Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

or

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

For the transition period from __________ to _________

Commission File Number: 000-50755

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

2929 East Commercial Boulevard, Fort Lauderdale, FL 33308

(Address of principal executive offices, Zip Code)

954-900-2800

(Registrant's telephone number, including area code)

N/A

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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☒ No ☐

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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer☒		Smaller reporting company ☒
		Emerging growth company ☐

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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 10,090,038shares of common stock, $.01par value, issued and outstanding as of November 8, 2024.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

INDEX

	Page
PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets - September 30, 2024 (unaudited) and December 31, 2023 (audited)	1
Condensed Consolidated Statements of Earnings - Three and Nine Months ended September 30, 2024 and 2023 (unaudited)	2
Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months ended September 30, 2024 and 2023 (unaudited)	3
Condensed Consolidated Statements of Stockholders' Equity - Three and Nine Months ended September 30, 2024 and 2023 (unaudited)	4
Condensed Consolidated Statements of Cash Flows -Nine Months ended September 30, 2024 and 2023 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	27
PART II. OTHER INFORMATION	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Default Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	27
SIGNATURES	28

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

		September 30,			December 31,
		2024			2023
		(Unaudited)			(audited)
Assets:
Cash and due from banks		$	15,357			$	14,009
Interest-bearing deposits with banks			116,242				62,654
Total cash and cash equivalents			131,599				76,663
Debt securities available for sale			24,495				24,355
Debt securities held-to-maturity (fair value of $275and $326)			300				360
Loans, net of allowance for credit losses of $8,337and $7,683			768,914				671,094
Federal Home Loan Bank stock			2,454				3,354
Premises and equipment, net			1,938				1,375
Right-of-use lease assets			1,950				2,161
Accrued interest receivable			3,147				2,474
Deferred tax asset			2,788				2,903
Other assets			7,607				6,515
Total assets		$	945,192			$	791,254
Liabilities and Stockholders' Equity:
Liabilities:
Noninterest-bearing demand deposits		$	202,373			$	194,892
Savings, NOW and money-market deposits			318,402				322,932
Time deposits			285,731				121,757
Total deposits			806,506				639,581
Federal Home Loan Bank advances			40,000				62,000
Federal Reserve Bank advances			-				13,600
Operating lease liabilities			2,056				2,248
Other liabilities			3,935				3,818
Total liabilities			852,497				721,247
Commitments and contingencies (Notes 8 and 11)
Stockholders' equity:
Preferred stock, nopar value 6,000,000shares authorized:			-				-
Series A Preferred, nopar value, noshares issued and outstanding			-				-
Series B Convertible Preferred, nopar value, 1,520shares authorized, 1,360shares issued and outstanding			-				-
Series C Convertible Preferred, nopar value, 4,000,000shares authorized, 525,641and 0shares issued and outstanding			-				-
Common stock, $.01par value; 30,000,000shares authorized, 10,006,960and 7,250,218shares issued and outstanding			99				72
Additional paid-in capital			103,878				91,221
Accumulated deficit			(6,796	)			(15,971	)
Accumulated other comprehensive loss			(4,486	)			(5,315	)
Total stockholders' equity			92,695				70,007
Total liabilities and stockholders' equity		$	945,192			$	791,254

See accompanying notes to condensed consolidated financial statements.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Earnings (Unaudited)

(in thousands, except per share amounts)

		Three Months Ended			Nine Months Ended
		September 30,			September 30,
		2024			2023			2024			2023
Interest income:
Loans		$	13,588			$	7,996			$	38,372			$	21,837
Debt securities			163				167				498				517
Other			1,583				739				5,116				2,243
Total interest income			15,334				8,902				43,986				24,597
Interest expense:
Deposits			5,962				2,841				16,959				7,829
Borrowings			410				147				1,574				203
Total interest expense			6,372				2,988				18,533				8,032
Net interest income			8,962				5,914				25,453				16,565
Credit loss expense			357				1,446				1,610				2,970
Net interest income after credit loss expense			8,605				4,468				23,843				13,595
Noninterest income:
Service charges and fees			990				881				2,822				2,359
Other			125				30				733				53
Total noninterest income			1,115				911				3,555				2,412
Noninterest expenses:
Salaries and employee benefits			3,078				2,141				8,958				6,148
Professional fees			266				161				699				529
Occupancy and equipment			234				204				642				581
Data processing			574				455				1,702				1,206
Regulatory assessment			241				89				593				522
Litigation Settlement			-				-				-				375
Other			892				601				2,484				1,614
Total noninterest expenses			5,285				3,651				15,078				10,975
Net earnings before income taxes			4,435				1,728				12,320				5,032
Income taxes			1,133				459				3,147				1,298
Net earnings		$	3,302			$	1,269			$	9,173			$	3,734
Net earnings per share - Basic		$	0.34			$	0.18			$	1.02			$	0.52
Net earnings per share - Diluted			0.32				0.18				0.98				0.52

See accompanying notes to condensed consolidated financial statements.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

		Three Months Ended			Nine Months Ended
		September 30,			September 30,
		2024			2023			2024			2023
Net earnings		$	3,302			$	1,269			$	9,173			$	3,734
Other comprehensive income (loss):
Change in unrealized loss on debt securities:
Unrealized gain (loss) arising during the period			1,296				(1,271	)			1,094				(937	)
Amortization of unrealized loss on debt securities transferred to held-to-maturity			-				2				1				4
Other comprehensive income (loss) before income taxes			1,296				(1,269	)			1,095				(933	)
Deferred income tax (provision) benefit			(331	)			321				(266	)			236
Total other comprehensive income (loss)			965				(948	)			829				(697	)
Comprehensive income		$	4,267			$	321			$	10,002			$	3,037

See accompanying notes to condensed consolidated financial statements.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders' Equity

Three and Nine Months Ended September 30, 2024 and 2023

(Dollars in thousands)

