Broadway Financial Corporation Announces Terms of Reverse Stock SplitBusiness Wire Oct 31, 2023 18:03
LOS ANGELES--(BUSINESS WIRE)--Broadway Financial Corporation (“Broadway,” “we,” or the “Company”) (Nasdaq Capital Market: BYFC), parent company of City First Bank, National Association, announced today the terms of the Company’s previously disclosed reverse stock split (the “Reverse Split”).
Authorization for the Reverse Split was approved by stockholders at Broadway’s Annual Meeting on June 21, 2023. On September 20, 2023, the Board of Directors selected a Reverse Split ratio of 1-for-8 shares (the “Split Ratio”) pursuant to the authorization approved by stockholders. The Reverse Split will be effective at 12:01 a.m. Eastern Time on November 1, 2023 for all outstanding shares of Broadway’s three classes of common stock: Class A common stock, Class B common stock, and Class C common stock. The Company’s Class A common stock will continue to trade under the symbol “BYFC” and is expected to begin trading on the Nasdaq Capital Market on a split-adjusted basis on November 1, 2023.
The Class B common stock and Class C common stock are not registered for trading and will not be registered after the effective time for the Reverse Split. The new shares of Class B and Class C common stock will be issued with the same restrictive legends that existed on the old shares of Class B and Class C common stock, and will remain nonvoting shares.
As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding common stock will be automatically reclassified into one new share of common stock, which will remain fully paid and non-assessable. The Reverse Split will not modify any rights or preferences of any of Broadway’s common stock, and will be applied uniformly and equally to stockholders, such that the percentage ownership interests in the Company’s equity will not change, except to the extent that the Reverse Split results in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Split, and in lieu thereof, stockholders who would otherwise be entitled to a fractional share will receive a proportional cash payment based on the closing trading price per share of the Class A common stock on the Nasdaq Capital Market on October 31, 2023, the trading day immediately preceding the effective time of the Reverse Split, as adjusted for the Split Ratio.
The Reverse Split will not change the number of authorized shares of each class of common stock, or the par value of the common stock. The Company’s outstanding Non-Cumulative Redeemable Perpetual Preferred stock, Series C, will not be adjusted for the Reverse Split. The Company will proportionally adjust the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as well as the number of shares issued and issuable under Broadway’s equity incentive plan.
The Reverse Split is intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. Broadway received a written notice from Nasdaq of its failure to comply on September 25, 2023.
Following the effectiveness of the Reverse Split the new CUSIP number for the Class A common stock will be 111444709, the new CUSIP number for the Class B common stock will be 111444808, and the new CUSIP number for the Class C common stock will be 111444881. Immediately following the Reverse Split there will be approximately 9,019,187 shares of common stock outstanding, comprised of 5,921,046 shares of Class A common stock, 1,425,577 shares of Class B common stock and 1,672,564 shares of Class C common stock.
Broadway has appointed its transfer agent, Computershare Inc., to act as exchange agent for the Reverse Split. Stockholders owning pre-split shares via a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split and will not be required to take further action in connection with the Reverse Split, subject to the nominees' particular procedures and policies. Similarly, registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are also not required to take further action in connection with the Reverse Split. Holders of certificated shares will be contacted by the Company or its exchange agent with further details about how to surrender old certificates in exchange for new shares.
Additional information about the Reverse Split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on May 1, 2023 and the Company’s Form 8-K filed with the SEC on September 29, 2023, both of which are available free of charge at the SEC's website, www.sec.gov, and on the Company's website at http://www.cityfirstbank.com/.
About Broadway Financial Corporation
Broadway Financial Corporation conducts its operations through its wholly-owned banking subsidiary, City First Bank, National Association, which is a leading community-oriented bank in Southern California and in the Washington, D.C. market serving low-to-moderate income communities. We offer a variety of residential and commercial real estate loan products for consumers, businesses, and non-profit organizations, other loan products, and a variety of deposit products, including checking, savings, and money market accounts, certificates of deposits, and retirement accounts.
Stockholders, analysts, and others seeking information about the Company are invited to write to: Broadway Financial Corporation, Investor Relations, 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA 90010 or contact Investor Relations at the phone number or email address below.
Cautionary Statement Regarding Forward-Looking Information
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding timing of implementation of the Reverse Split and the Split Ratio, our intentions and the expected benefits associated therewith, are forward-looking statements. Forward-looking statements typically include the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “poised,” “optimistic,” “prospects,” “ability,” “looking,” “forward,” “invest,” “grow,” “improve,” “deliver” and similar expressions, but the absence of such words or expressions does not mean a statement is not forward-looking. These forward-looking statements are subject to risks and uncertainties, including those identified below, which could cause actual future results to differ materially from historical results or from those anticipated or implied by such statements. Readers should not place undue reliance on these forward-looking statements, which speak only as of their dates or, if no date is provided, then as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law. The following factors, among others, could cause future results to differ materially from historical results or from those indicated by forward-looking statements included in this press release: (1) the level of demand for mortgage and commercial loans, which is affected by such external factors as general economic conditions, market interest rate levels, tax laws, and the demographics of our lending markets; (2) the direction and magnitude of changes in interest rates and the relationship between market interest rates and the yield on our interest-earning assets and the cost of our interest-bearing liabilities; (3) the rate and amount of loan losses incurred and projected to be incurred by us, increases in the amounts of our nonperforming assets, the level of our loss reserves and management’s judgments regarding the collectability of loans; (4) changes in the regulation of lending and deposit operations or other regulatory actions, whether industry-wide or focused on our operations, including increases in capital requirements or directives to increase loan loss allowances or make other changes in our business operations; (5) legislative or regulatory changes, including those that may be implemented by the current administration in Washington, D.C. and the Federal Reserve Board; (6) possible adverse rulings, judgments, settlements and other outcomes of litigation; (7) actions undertaken by both current and potential new competitors; (8) the possibility of adverse trends in property values or economic trends in the residential and commercial real estate markets in which we compete; (9) the effect of changes in economic conditions; (10) the effect of geopolitical uncertainties; (11) the discontinuation of LIBOR as an interest rate benchmark; (12) the impact of COVID-19 or other health crises on our future financial condition and operations; (13) the impact of recent volatility in the banking sector due to the failure of certain banks due to high levels of exposure to liquidity risk, interest rate risk, uninsured deposits and cryptocurrency risk; and (14) other risks and uncertainties. All such factors are difficult to predict and are beyond our control. Additional factors that could cause results to differ materially from those described above can be found in our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K or other filings made with the SEC and are available on our website at http://www.cityfirstbank.com/ and on the SEC’s website at http://www.sec.gov.
Forward-looking statements in this press release speak only as of the date they are made, and we undertake no obligation, and do not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except to the extent required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Brenda J. Battey, Chief Financial Officer, (323) 556-3264