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CLOSED · 03:10 ET
Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BYFC

BROADWAY FINANCIAL CORP DE
NASDAQ · FINANCIALS · SAVINGS INSTITUTION, FEDERALLY CHARTERED
11.26
−0.06 −0.53%
USD · close Oct 23

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How BYFC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
80%
of sentences unchanged
Added
17
new sentences
Dropped
17
sentences removed
Length
+196
words, now 5,304

New in FY2025

  • The disclosures below reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.
  • References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors, events, or contingencies have occurred in the past or their likelihood of occurring in the future.
  • These risk factors and other forward-looking statements that relate to future events, expectations, trends and operating periods involve certain factors that are subject to change, and important risks and uncertainties that could cause actual results or outcomes to differ materially.
  • Moreover, the Bank operates as a Community Development Financial Institution (CDFI) and as a result, we face a complex and evolving regulatory and political landscape, and changes in laws, regulations, initiatives, or regulatory policies could adversely affect our business, financial condition, and results of operations.
  • As disclosed in the Company’s Form 8-K filed on October 15, 2025, the Company’s management, with oversight of the Audit Committee of the Board of Directors (the “Audit Committee”) of Broadway Financial Corporation, the holding company of City First Bank, National Association, concluded that the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2024 and 2023, and the unaudited interim consolidated financial statements for the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and March 31, 2025 (collectively, the “Affected Financials”), each as previously filed with the Securities and Exchange Commission (“SEC”), should no longer be relied upon because of an error related to certain loan participation agreements and should therefore be restated.
  • In addition, as a result of the foregoing determination, related press releases, stockholder communications, investor presentations and other communications describing relevant portions of the Affected Financials should no longer be relied upon.
  • In connection with the Affected Financials, the Company’s management identified material weaknesses in the Company’s internal control over financial reporting as of the dates the Affected Financials were originally filed.
  • For example, on August 21, 2025, we received a Staff Delisting Determination letter (the “Staff Determination”) from Nasdaq that it had initiated the delisting process with respect to the Company’s securities.
  • Following the filing of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 and September 30, 2025, we received a letter from Nasdaq on February 17, 2026, stating that the Company had regained compliance with Nasdaq continued listing requirements and the matter was closed.
  • The trading price of our common stock has historically and will likely in the future fluctuate significantly as a result of a number of factors, including the following: ● actual or anticipated changes in our operating results and financial condition; ● actions by our stockholders, including sales of common stock by substantial stockholders and/or directors and executive officers, or perceptions that such actions may occur; ● the limited number of shares of our common stock that are held by the general public, commonly called the “public float,” and our small market capitalization; ● failure to meet stockholder or market expectations regarding loan and deposit volume, revenue, asset quality or earnings; ● failure to meet Nasdaq listing requirements, including failure to satisfy the $1.00 minimum closing bid price or timely financial reporting requirements; ● speculation in the press or the investment community relating to the Company or the financial services industry generally; ● fluctuations in the stock price and operating results of our competitors; ● proposed or adopted regulatory changes or developments; ● investigations, proceedings, or litigation that involve or affect us; ● the performance of the national, California and Washington, D.C. economies and the real estate markets in Southern California and Washington, D.C.; ● general market conditions and, in particular, developments related to market conditions for the financial services industry; ● additions or departures of key personnel; ● changes in financial estimates or publication of research reports and recommendations by financial analysts with respect to our common stock or those of other financial institutions; ● actions taken by bank regulatory authorities, including required additions to our loan loss reserves or the issuance of cease and desist orders, based on adverse evaluations of our loans and other assets, operating results, or management practices and procedures or other aspects of our business; and ● the loss of our CDFI certification could potentially limit our grant income awards.
  • If we were to lose CDFI certification at the Bank level or fail to obtain CDFI certification at the holding company level, our ability to obtain certain grants and awards received in the past may be adversely affected.
  • The Bank is currently certified as a CDFI by the United States Department of the Treasury and is undergoing its periodic recertification, and CDFI certification reinforces the Bank’s primary purpose of serving low income and underserved communities and enhances eligibility for certain grants and awards.
  • The Bank has received over $6.3 million in grants and awards from the CDFI Fund over the last five years, which has been reinvested in the communities we serve; however, the Bank’s mission driven banking model is not dependent on such grant funding.
  • The Company’s application for CDFI certification is pending, and there can be no assurance that such certification will be approved in a timely manner, if at all.
  • As a holding company, the Company’s operations are conducted solely through the Bank, and holding company certification is related to corporate level requirements rather than separate operating activities.
  • A loss of CDFI certification at the Bank level, a failure of the Bank to successfully recertify, or a failure of the Company to obtain CDFI certification could have a material adverse effect on our financial condition, results of operations, or business, including potential noncompliance with a shareholder agreement that requires holding company CDFI certification, loss of associated equity capital, default under one or more historical grant or award agreements, adverse impacts to certain depositor or strategic relationships, and the reduction, termination, or clawback of related grant or award funding.
  • However, there can be no assurance that these measures will be sufficient in safeguarding against any such threats.