		Preferred Stock
		Series A			Series B			Series C			Common Stock			Additional Paid-In			Accumulated			Accumulated Comprehensive			Stockholders'
		Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Loss			Equity
Balance at December 31, 2022 (audited)			-			$	-				1,360			$	-				-			$	-				7,058,897			$	71			$	90,408			$	(22,073	)		$	(5,826	)		$	62,580
Additional allowance recognized due to adoption of Topic 326			-				-				-				-				-				-				-				-				-				(181	)			-				(181	)
Proceeds from the sale of common stock (unaudited)			-				-				-				-				-				-				72,221				-				324				-				-				324
Stock-based Compensation (unaudited)			-				-				-				-				-				-				119,101				1				489				-				-				490
Net change in unrealized loss on debt securities available for sale (unaudited)			-				-				-				-				-				-				-				-				-				-				538				538
Amortization of unrealized loss on debt securities transferred to held-to-maturity (unaudited)			-				-				-				-				-				-				-				-				-				-				1				1
Net earnings (unaudited)			-				-				-				-				-				-				-				-				-				1,153				-				1,153
Balance at March 31, 2023 (unaudited)			-			$	-				1,360			$	-				-			$	-				7,250,219			$	72			$	91,221			$	(21,101	)		$	(5,287	)		$	64,905
Net change in unrealized loss on debt securities available for sale (unaudited)			-				-				-				-				-				-				-				-				-				-				(289	)			(289	)
Amortization of unrealized loss on debt securities transferred to held-to-maturity (unaudited)			-				-				-				-				-				-				-				-				-				-				1				1
Net earnings (unaudited)			-				-				-				-				-				-				-				-				-				1,312				-				1,312
Balance at June 30, 2023 (unaudited)			-			$	-				1,360			$	-				-			$	-				7,250,219			$	72			$	91,221			$	(19,789	)		$	(5,575	)		$	65,929
Net change in unrealized loss on debt securities available for sale (unaudited)			-				-				-				-				-							-				-				-				-				(950	)			(950	)
Amortization of unrealized loss on debt securities transferred to held-to-maturity (unaudited)			-				-				-				-				-							-				-				-				-				2				2
Net earnings (unaudited)			-				-				-				-				-							-				-				-				1,269				-				1,269
Balance at September 30, 2023 (unaudited)			-			$	-				1,360			$	-				-						$	7,250,219			$	72			$	91,221			$	(18,520	)		$	(6,523	)		$	66,250

		Preferred Stock
		Series A			Series B			Series C			Common Stock			Additional Paid-In			Accumulated			Accumulated Comprehensive			Stockholders'
		Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Loss			Equity
Balance at December 31, 2023 (audited)			-			$	-				1,360			$	-				-			$				7,250,219			$	72			$	91,221			$	(15,971	)		$	(5,315	)		$	70,007
Proceeds from sale of preferred stock (net of offering costs of $118) (unaudited)			-				-				-				-				525,641				-				-				-				1,932				-				-				1,932
Proceeds from sale of common stock (net of offering costs of $339) (unaudited)			-				-				-				-				-				-				2,311,552				23				8,780				-				-				8,803
Stock-based Compensation (unaudited)			-				-				-				-				-				-				73,050				1				306				-				-				307
Net change in unrealized loss on debt securities available for sale (unaudited)			-				-				-				-				-				-				-				-				-				-				(382	)			(382	)
Net earnings (unaudited)			-				-				-				-				-				-				-				-				-				2,377				-				2,377
Balance at March 31, 2024 (unaudited)			-			$	-				1,360			$	-				525,641			$	-				9,634,821			$	96			$	102,239			$	(13,594	)		$	(5,697	)		$	83,044
Stock-based Compensation (unaudited)			-				-				-				-				-				-				42,610				-				185				-				-				185
Net change in unrealized loss on debt securities available for sale (unaudited)			-				-				-				-				-				-				-				-				-				-				245				245
Amortization of unrealized loss on debt securities transferred to held-to-maturity (unaudited)			-				-				-				-				-				-				-				-				-				-				1				1
Net earnings (unaudited)			-				-				-				-				-				-				-				-				-				3,496				-				3,496
Balance at June 30, 2024 (unaudited)			-			$	-				1,360			$	-				525,641			$	-				9,677,431			$	96			$	102,424			$	(10,098	)		$	(5,451	)		$	86,971
Proceeds from sale of common stock (net of offering costs of $79) (unaudited)			-				-				-				-				-				-				329,529				3				1,454				-				-				1,457
Net change in unrealized loss on debt securities available for sale (unaudited)			-				-				-				-				-				-				-				-				-				-				965				965
Net earnings (unaudited)			-				-				-				-				-				-				-				-				-				3,302				-				3,302
Balance at September 30, 2024 (unaudited)			-			$	-				1,360			$	-				525,641			$	-				10,006,960			$	99			$	103,878			$	(6,796	)		$	(4,486	)		$	92,695

See accompanying notes to condensed consolidated financial statements.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

		Nine Months Ended
		September 30,
		2024			2023
Cash flows from operating activities:
Net earnings		$	9,173			$	3,734
Adjustments to reconcile net earnings to net cash provided by operating activities:
Credit loss expense			1,610				2,970
Depreciation and amortization			207				172
Deferred income taxes			(151	)			857
Net accretion of fees, premiums and discounts			(247	)			6
Stock-based compensation expense			492				490
Increase in accrued interest receivable			(673	)			(338	)
Amortization of right of use asset			211				203
Net decrease in operating lease liabilities			(192	)			(177	)
Increase in other assets			(1,092	)			(1,148	)
Increase (Decrease) in other liabilities			310				(226	)
Net cash provided by operating activities		$	9,648				6,543
Cash flows from investing activities:
Principal repayments of debt securities available for sale			859				976
Principal repayments of debt securities held-to-maturity			61				151
Net increase in loans			(99,279	)			(99,134	)
Purchases of premises and equipment			(770	)			(489	)
Redemption (Purchase) of FHLB stock			900				(284	)
Net cash used in investing activities			(98,229	)			(98,780	)
Cash flows from financing activities:
Net increase in deposits			166,925				110,475
Net (decrease) in FHLB Advances			(22,000	)			-
Net (decrease) increase in FRB Advances			(13,600	)			13,600
Proceeds from sale of preferred stock (net of offering costs of $118)			1,932				-
Proceeds from sale of common stock ( net of offering costs of $418)			10,260				324
Net cash provided by financing activities			143,517				124,399
Net increase in cash and cash equivalents			54,936				32,162
Cash and cash equivalents at beginning of the period			76,663				71,836
Cash and cash equivalents at end of the period		$	131,599			$	103,998
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	18,537			$	7,888
Income taxes		$	3,147			$	457
Noncash transactions:
Change in accumulated other comprehensive loss, net change in unrealized loss on debt securities available for sale, net of income taxes		$	828			$	(697	)
Amortization of unrealized loss on debt securities transferred to held-to-maturity		$	1			$	4
Reduction stockholders' equity due to adoption of Topic 326, net			-				(181	)
Right-of use lease assets obtained in exchange for operating lease liabilities		$	-			$	315

See accompanying notes to condensed consolidated financial statements.

