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, 2021 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.

Capital Levels

As of September 30, 2022, the Bank is well capitalized under regulatory guidelines.

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



                                                                     (continued)

19





                   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, 2022 and December 31, 2021

Overview



The Company's total assets increased by approximately $192.9 million to $544.8
million at September 30, 2022, from $351.9 million at December 31, 2021,
primarily due to increases in commercial real estate 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. Net loans
grew by $184.5 million. Deposits grew by approximately $129.7 million to $422.2
million at September 30, 2022, from $292.5 million at December 31, 2021. The
Company increased the Federal Home Loan Bank advances by $50 million to $68
million at September 30, 2022. Total stockholders' equity increased by
approximately $12.7 million to $51.2 million at September 30, 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 approximately $5.2 million for the nine months ended September 30, 2022.

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

                                                    Nine Months Ended           Year Ended
                                                    September 30, 2022       December 31, 2021
Average equity as a percentage of average assets                   10.5 %                   9.4 %

Equity to total assets at end of period                             9.4 %                  11.0 %

Return on average assets (1)                                        0.8 %                   2.2 %

Return on average equity (1)                                        7.3 %                  23.3 %

Noninterest expenses to average assets (1)                          2.3 %                   2.4 %



(1) Annualized for the nine months ended September 30, 2022.

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, the use of Federal Funds markets, net earnings, 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 Company has priced its deposit rates competitively. The Company will adjust rates on its deposits to attract or retain deposits as needed.

The Company increased deposits by approximately $129.7 million during the nine-month period ending September 30, 2022. The proceeds were used to originate new loans.



In addition to obtaining funds from depositors, the Company may borrow funds
from other financial institutions. At September 30, 2022, the Company had
outstanding borrowings of $68 million, against its $116.1 million in established
borrowing capacity with the FHLB. The Company's borrowing facility is subject to
collateral and stock ownership requirements, as well as prior FHLB consent to
each advance. At September 30, 2022, the Company also had available lines of
credit amounting to $24.5 million with six correspondent banks to purchase
federal funds. Disbursements on the lines of credit are subject to the approval
of the correspondent banks. We measure and monitor our liquidity daily and
believe our liquidity sources are adequate to meet our operating needs.

Off-Balance Sheet Arrangements

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



                                                                     (continued)

20





                   OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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



Results of Operations

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

                                                           Three Months Ended September 30,
                                                    2022                                       2021
                                                  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                              $ 398,914     $    5,000          5.01 %   $ 203,983     $    2,795          5.48 %
Securities                            27,862            153          2.20 %      34,044            150          1.76 %
Other (1)                             60,600            341          2.25 %      48,596             28          0.23 %

Total interest-earning
assets/interest income               487,376          5,494          4.51 %     286,623          2,973          4.15 %

Cash and due from banks               15,944                                     12,080
Premises and equipment                   860                                      1,402
Other                                  4,434                                      1,626

Total assets                       $ 508,614                                  $ 301,731

Interest-bearing liabilities:
Savings, NOW and money-market
deposits                           $ 147,259            138          0.37 %   $ 128,844            124          0.38 %
Time deposits                         97,638            665          2.72 %      15,429             22          0.57 %
Borrowings (2)                        71,804            386          2.15 %      18,387             62          1.35 %

Total interest-bearing

liabilities/interest expense         316,701          1,189          1.50 %

    162,660            208          0.51 %

Noninterest-bearing demand
deposits                             140,282                                    105,843
Other liabilities                      2,989                                      1,744
Stockholders' equity                  48,642                                     31,484

Total liabilities and
stockholders' equity               $ 508,614                                  $ 301,731

Net interest income                              $    4,305                                 $    2,765

Interest rate spread (3)                                             3.01 %                                     3.64 %

Net interest margin (4)                                              3.53 %                                     3.86 %

Ratio of average
interest-earning assets to
average interest-bearing
liabilities                             1.54                                       1.76


(1) Includes interest-earning deposits with banks and Federal Home Loan Bank

stock dividends. (2) Includes Federal Home Loan Bank advances and other borrowings. (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)

21





                   OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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

                                                            Nine Months Ended September 30,
                                                    2022                                       2021
                                                  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                              $ 320,276     $   12,027          5.01 %   $ 183,068          6,820          4.97 %
Securities                            30,638            475          2.07 %      28,024            327          1.56 %
Other (1)                             58,822            480          1.09 %      38,457             81          0.28 %

Total interest-earning
assets/interest income               409,736         12,982          4.22 %     249,549          7,228          3.86 %

Cash and due from banks               15,499                                     21,338
Premises and equipment                   861                                      1,344
Other                                  4,711                                      1,940

Total assets                       $ 430,807                                  $ 274,171

Interest-bearing liabilities:
Savings, NOW and money-market
deposits                           $ 161,405            424          0.35 %   $ 121,077            380          0.42 %
Time deposits                         41,944            724          2.30 %      18,170            100          0.73 %
Borrowings (2)                        38,151            549          1.92 %      21,023            241          1.53 %

Total interest-bearing

liabilities/interest expense         241,500          1,697          0.94 %

    160,270            721          0.60 %

Noninterest-bearing demand
deposits                             141,379                                     88,387
Other liabilities                      2,727                                      1,642
Stockholders' equity                  45,201                                     23,872

Total liabilities and
stockholders' equity               $ 430,807                                  $ 274,171

Net interest income                              $   11,285                                      6,507

Interest rate spread (3)                                             3.29 %                                     3.26 %

Net interest margin (4)                                              3.67 %                                     3.48 %

Ratio of average
interest-earning assets to
average interest-bearing
liabilities                             1.70                                       1.56


(1) Includes interest-earning deposits with banks and Federal Home Loan Bank

stock dividends. (2) Includes Federal Home Loan Bank advances and other borrowings. (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.



