		16,199		16,199			2		20,222		20,222			2
Loans		69,194		69,095			3		76,999		76,829			3
Federal Home Loan Bank stock		979		979			3		1,113		1,113			3
Accrued interest receivable		366		366			3		380		380			3

Financial liabilities:
Deposit liabilities		77,374		77,935			3		86,009		86,364			3
Federal Home Loan Bank advances		20,500		20,458			3		23,500		23,500			3
Junior subordinated debenture		5,155		NA	⁽¹⁾		3		5,155		N/A	⁽¹⁾		3
Off-balance sheet financial instruments		—		—			—		—		—			—

	Actual					For Capital Adequacy Purposes					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions					Requirements of Consent Order
	Amount		%			Amount		%			Amount		%			Amount		%
As of September 30, 2017:
Total Capital to Risk-Weighted Assets	$	10,472		14.42	%	$	5,809		8.0	%	$	7,262		10.0	%	$	8,714		12.00	%
Tier I Capital to Risk-Weighted Assets		9,527		13.12	%		4,357		6.0	%		5,809		8.0	%		NA		NA
Common equity Tier I capital to Risk-Weighted Assets		9,527		13.12	%		3,268		4.5	%		4,720		6.5	%		NA		NA
Tier I Capital to Total Assets		9,527		8.54	%		4,463		4.0	%		5,579		5.0	%		8,926		8.00	%

As of December 31, 2016:
Total Capital to Risk-Weighted Assets	$	10,662		12.79	%	$	6,609		8.0	%	$	8,261		10.0	%	$	9,913		12.0	%
Tier I Capital to Risk-Weighted Assets		9,498		11.50	%		4,957		6.0	%		6,609		8.0	%		N/A		N/A
Common equity Tier I capital to Risk-Weighted Assets		9,498		11.50	%		3,718		4.5	%		5,370		6.5	%		N/A		N/A
Tier I Capital to Total Assets		9,498		8.06	%		4,714		4.0	%		5,893		5.0	%		9,428		8.0	%