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(1) General. OptimumBank Holdings, Inc. (the "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 three banking offices located in Broward and Dade Counties, Florida. The Bank also markets its deposit and electronic funds transfer services on a national basis to merchant cash advance providers.

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, 2024, the results of operations for the three and nine month periods ended September 30, 2024 and 2023, and the cash flow for the nine months ended September 30, 2024 and 2023 All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year.

Comprehensive Income. Generally Accepted Accounting Principles generally require that recognized revenue, expenses, gains and losses be included in net earnings. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale debt securities are reported as a separate component of the equity section of the condensed consolidated balance sheets, such items along with net earnings, are components of comprehensive income.

Accumulated other comprehensive loss consists of the following (in thousands):

		September 30,			December 31,
		2024			2023
Unrealized loss on debt securities available for sale		$	(6,012	)		$	(7,106	)
Unamortized portion of unrealized loss related to debt securities available for sale transferred to securities held-to-maturity			(12	)			(13	)
Income tax benefit			1,538				1,804
Accumulated other comprehensive loss		$	(4,486	)		$	(5,315	)

(2) Debt Securities. Debt securities have been classified according to management's intent. The amortized cost of debt securities and fair values are as follows (in thousands):

					Gross			Gross
		Amortized			Unrealized			Unrealized			Fair
		Cost			Gains			Losses			Value
At September 30, 2024:
Available for sale:
SBA Pool Securities		$	611			$	-			$	(13	)		$	598
Collateralized mortgage obligations			129				-				(12	)			117
Taxable municipal securities			16,663				-				(3,878	)			12,785
Mortgage-backed securities			13,104				-				(2,109	)			10,995
Total		$	30,507			$	-			$	(6,012	)		$	24,495
Held-to-maturity:
Collateralized mortgage obligations		$	300			$	-				(25	)		$	275
Total		$	300			$	-				(25	)		$	275

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(2) Debt Securities, Continued.

					Gross			Gross
		Amortized			Unrealized			Unrealized			Fair
		Cost			Gains			Losses			Value
At December 31, 2023:
Available for sale:
SBA Pool Securities		$	706			$	-			$	(16	)		$	690
Collateralized mortgage obligations			138				-				(15	)			123
Taxable municipal securities			16,690				-				(4,480	)			12,210
Mortgage-backed securities			13,927				-				(2,595	)			11,332
Total		$	31,461			$	-			$	(7,106	)		$	24,355
Held-to-maturity:
Collateralized mortgage obligations		$	353			$	-				(35	)		$	318
Mortgage-backed securities			7				1				-				8
Total		$	360			$	1				(35	)		$	326

There were nosales of debt securities during the three and nine months ended September 30, 2024 and 2023.

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):

		Over Twelve Months			Less Than Twelve Months
		Gross						Gross
		Unrealized			Fair			Unrealized			Fair
		Losses			Value			Losses			Value
At September 30, 2024:
Available for Sale:
SBA Pool Securities			(13	)			598				-				-
Collateralized mortgage obligation			(12	)			117				-				-
Taxable municipal securities			(3,878	)			12,785				-				-
Mortgage-backed securities			(2,109	)			10,995				-				-
Total		$	(6,012	)		$	24,495			$	-			$	-
At December 31, 2023:
Available for Sale :
SBA Pool Securities			(16	)			690				-				-
Collateralized mortgage obligation			-				-				(15	)			123
Taxable municipal securities			(4,480	)			12,210				-				-
Mortgage-backed securities			(2,595	)			11,332				-				-
Total		$	(7,091	)		$	24,232			$	(15	)		$	123

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(2) Debt Securities, Continued.

At September 30, 2024 and December 31, 2023, the unrealized losses on fortyinvestment debt securities in each period were attributable to changes in interest rates.

Management evaluates debt securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) the intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that the Company will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer's financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer's financial condition, and the issuer's anticipated ability to pay the contractual cash flows of the investments.

The Company performed an analysis that determined that the mortgage-backed securities, collateralized mortgage obligations, and U.S. government securities, and SBA pool securities have a zero expected credit loss as they have the full faith and credit backing of the U.S. government or one of its agencies. Municipal bonds that do not have a zero expected credit loss are evaluated at least quarterly to determine whether there is a credit loss associated with a decline in fair value. At September 30, 2024 and December 31, 2023 all municipal securities were rated as investment grade. All debt securities in an unrealized loss position as of September 30, 2024 continue to perform as scheduled and the Company does not believe that there is a credit loss or that credit loss expense is necessary. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. The Company does not currently intend to sell the investments within the portfolio, and it is not more-likely-than-not that a sale will be required.

Management continues to monitor all of our investments with a high degree of scrutiny. There can be no assurance that in a future period, conditions may exist at that time indicating that some or all of the Company's securities may be sold that would require a charge to earnings as credit loss expense in such period.

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

		September 30,			December 31,
		2024			2023
Residential real estate		$	75,877			$	71,400
Multi-family real estate			62,280				67,498
Commercial real estate			479,038				422,680
Land and construction			72,729				32,600
Commercial			39,957				41,870
Consumer			48,177				44,023
Total loans			778,058				680,071
Deduct:
Net deferred loan fees, and costs			(807	)			(1,294	)
Allowance for credit losses			(8,337	)			(7,683	)
Loans, net		$	768,914			$	671,094

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(3) Loans, Continued.

An analysis of the change in the allowance for credit losses follows (in thousands):

		Residential			Multi-Family			Commercial			Land and
		Real Estate			Real Estate			Real Estate			Construction			Commercial			Consumer			Total
Three Months Ended September 30, 2024:
Beginning balance		$	970				712				4,303				1,677				134				412				8,208
Credit loss (expense) income			265				114				(803	)			605				47				181				409
Charge-offs			-				-				-				-				-				(366	)			(366	)
Recoveries			-				-				-				-				-				86				86
Ending balance (September 30, 2024)		$	1,235			$	826			$	3,500			$	2,282			$	181			$	313			$	8,337
Three Months Ended September 30, 2023:
Beginning balance		$	883				1,037				2,802				680				135				1,108				6,645
Credit loss (expense) income			(113	)			184				620				194				102				337				1,324
Charge-offs			-				-				-				-				(10	)			(872	)			(882	)
Recoveries			-				-				-				-				-				113				113
Ending balance (September 30, 2023)		$	770			$	1,221			$	3,422			$	874			$	227			$	686			$	7,200

During the three months period ended September 30, 2024, the Company recognized $52,000of credit loss income related to unfunded loan commitments.

