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Acquisition of CFBanc Corporation | 3 Months Ended
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Mar. 31, 2021
Acquisition of CFBanc Corporation [Abstract] |
Acquisition of CFBanc Corporation | NOTE (2) – Acquisition of CFBanc Corporation Broadway Financial Corporation (the “Company”) completed its merger with CFBanc Corporation on April 1, 2021, with Broadway Financial Corporation continuing as the surviving entity (the “CFBanc Merger”). Immediately following this merger, Broadway Federal Bank, f.s.b. merged with and into City First Bank of D.C, National Association with City First Bank of D.C., National Association continuing as the surviving entity (which concurrently changed its name to City First Bank, National Association). The results for the first quarter of 2021 and 2020 include the results of Broadway Financial Corporation and its subsidiary, Broadway Federal Bank, f.s.b., (the “Bank”) on a standalone basis, and do not include any results of CFBanc Corporation and its subsidiaries. The unaudited pro forma information in the following table is intended for informational purposes only and is not necessarily indicative of future operating results or operating results that would have occurred had the mergers been completed at the beginning of each respective year. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, expense efficiencies or asset dispositions.
|  | Three Months Ended March 31, 2021 |  |  | Twelve Months Ended December 31, 2020 |
|  | (Dollars in thousands, except per share) (Unaudited) |
Net interest income |  | $ | 5,633 |  |  | $ | 23,781 |
Net income |  | $ | (3,873 | ) |  | $ | 1,571 |
Basic earnings per share |  | $ | (0.07 | ) |  | $ | 0.03 |
Diluted earnings per share |  | $ | (0.07 | ) |  | $ | 0.03 |
On April 1, 2021, (1) each share of CFBanc Corporation’s Class A Common Stock, par value $0.50 per share, and Class B Common Stock, par value $0.50 per share, issued and outstanding immediately prior to the CFBanc Merger was converted into 13.626 validly issued, fully paid and nonassessable shares, respectively, of the voting common stock of the Company, par value $0.01 per share, which were renamed Class A Common Stock, and a new class of non-voting common stock of the Company, par value $0.01 per share, which was named Class B Common Stock, and (2) each share of Fixed Rate Cumulative Redeemable Perpetual Preferred Stock, Series B, par value $0.50 per share, of CFBanc Corporation (“CFBanc Corporation Preferred Stock”) issued and outstanding immediately prior to the effective time of the CFBanc Merger was converted into one validly issued, fully paid and non-assessable share of a new series of preferred stock of the Company, which was designated as the Company’s Fixed Rate Cumulative Redeemable Perpetual Preferred Stock, Series A, with such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, which taken as a whole, are not materially less favorable to the holders of CFBanc Corporation Preferred Stock than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof of CFBanc Corporation Preferred Stock. On April 6, 2021, the Company completed the sale of 18,474,000 shares of Broadway common stock in private placements to institutional and accredited investors at a purchase price of $1.78 per share for an aggregate purchase price of $32.9 million. The following table shows the common stock issued on April 1, 2021 as a result of the merger and on April 6, 2021 as a result of the private placements by class:
|  | Common Shares Outstanding |  |  |  |
|  | Voting Class A |  |  | Nonvoting Class B |  |  | Nonvoting Class C |  |  | Total Shares |
Shares outstanding March 31, 2021: |  |  | 19,142,498 |  |  |  | - |  |  |  | 8,756,396 |  |  |  | 27,898,894 |
Shares issued in merger |  |  | 13,999,870 |  |  |  | 11,404,621 |  |  |  | - |  |  |  | 25,404,491 |
Shares exchanged post-merger |  |  | (681,300 | ) |  |  | - |  |  |  | 681,300 |  |  |  | - |
Shares cancelled |  |  | (52,105 | ) |  |  | - |  |  |  | - |  |  |  | (52,105 | )
Shares issued in private placements |  |  | 11,221,921 |  |  |  | - |  |  |  | 7,252,079 |  |  |  | 18,474,000 |
Shares outstanding April 6, 2021: |  |  | 43,630,884 |  |  |  | 11,404,621 |  |  |  | 16,689,775 |  |  |  | 71,725,280 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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