Gone since FY2024

  • Moreover, some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.
  • These risk factors and other forward-looking statements that relate to future events, expectations, trends and operating periods involve certain factors that are subject to change, and important risks and uncertainties that could cause actual results to differ materially.
  • Moreover, as a community bank operating as a Community Development Financial Institution (CDFI), we face a complex and evolving regulatory and political landscape, and changes in laws, regulations, initiatives, or regulatory policies could adversely affect our business, financial condition, and results of operations.
  • As disclosed in Part I, Item 4 “Controls and Procedures,” of our Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2023, we determined that there were material weaknesses in our internal control over financial reporting.
  • We have determined that the material weaknesses were remediated and that our internal control over financial reporting was effective as of December 31, 2024.
  • For example, on May 14, 2024, we received a Staff Delisting Determination letter (the “Staff Determination”) from Nasdaq that it had initiated the delisting process with respect to the Company’s securities.
  • Following the filing of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 and Annual Report on From 10-K for the year ended December 31, 2023, we received a letter from Nasdaq on May 20, 2024, stating that the Company had regained compliance with Nasdaq continued listing requirements and the matter was closed.
  • The trading price of our common stock has historically and will likely in the future fluctuate significantly as a result of a number of factors, including the following: ● actual or anticipated changes in our operating results and financial condition; ● actions by our stockholders, including sales of common stock by substantial stockholders and/or directors and executive officers, or perceptions that such actions may occur; ● the limited number of shares of our common stock that are held by the general public, commonly called the “public float,” and our small market capitalization; ● failure to meet stockholder or market expectations regarding loan and deposit volume, revenue, asset quality or earnings; ● failure to meet Nasdaq listing requirements, including failure to satisfy the $1.00 minimum closing bid price requirement; ● speculation in the press or the investment community relating to the Company or the financial services industry generally; ● fluctuations in the stock price and operating results of our competitors; ● proposed or adopted regulatory changes or developments; ● investigations, proceedings, or litigation that involve or affect us; ● the performance of the national, California and Washington, D.C. economies and the real estate markets in Southern California and Washington, D.C.; ● general market conditions and, in particular, developments related to market conditions for the financial services industry; ● additions or departures of key personnel; ● changes in financial estimates or publication of research reports and recommendations by financial analysts with respect to our common stock or those of other financial institutions; and ● actions taken by bank regulatory authorities, including required additions to our loan loss reserves or the issuance of cease and desist orders, based on adverse evaluations of our loans and other assets, operating results, or management practices and procedures or other aspects of our business.
  • If we were to lose our status as a CDFI, our ability to obtain grants and awards as a CDFI similar to those received in the past may be lost.
  • The Bank and the Company are certified as CDFIs by the United States Department of the Treasury.
  • CDFI status increases a financial institution’s potential for receiving grants and awards that, in turn, enable the financial institution to increase the level of community development financial services that it provides to communities.
  • Broadway Federal Bank received over $3 million in Bank Enterprise Awards from the CDFI Fund over the last ten years.
  • We reinvest the proceeds from CDFI-related grants and awards back into the communities we serve.
  • While we believe we will be able to meet the certification criteria required to continue our CDFI status, there is no certainty that we will be able to do so.
  • If we do not meet one or more of the criteria, the CDFI Fund, in its sole discretion, may provide an opportunity for us to cure deficiencies prior to issuing a notice of termination of certification.
  • A loss of CDFI status, and the resulting inability to obtain certain grants and awards received in the past, could have an adverse effect on our financial condition, results of operations or business.
  • However, there can be no certainty that these measures will be sufficient in safeguarding against any such threats.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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