During the three months ended September 30, 2023, the Company recognized credit loss expense of $122,000related to unfunded loan commitments.

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(3) Loans, Continued.

		Residential			Multi-Family			Commercial			Land and
		Real Estate			Real Estate			Real Estate			Construction			Commercial			Consumer			Total
Nine Months Ended September 30, 2024:
Balance Dec 31, 2023		$	1,020				1,041				3,793				1,019				281				529				7,683
Credit loss (expense) income			215				(215	)			(293	)			1,263				(83	)			916				1,803
Charge-offs			-				-				-				-				(17	)			(1,424	)			(1,441	)
Recoveries			-				-				-				-				-				292				292
Ending balance (September 30, 2024)		$	1,235			$	826			$	3,500			$	2,282			$	181			$	313			$	8,337
Nine Months Ended September 30, 2023:
Beginning balance Dec 31, 2022		$	768				748				3,262				173				277				565				5,793
Additional allowance recognized due to adoption of Topic 326			33				327				(367	)			278				(262	)			209				218
Balance January 1, 2023		$	801			$	1,075			$	2,895			$	451			$	15			$	774			$	6,011
Credit loss (expense) income		$	(31	)			146				527				423				177				1,393				2,635
Charge-offs			-				-				-				-				(52	)			(1,676	)			(1,728	)
Recoveries			-				-				-				-				87				195				282
Ending balance (September 30, 2023)		$	770			$	1,221			$	3,422			$	874			$	227			$	686			$	7,200

During the nine months ended September 30, 2024, the Company recognized $193,000of credit loss income related to unfunded loan commitments.

During the nine months ended September 30, 2023, the Company recognized credit loss expense of $335,000related to unfunded loan commitments.

(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 Bank's Board of Directors. The Company identifies the portfolio segments as follows:

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(3) Loans, Continued.

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. Underwriting 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 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. 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 mitigates these risks through its underwriting standards.

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

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

		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 September 30, 2024:
Residential real estate		$	-			$	-			$	-			$	-			$	75,877			$	-			$	75,877
Multi-family real estate			-				-				-				-				62,280				-				62,280
Commercial real estate			-				-				-				-				477,620				1,418				479,038
Land and construction			-				-				-				-				72,729				-				72,729
Commercial			-				-				-				-				39,798				159				39,957
Consumer			201				66				-				267				47,305				605				48,177
Total		$	201			$	66			$	-			$	267			$	775,609			$	2,182				778,058
At December 31, 2023:
Residential real estate		$	-			$	-			$	-			$	-			$	71,400			$	-			$	71,400
Multi-family real estate			-				-				-				-				67,498				-				67,498
Commercial real estate			-				-				-				-				422,680				-				422,680
Land and construction			-				-				-				-				32,600				-				32,600
Commercial			-				-				-				-				41,870				-				41,870
Consumer			230				208				-				438				42,560				1,025				44,023
Total		$	230			$	208			$	-			$	438			$	678,608			$	1,025			$	680,071

The Company has not made any modifications of loans to borrowers experiencing financial difficulties during the three and nine months ended September 30, 2024 and 2023.

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(3) Loans, Continued.

Term Loans

Amortized Cost Basis by Origination Year

Land and Construction		September 30, 2024			2023			2022			2021			2020			Prior			Revolving Loans (Amortized Cost Basis)			Revolving Loans Converted to Term Loans (Amortized Cost Basis)			Total
Pass		$	1,940				49,593				14,540				2,454				1,456				2,746				-				-				72,729
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				-				-				-
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	1,940			$	49,593			$	14,540			$	2,454			$	1,456			$	2,746			$	-			$	-			$	72,729
Current period Gross write-offs		$	-				-				-				-				-				-				-				-				-
Residential real estate
Pass		$	7,500				21,323				23,364				9,035				4,418				7,705				-				-				73,345
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				1,892				-				-				640				-				-				2,532
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	7,500			$	21,323			$	25,256			$	9,035			$	4,418			$	8,345			$	-			$	-			$	75,877
Current period Gross write-offs		$	-				-				-				-				-				-				-				-				-
Multi-family real estate
Pass		$	-				588				27,938				24,643				5,934				3,177				-				-				62,280
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				-				-				-
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	-			$	588			$	27,938			$	24,643			$	5,934			$	3,177			$	-			$	-			$	62,280
Current period Gross write-offs		$	-				-				-				-				-				-				-				-				-
Commercial real estate (CRE)
Pass		$	78,965				124,673				189,639				49,515				14,512				19,134				-				-				476,438
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				2,600				-				-				2,600
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	78,965			$	124,673			$	189,639			$	49,515			$	14,512			$	21,734			$	-			$	-			$	479,038
Current period Gross write-offs		$	-				-				-				-				-				-				-				-				-
Commercial
Pass		$	13,244				22,892				1,958				1,086				597				21				-				-				39,798
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				159				-				-				-				-				-				-				159
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	13,244			$	23,051			$	1,958			$	1,086			$	597			$	21			$	-			$	-			$	39,957
Current period Gross write-offs		$	-				-				-				-				-				(17	)			-				-				(17	)
Consumer
Pass		$	548				5,579				3,583				1,693				57				8				36,104				-				47,572
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				605				-				605
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	548			$	5,579			$	3,583			$	1,693			$	57			$	8			$	36,709			$	-			$	48,177
Current period Gross write-offs		$	-				(566	)			(650	)			(204	)			-				(4	)			-				-				(1,424	)

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(3) Loans, Continued.