22





                   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, 2022 and 2021



                                       Three Months Ended                  Increase /
                                          September 30,                    (Decrease)
(dollars in thousands)                2022             2021          Amount        Percentage
Total interest income              $     5,494      $    2,973     $    2,521               85 %
Total interest expense                   1,189             208            981              472 %
Net interest income                      4,305           2,765          1,540               56 %
Provision for loan losses                1,374             582            792              136 %
Net interest income after
provision for loan losses                2,931           2,183            748               34 %
Total noninterest income                   692             423            269               64 %
Total noninterest expenses               2,720           1,689          1,031               61 %
Net earnings before income taxes           903             917            (14 )             -2 %
Income taxes                               230               -            230                -
Net earnings                       $       673      $      917           (244 )            -27 %
Net earnings per share - Basic
and diluted                        $      0.11      $     0.21



Net earnings. Net earnings for the three months ended September 30, 2022, were
$673,000 or $0.11 per basic and diluted share compared to net earnings of
$917,000 or $0.21 per basic and diluted share for the three months ended
September 30, 2021. The decrease in net earnings during the three months ended
September 30, 2022, compared to three months ended September 30, 2021 is
primarily attributed to increases in the, provision for loan losses, income
taxes, and noninterest expenses, which were partially offset by an increase in
net interest income.

Interest Income. Interest income increased $2.5 million for the three months
ended September 30, 2022 compared to the nine months ended September 30, 2021
due primarily to growth in the loan portfolio.

Interest Expense. Interest expense increased $981,000 to $1,189,000 for the three months ended September 30, 2022 compared to the prior period, primarily due to increases in Federal Home Loan Bank advances and, interest bearing deposit rates and changes in the composition of deposits.


Provision for Loan Losses. Provision for loan losses was $1,374,000 for the
three months ended September 30, 2022 compared to a $582,000 credit for loan
losses for the three months ended September 30, 2021. The provision for loan
losses is charged to 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, 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 $5.2 million or 1.19% of loans outstanding at September 30,
2022, compared to $3.1 million or 1.22% of loans outstanding at December 31,
2021. The increase in the provision for loan losses during the third quarter of
2022 was primarily due to loan volume growth and the evaluation of the other
factors noted above.

Noninterest Income. Total noninterest income increased to $692,000 for the three
months ended September 30, 2022, from $423,000 for the three months ended
September 30, 2021, due to increased wire transfer and ACH fees during the three
month period ended September 30, 2022.

Noninterest Expenses. Total noninterest expenses increased to $2,720,000 for the
three months ended September 30, 2022 compared to $1,689,000 for the three
months ended September 30, 2021 primarily due to an increase in salaries and
employee benefits and data processing and other operating cost.

23





                   OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

Comparison of the Nine-Month Periods Ended September 30, 2022 and 2021



                                       Nine Months Ended                  Increase /
                                         September 30,                    (Decrease)
(dollars in thousands)                2022            2021          Amount        Percentage
Total interest income              $    12,982     $    7,228     $    5,754               80 %
Total interest expense                   1,697            721            976              135 %
Net interest income                     11,285          6,507          4,778               73 %
Provision for loan losses                2,757            955          1,802              189 %
Net interest income after
provision for loan losses                8,528          5,552          2,976               54 %
Total noninterest income                 2,106            902          1,204              133 %
Total noninterest expenses               7,320          4,745          2,575               54 %
Net earnings before income taxes         3,314          1,709          1,605               94 %
Income taxes                               841              -            841                -
Net earnings                       $     2,473     $    1,709            764               45 %
Net earnings per share - Basic
and diluted                        $      0.44     $     0.47



Net earnings. Net earnings for the nine months ended September 30, 2022, were
$2,473,000 or $0.44 per basic and diluted share compared to a net earnings of
$1,709,000 or $0.47 per basic and diluted share for the nine months ended
September 30, 2021. The increase in net earnings during the nine months ended
September 30, 2022, compared to nine months ended September 30, 2021 is
primarily attributed to increases in noninterest income and net interest income,
which were partially offset by the increase in noninterest expense.

Interest Income. Interest income increased $5,754,000 for the nine months ended
September 30, 2022, compared to the nine months ended September 30, 2021 due
primarily to growth in the loan portfolio and increases in interest rates on the
Company's loans.

Interest Expense. Interest expense increased $976,000 to $1,697,000 for the nine
months ended September 30, 2022, compared to the prior period primarily due to
an increase in Federal Home loan Bank advances and interest bearing deposit
rates.

Provision for Loan Losses. Provision for loan losses amounted to $2,757,000 for
the nine months ended September 30, 2022, compared to $955,000 for the nine
months ended September 30, 2021. The provision for loan losses is charged to
earningsas 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, 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 $5.2 million or 1.19% of loans outstanding at September 30,
2022, compared to $3.1 million or 1.22% of loans outstanding at December 31,
2021. The increase in the provision for loan losses during nine months ended
September 30, 2022 was primarily due to loan volume growth and the evaluation of
the other factors noted above.

Noninterest Income. Total noninterest income increased to $2,106,000 for the
nine months ended September 30, 2022, from $902,000 for the nine months ended
September 30, 2021 due to increased wire transfer and ACH fees.

Noninterest Expenses. Total noninterest expenses increased to $7,320,000 for the
nine months ended September 30, 2022, compared to $4,745,000 for the nine months
ended September 30, 2021 primarily due to increases in salaries and employee
benefits, data processing, and other operating cost.

24





                   OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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