		Term Loans						Revolving Loans Converted
		Amortized Cost Basis by Origination Year			Revolving			to Term
Land and construction		2023			2022			2021			2020			2019			Prior			Loans (Amortized Cost Basis)			Loans (Amortized Cost Basis)			Total
Pass		$	11,869			$	14,933			$	2,689			$	1,488			$	1,621			$	-			$	-			$	-			$	32,600
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				-				-				-
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	11,869			$	14,933			$	2,689			$	1,488			$	1,621			$	-			$	-			$	-			$	32,600
Current period Gross write-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Residential real estate
Pass		$	21,343			$	25,898			$	9,747			$	4,777			$	4,044			$	4,844			$	747			$	-			$	71,400
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				-				-				-
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	21,343			$	25,898			$	9,747			$	4,777			$	4,044			$	4,844			$	747			$	-			$	71,400
Current period Gross write-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Multi-family real estate
Pass		$	1,369			$	29,561			$	27,224			$	6,086			$	2,064			$	1,194			$	-			$	-			$	67,498
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				-				-				-
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	1,369			$	29,561			$	27,224			$	6,086			$	2,064			$	1,194			$	-			$	-			$	67,498
Current period Gross write-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Commercial real estate
Pass		$	123,081			$	204,425			$	52,536			$	15,297			$	12,593			$	13,539			$	-			$	-			$	421,471
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				1,209				-				-				-				1,209
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	123,081			$	204,425			$	52,536			$	15,297			$	13,802			$	13,539			$	-			$	-			$	422,680
Current period Gross write-offs		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-
Commercial business loans
Pass		$	37,854			$	1,935			$	1,403			$	634			$	44			$	-			$	-			$	-			$	41,870
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-												-				-
Substandard			-				-				-				-				-												-				-
Doubtful			-				-				-				-				-												-				-
Loss			-				-				-				-				-												-				-
Subtotal loans		$	37,854			$	1,935			$	1,403			$	634			$	44			$	-			$	-			$	-			$	41,870
Current period Gross write-offs		$	(45	)		$	-			$	-			$	-			$	-			$	(26	)		$	-			$	-			$	(71	)
Consumer
Pass		$	8,657			$	7,033			$	3,627			$	147			$	111			$	-			$	23,423			$	-			$	42,998
OLEM (Other Loans Especially Mentioned)			-				-				-				-				-				-				-				-				-
Substandard			-				-				-				-				-				-				1,025				-				1,025
Doubtful			-				-				-				-				-				-				-				-				-
Loss			-				-				-				-				-				-				-				-				-
Subtotal loans		$	8,657			$	7,033			$	3,627			$	147			$	111			$	-			$	24,448			$	-			$	44,023
Current period Gross write-offs		$	(423	)		$	(1,065	)		$	(880	)		$	(3	)		$	-			$	-			$	-			$	-			$	(2,371	)

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(3) Loans, Continued.

Internally assigned loan grades are defined as follows:

	Pass - a Pass loan's primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified.
	OLEM - an Other Loan Especially Mentioned has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company's credit position at some future date.

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

(4) Earnings Per Share. Basic earnings per share have been computed on the basis of the weighted-average number of shares of common stock outstanding during the periods. During the three and nine months periods ended September 30, 2024 and 2023, Series C convertible Preferred, each share of Series C Convertible Preferred can be converted into one share of common stock at any time at the option of the holder. The conversion feature is considered to be diluted earnings per share (EPS) in accordance with ASC 260. The dilutive effect is calculated using the if-converted method.

		Three Months Ended			Nine Months Ended
		September 30,			September 30,
		2024			2023			2024			2023
(dollars in thousands, except per share amounts)		Earnings			Weighted Average Shares			Amount			Earnings			Weighted Average Shares			Amount			Earnings			Weighted Average Shares			Amount			Earnings			Weighted Average Shares			Amount
Basic EPS:
Net earnings		$	3,302				9,763,319			$	0.34			$	1,269				7,250,218				0.18			$	9,173				9,009,138				1.02			$	3,734				7,234,793			$	0.52
Effect of conversion of series C preferred shares							525,641												-												356,822												-
Diluted EPS:
Net earnings		$	3,302				10,288,960			$	0.32			$	1,269				7,250,218				0.18			$	9,173				9,365,960				0.98			$	3,734				7,234,793			$	0.52

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(5) Stock-Based Compensation

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 currently authorized to issue up to 1,050,000shares of common stock under the 2018 Plan, due to an amendment to increase the number of authorized shares from 500,000to 1,050,000that was approved by shareholders in June 2023. At September 30, 2024, there were 423,659 shares remain available for grant.

During the nine-month period ended September 30, 2024, the Company issued 73,050shares to employees for services performed and recorded compensation expense of $307,000.

During the nine-month period ended September 30, 2024, the Company issued 42,610shares to a director for services performed and recorded compensation expense of $185,000.

During the nine-month period ended September 30, 2023, the Company issued 52,622shares to employees for services performed and recorded compensation expense of $216,000.

During the nine-month period ended September 30, 2023, the Company issued 66,479shares to a director for services performed and recorded compensation expense of $274,000.

(6) Fair Value Measurements.

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

					Fair Value Measurements Using
					Quoted Prices In Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs
		Fair Value			(Level 1)			(Level 2)			(Level 3)
At September 30, 2024:
SBA Pool Securities		$	598			$	-			$	598				-
Collateralized mortgage obligations			117				-				117				-
Taxable municipal securities			12,785				-				12,785				-
Mortgage-backed securities			10,995				-				10,995				-
Total		$	24,495				-			$	24,495				-
At December 31, 2023:
SBA Pool Securities		$	690			$	-			$	690				-
Collateralized mortgage obligations			123				-				123				-
Taxable municipal securities			12,210				-				12,210				-
Mortgage-backed securities			11,332				-				11,332				-
Total		$	24,355				-			$	24,355				-

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(7) 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, 2024			At December 31, 2023
		Carrying Amount			Fair Value			Level			Carrying Amount			Fair Value			Level
Financial assets:
Cash and cash equivalents		$	131,599			$	131,599				1			$	76,663			$	76,663				1
Debt securities available for sale			24,495				24,495				2				24,355				24,355				2
Debt securities held-to-maturity			300				275				2				360				326				2
Loans			768,914				753,026				3				671,094				652,965				3
Federal Home Loan Bank stock			2,454				2,454				3				3,354				3,354				3
Accrued interest receivable			3,147				3,147				3				2,474				2,474				3
Financial liabilities:
Deposit liabilities			806,506				806,919				3				639,581				645,426				3
Federal Home Loan Bank advances			40,000				39,755				3				62,000				61,565				3
Federal Reserve Bank advances			-				-				3				13,600				13,592				3

(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 September 30, 2024 follows (in thousands):

Commitments to extend credit		$	32,675
Unused lines of credit		$	40,270
Standby letters of credit		$	3,403

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(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.

As of September 30, 2024 and December 31, 2023, 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):

		Actual			To Be Well Capitalized Under Prompt Corrective Action Regulations (CBLR Framework)
		Amount			%			Amount			%
As of September 30, 2024:
Tier 1 Capital to Total Assets			96,800				10.38	%			83,905				9.00	%
As of December 31, 2023:
Tier 1 Capital to Total Assets			74,999				10.00	%			67,499				9.00	%

(10) Series B and C Preferred Stock and ATM offering program.

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 Stock 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. As of September 30, 2024 the Series B Preferred Stock is convertible into 11,113,889shares 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 must not result in any holder of the Series B Preferred Stock and any persons with whom the holder may be acting in concert, becoming the beneficial owners of more than9.9% of the outstanding shares of the Company's common stock, unless the issuance, shall have been approved by all banking regulatory authorities whose approval is required for the acquisition of such shares. The number of shares issuable upon conversion is subject to adjustment based on the terms of the Series B Preferred Stock. The Series B Preferred has preferential liquidation rights over common stockholders. The liquidation price is the greater of $25,000per share of Series B Preferred or such amount per share of Series B Preferred that would have been payable had all shares of the Series B Preferred been converted into common stock pursuant to the terms of the Series B Preferred Stock's 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 Preferred Stock are subdivided into three categories. The Company is authorized to issue 760shares of Series B-1; 260 shares of Series B-2; and 500shares of Series B-3. Each category of the Series B preferred stock has substantially the same rights, preferences, powers, restrictions and limitations, except that the initial conversion price of the Series B-1 is $2.50per share; the initial conversion price for Series B-2 is $4.00per share, and the initial conversion price for Series B-3 is $4.50per share. Two Company directors each independently own 380shares of Series B-1, 130 shares of Series B-2, and 250shares of Series B-3.

During the Annual Meeting of Shareholders held on June 27, 2023, the Company's shareholders approved the issuance of up to 11,113,889shares of common stock upon conversion of the Series B preferred stock previously issued by the Company. Any such conversion is also subject to receipt of any required regulatory approvals by appropriate state and federal bank regulatory agencies.

(continued)

OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (Unaudited)

(10) Series B and C Preferred Stock and ATM offering program, Continued.

On March 8, 2024, the Company's board of directors approved the issuance of up to 4,000,000of Series C Preferred Stock. As of September 30, 2024, each share of the Series C Preferred Stock is convertible into oneshare of common stock, at the option of the holder, provided that upon such conversion the holder, together with all affiliates of the holder, will not own or control in the aggregate more than 9.9% of the outstanding shares of the Company's common stock.

During the nine-month period ended September 30, 2024, the company issued 525,641of Series C Preferred Stock to an unrelated party at cash price of $3.90per share, or an aggregate of $2,050,000.

At-the Market (ATM) Offering Program, in August 9, 2024, the Company filed a Form S-3 registration statement with Security and Exchange Commission, allowing for the sale of up to an aggregate of $25 million in shares of common stock through an ATM offering program. Under this program, the company sold 329,529 shares during the quarter ended on September 30, 2024, generating net proceeds of $1,457,000. The ATM Program will allow the Company to issue and sell to the public from time to time, at the Company's discretion, newly issued shares of common stock. The ATM Program is expected to provide the Company with additional financing flexibility and intends to use the net proceeds from the ATM Program to facilitate growth.

(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.

(12) Borrowings.

The maturities and interest rates on the Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") advances were as follows (dollars in thousands)

		Maturity		Interest			September 30,			December 31,
At September 30, 2024:		Year Ending		Rate			2024			2023
FRB		2024			4.89	%		$	-			$	13,600
FHLB		2024			4.96	%			30,000				30,000
FHLB		2024			5.57	%			-				22,000
FHLB		2025			1.01	%			10,000				10,000
								$	40,000			$	75,600

At September 30, 2024, FHLB Advances are structured as advances with potential calls on a quarterly basis.

FHLB advances are collateralized by a blanket lien requiring the Company to maintain certain first mortgage loans as pledged collateral. At September 30, 2024, the Company had remaining credit availability of $185million. At September 30, 2024, the Company had loans pledged with a carrying value of $226million as collateral for FHLB advances.

(continued)

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, 2023, in the Annual Report on Form 10-K.

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, increases in interest rates, 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.

Strategic Plan

Our key strategic initiatives are designed to generate continued growth in earning assets, core transaction and savings deposits, treasury management fee income, and lower costs. Continued emphasis on expansion of our footprint and exploring additional lines of business are also part of our plans.

Presently,we intend to continue to limit our growth in loans and other illiquid assets. Therefore, we do not expect a material increase in our loan balances during the coming quarter. However, we expect to continue focus any loan growth on originating multi-family, non-owner occupied, commercial real estate, and skilled nursing receivable facility loans. As to deposits, we are focused on increasing our on-balance sheet liquidity by identifying deposit growth opportunities among our existing customer base and prospects throughout Florida and the United States. With respect to treasury management, our focus will remain on merchant cash advance providers and the related electronic funds transfer line of business. For this revenue source to increase further in a meaningful way, automation will be necessary in order to further improve efficiency. We are currently investing in the necessary technology to achieve this end.

Going forward, our strategic plan will be to continue to emphasize and build upon initiatives focused on strengthening internal controls, credit oversight and credit administrative processes and procedures. Moreover, management continues to identify loan growth opportunities, subject to the above caveat, that are designed to improve overall profitability without sacrificing credit quality and underwriting standards. This strategic direction is expected to be facilitated by maintaining credit administration objectives including a risk-based and comprehensive credit culture and a credit administrative infrastructure that reinforces appropriate risk management practices.

During the nine-month period ended September 30, 2024, the Bank commenced offering U.S. Small Business Administration ("SBA") SBA 7A loans. SBA 7A loans are generally used to establish a new business or assist in the acquisition, operation, or expansion of an existing business. With SBA loan programs, there are set eligibility requirements and underwriting standards outlined by SBA that can change as the government alters its fiscal policy. These loans are generally secured by accounts receivable, inventory, equipment, and real estate. The Bank hired two full-time SBA staff. At September 30, 2024, SBA 7A loans amounted to $4.7 million. The Bank sells the guaranteed portion of the SBA loans.

Additionally, management has implemented initiatives that have enabled us to grow our loan portfolio primarily with locally generated relationships in the non-owner occupied, multi-family and commercial real estate sectors. However, out-of-area loans and loan pool purchases will be considered as deemed appropriate and subject to proper due diligence to further increase interest income and for portfolio diversification purposes.

(continued)

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

Properties

The Company opened its third branch office in North Miami Beach on July 8, 2024.

Capital Levels

As of September 30, 2024, the Bank is well capitalized under regulatory guidelines.

Refer to Note 9 for the Bank's actual and required minimum capital ratios.

Financial Condition at September 30, 2024 and December 31, 2023

Overview

The Company's total assets increased by approximately $154 million to $945 million at September 30, 2024, from $791 million at December 31, 2023, primarily due to increases in loans, and cash and cash equivalents. The growth in assets was attributable to the success of the Company's efforts to increase loans and deposits from new customers, predominantly in the first quarter. Net loans grew by $98 million to $769 million at September 30, 2024, from $671 million at December 31, 2023. Deposits grew by approximately $167 million to $807 million at September 30, 2024, from $640 million at December 31, 2023. Total stockholders' equity increased by approximately $23 million to $93 million at September 30, 2024, from $70 million at December 31, 2023, primarily due to net earnings and proceeds from common and preferred stock sales, and changes in unrealized losses on debt securities available for sale.

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

		Nine Months Ended			Year Ended
		September 30, 2024			December 31, 2023
Average equity as a percentage of average assets			9.0	%			10.1	%
Equity to total assets at end of period			9.8	%			8.8	%
Return on average assets (1)			1.3	%			1.0	%
Return on average equity (1)			14.9	%			9.6	%
Noninterest expenses to average assets (1)			2.2	%			2.3	%

(1) Annualized for the nine months ended September 30, 2024.

Liquidity and Sources of Funds

The Company's sources of funds include customer deposits, advances from the Federal Home Loan Bank of Atlanta ("FHLB"), principal repayments and sales of debt securities, loan repayments.

Our liquidity is derived primarily from our deposit base, scheduled amortization and prepayments of loans and investment securities, funds provided by operations, and capital. Additionally, as a commercial bank, we are expected to maintain an adequate liquidity position. The liquidity position may consist of cash on hand, cash on demand deposit with correspondent banks, federal funds sold, and unpledged marketable securities such as municipal securities, U.S. agency mortgage-backed securities, and asset-backed securities.

(continued)

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

Off-Balance Sheet Arrangements

Refer to Note 8 in the condensed consolidated financial statements for Off-Balance Sheet Arrangements.

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,
		2024			2023
					Interest			Average						Interest			Average
		Average			and			Yield/			Average			and			Yield/
(dollars in thousands)		Balance			Dividends			Rate(5)			Balance			Dividends			Rate(5)
Interest-earning assets:
Loans		$	770,206			$	13,588				7.06	%		$	544,540			$	7,996				5.87	%
Securities			24,045				163				2.71	%			24,732				167				2.70	%
Other (1)			110,521				1,583				5.73	%			55,140				739				5.36	%
Total interest-earning assets/interest income			904,772				15,334				6.78	%			624,412				8,902				5.70	%
Cash and due from banks			13,500												11,523
Premises and equipment			1,957												1,180
Other			7,025												1,701
Total assets		$	927,254											$	638,816
Interest-bearing liabilities:
Savings, NOW and money-market deposits		$	326,365				2,707				3.32	%		$	179,776				1,102				2.45	%
Time deposits			244,374				3,255				5.33	%			168,428				1,739				4.13	%
Borrowings (2)			40,120				410				4.09	%			18,878				147				3.11	%
Total interest-bearing liabilities/interest expense			610,859				6,372				4.17	%			367,082				2,988				2.06	%
Noninterest-bearing demand deposits			220,564												200,516
Other liabilities			6,217												5,043
Stockholders' equity			89,614												66,175
Total liabilities and stockholders' equity		$	927,254											$	638,816
Net interest income						$	8,962											$	5,914
Interest rate spread (3)											2.61	%											3.64	%
Net interest margin (4)											3.96	%											3.79	%
Ratio of average interest-earning assets to average interest-bearing liabilities			1.48												1.70

(1)	Includes interest-earning deposits with banks and Federal Home Loan Bank stock dividends.
(2)	Includes Federal Home Loan Bank advances and Federal Reserve Bank advances.
(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)

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

		Nine Months Ended September 30,
		2024			2023
					Interest			Average						Interest			Average
		Average			and			Yield/			Average			and			Yield/
(dollars in thousands)		Balance			Dividends			Rate(5)			Balance			Dividends			Rate(5)
Interest-earning assets:
Loans		$	743,537			$	38,372				6.88	%		$	517,513			$	21,837				5.63	%
Securities			23,900				498				2.78	%			25,421				517				3.81	%
Other (1)			121,174				5,116				5.63	%			58,247				2,243				2.06	%
Total interest-earning assets/interest income			888,611				43,986				6.60	%			601,181				24,597				2.90	%
Cash and due from banks			13,844												14,141
Premises and equipment			1,720												1,108
Other			6,523												4,367
Total assets		$	910,698											$	620,797
Interest-bearing liabilities:
Savings, NOW and money-market deposits		$	323,694				7,613				3.14	%		$	143,815				1,768				1.64	%
Time deposits			234,652				9,346				5.31	%			212,114				6,061				3.81	%
Borrowings (2)			49,712				1,574				4.22	%			13,124				203				2.06	%
Total interest-bearing liabilities/interest expense			608,058				18,533				4.06	%			369,053				8,032				2.90	%
Noninterest-bearing demand deposits			214,773												181,890
Other liabilities			5,894												4,850
Stockholders' equity			81,973												65,004
Total liabilities and stockholders' equity		$	910,698											$	620,797
Net interest income						$	25,453											$	16,565
Interest rate spread (3)											2.54	%											2.56	%
Net interest margin (4)											3.82	%											3.67	%
Ratio of average interest-earning assets to average interest-bearing liabilities			1.46												1.63

(1)	Includes interest-earning deposits with banks and Federal Home Loan Bank stock dividends.
(2)	Includes Federal Home Loan Bank advances and Federal Reserve Bank advances.
(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)

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

Comparison of the Three-Month Periods Ended September 30, 2024, and 2023

		Three Months Ended			Increase /
		September 30,			(Decrease)
(dollars in thousands, except per share amounts)		2024			2023			Amount			Percentage
Total interest income		$	15,334			$	8,902			$	6,432				72	%
Total interest expense			6,372				2,988				3,384				113	%
Net interest income			8,962				5,914				3,048				52	%
Credit loss expense			357				1,446				(1,089	)			-75	%
Net interest income after provision for loan losses			8,605				4,468				4,137				93	%
Total noninterest income			1,115				911				204				22	%
Total noninterest expenses			5,285				3,651				1,634				45	%
Net earnings before income taxes			4,435				1,728				2,707				157	%
Income taxes			1,133				459				674				147	%
Net earnings		$	3,302			$	1,269				2,033				160	%
Net earnings per share - Basic and diluted		$	0.34			$	0.18
Net earnings per share - Diluted			0.32				0.18

Net earnings. Net earnings for the three months ended September 30, 2024, were $3.3 million or $.34 per basic share and $.32 per diluted share compared to net earnings of $1.3 million or $.18 per basic and diluted share for the three months ended September 30, 2023. The increase in net earnings during the three months ended September 30, 2024 compared to three months ended September 30, 2023 is primarily attributed to an increase in net interest income and non-interest income, partially offset by the increase in interest expense and non-interest expense.

Interest income. Interest income increased $6.4 million to $15.3 million for the three months ended September 30, 2024 compared to interest income of $8.9 million for the three months ended September 30, 2023 due primarily to growth in the loan portfolio and increases in yields on interest earning assets.

Interest expense. Interest expense increased $3.4 million to $6.4 million for the three months ended September 30, 2024, compared to interest expense of $3.0 million for the three months ended September 30, 2023, primarily due to interest bearing deposit rates and changes in the composition and volume of deposits.

Credit loss expense. Expected credit loss expense was $357,000 for the three months ended September 30, 2024, compared to $1.4 million for the three months ended September 30, 2023. The expected credit loss expense is charged to earnings as losses are expected to have occurred in order to bring the total allowance for credit losses to a level deemed appropriate by management to absorb losses expected. Management's periodic evaluation of the adequacy of the allowance for credit losses 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, 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 credit losses totaled $8.3 million or 1.07% of loans outstanding at September 30, 2024, compared to $7.7 million or 1.13% of loans outstanding at December 31, 2023. The decrease in the credit loss expense during the third quarter of 2024 was primarily due to loan volume growth and the evaluation of the other factors noted above. During the three-months ended September 30, 2024, the net charge offs amounting to $280,000 arose mostly due to consumer lending for the three-month ended September 30, 2024.

Noninterest income. Total noninterest income increased $204,000 to $1.1 million for the three months ended September 30, 2024, from $911,000 for the three months ended September 30, 2023, due to increased wire transfer and ACH fees during Third quarter of 2024.

Noninterest expenses. Total noninterest expenses increased $1.6 million to $5.3 million for the three months ended September 30, 2024, compared to $3.7 million for the three months ended September 30, 2023, primarily due to employee compensation and benefits, data processing, and other operating costs.

(continued)

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

Comparison of the Nine-Month Periods Ended September 30, 2024, and 2023

		Nine Months Ended			Increase /
		September 30,			(Decrease)
(dollars in thousands, except per share amounts)		2024			2023			Amount			Percentage
Total interest income		$	43,986			$	24,597			$	19,389				79	%
Total interest expense			18,533				8,032				10,501				131	%
Net interest income			25,453				16,565				8,888				54	%
Credit loss expense			1,610				2,970				(1,360	)			-46	%
Net interest income after provision for loan losses			23,843				13,595				10,248				75	%
Total noninterest income			3,555				2,412				1,143				47	%
Total noninterest expenses			15,078				10,975				4,103				37	%
Net earnings before income taxes			12,320				5,032				7,288				145	%
Income taxes			3,147				1,298				1,849				142	%
Net earnings		$	9,173			$	3,734				5,439				146	%
Net earnings per share - Basic		$	1.02			$	0.52
Net earnings per share - Diluted			0.98				0.52

Net earnings. Net earnings for the nine months ended September 30, 2024, were $9.2 million or $1.02 per basic share and $.98 per diluted share compared to net earnings of $3.7 million or $.52 per basic and diluted share for the nine months ended September 30, 2023. The increase in net earnings during the nine months ended September 30, 2024 compared to nine months ended September 30, 2023 is primarily attributed to an increase in net interest income and non-interest income, partially offset by the increase in interest expense and non-interest expense.

Interest income. Interest income increased $19.4 million to $44 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 due primarily to growth in the loan portfolio and increases in yields on interest earning assets.

Interest expense. Interest expense increased $10.5 million to $18.5 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to an increase in deposit rates and changes in the composition of deposits and increase in the average balances.

Credit loss expense. Expected credit loss expense decreased $1.4 million to $1.6 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, respectively. The expected credit loss expense is charged to earnings as losses are expected to have occurred in order to bring the total allowance for credit losses to a level deemed appropriate by management to absorb losses expected. Management's periodic evaluation of the adequacy of the allowance for credit losses is based upon historical experience, the volume and type of lending conducted by the Company, adverse situations that may affect the borrower's ability to repay, estimated value of the underlying collateral, 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 credit losses totaled $8.3 million or 1.07% of loans outstanding at September 30, 2024, compared to $7.7 million or 1.13% of loans outstanding at December 31, 2023. The decrease in the credit loss expense during the third quarter of 2024 was primarily due to loan volume growth and the evaluation of the other factors noted above. During the nine-months ended September 30, 2024, the net charge off amounting to $1.1 million resulted from consumer lending.

Noninterest income. Total noninterest income increased to $3.6 million for the nine months ended September 30, 2024, from $2.4 million for the nine months ended September 30, 2023, due to increased wire transfer and ACH fees.

Noninterest expenses. Total noninterest expenses increased $4.1 million to $15.1 million for the nine months ended September 30, 2024, compared to $11.0 million for the nine months ended September 30, 2023, primarily due to employee compensation and benefits, and data processing.

(continued)

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable.

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 significant changes in the Company's internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any material legal proceedings.

Item 1A. Risk Factors.

Not applicable.

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

During the third quarter of 2024, the Company sold no unregistered shares of its equity securities.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

The disclosure contained under Part II, Item 2 is incorporated herein by reference.

Item 6. Exhibits

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

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: November 8, 2024	By:	/s/ Timothy Terry
		Timothy Terry
		Principal Executive Officer
	By:	/s/ Joel Klein
		Joel Klein
		Principal Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
3.1		Articles of Incorporation (incorporated by reference from Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 11, 2004)
3.2		Article of Amendment to Articles of Incorporation, dated March 8, 2024 (incorporated by reference from Current Report on Form 8-K filed with the SEC on March 28, 2024)
3.3		Articles of Amendment to the Articles of Incorporation dated January 7, 2009 (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 8, 2024)
3.4		Articles of Amendment to the Articles of Incorporation dated April 13, 2016 (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 8, 2024)
3.5		Articles of Amendment to the Articles of Incorporation dated December 28, 2022 (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 8, 2024)
3.6		Articles of Amendment to the Articles of Incorporation dated October 30, 2023 (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 8, 2024)
4.1		Bylaws (incorporated by reference from Current Report on Form 8-K filed with the SEC on May 11, 2004)
4.2		Description of Securities (incorporated by reference from Annual Report on Form 10-K filed with the SEC on March 8, 2024)
4.3		Form of stock certificate (incorporated by reference from Quarterly Report on Form 10-QSB filed with the SEC on August 12, 2004)
31.1		Certification of Principal Executive 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
32.1		Certification of Principal Executive Officer
32.2		Certification of Principal Financial Officer
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)