SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Broadway Financial Corporation

(Name of Issuer)

Common Stock, par value

$0.01 per share

(Title of Class of Securities)

111444-10-5

(CUSIP Number)

Steven A. Sugarman

16845 Von Karman Avenue

Suite #200

Irvine, CA 92606

Copies to:

Gary J. Simon

Hughes Hubbard & Reed, LLP

One Battery Park Plaza

New York, New York 10004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 10, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 111444-10-5 13D Page 2 of 6

1	NAMES OF REPORTING PERSONS Steven A. Sugarman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1541
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1541
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%2
14	TYPE OF REPORTING PERSON (See Instructions) IN

¹  As of the date hereof, Mr. Sugarman directly owns no shares of common stock, par value $0.01 per share (“Shares”), of the Registrant. However, as a result of wholly-owning Sugarman Enterprises, Inc. (“Enterprises”), which controls TCC Manager, LLC (“Manager”), which controls The Capital Corps, LLC (“Capital”), which wholly owns Commerce Home Mortgage (“Commerce”), Mr. Sugarman may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 (“Rule 13d-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Sugarman has an indirect interest in a portion of the same 1,846,154 Shares already reported above by virtue of an indirect ownership in Capital. Pursuant to Rule 13d-4 (“Rule 13d-4”) under the Exchange Act, Mr. Sugarman disclaims all such beneficial ownership except to the extent of his pecuniary interest therein.

²  Calculation of percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Registrant’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 13, 2019 (the “Form 10-Q”), which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Mr. Sugarman.

CUSIP No. 111444-10-5 13D Page 3 of 6

1	NAMES OF REPORTING PERSONS Sugarman Enterprises, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1543
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1543
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%4
14	TYPE OF REPORTING PERSON (See Instructions) HC

³  As of the date hereof, Enterprises directly owns no Shares. However, as a result of being in control of Manager, which controls Capital, which wholly owns Commerce, Enterprises may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Enterprises disclaims all such beneficial ownership except to the extent of its pecuniary interest therein.

⁴  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Manager.

CUSIP No. 111444-10-5 13D Page 4 of 6

1	NAMES OF REPORTING PERSONS TCC Manager, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1545
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1545
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%6
14	TYPE OF REPORTING PERSON (See Instructions) HC

⁵  As of the date hereof, Manager directly owns no Shares. However, as a result of being in control of Capital, which wholly owns Commerce, Manager may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Manager disclaims all such beneficial ownership. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

⁶  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Manager.

CUSIP No. 111444-10-5 13D Page 5 of 6

1	NAMES OF REPORTING PERSONS The Capital Corps, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,846,1547
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,846,1547
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)7
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%8
14	TYPE OF REPORTING PERSON (See Instructions) HC

⁷  As of the date hereof, Capital directly owns no Shares. However, as a result of being the wholly-owning direct parent of Commerce, Capital may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Capital disclaims all such beneficial ownership.

⁸  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Capital.

CUSIP No. 111444-10-5 13D Page 6 of 6

1	NAMES OF REPORTING PERSONS Commerce Home Mortgage, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,846,154
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,846,154
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,846,154 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66%9
14	TYPE OF REPORTING PERSON (See Instructions) OO

⁹  Percentage based on 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Form 10-Q, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding, none of which is owned by Commerce.

Item 1. Security and Issuer

This statement on Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”), of Broadway Financial Corporation (the “Registrant”). The address of the principal executive offices of the Registrant is 5055 Wilshire Boulevard, Suite #500, Los Angeles, CA 90036.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by Steven A. Sugarman (“Mr. Sugarman”), an individual, Sugarman Enterprises, Inc., a California corporation (“Enterprises”), TCC Manager, LLC, a California limited liability company (“Manager”), The Capital Corps, LLC, a Delaware limited liability company and wholly-owned subsidiary of Manager (“Capital”) and Commerce Home Mortgage, LLC, a California limited liability company and wholly-owned subsidiary of Capital Corps (“Commerce”) (Commerce, together with Mr. Sugarman, Enterprises, Manager and Capital, “Reporting Persons”).

(b) The principal business address of each of Mr. Sugarman, Enterprises, Manager, Capital and Commerce is 16845 Von Karman Avenue, Suite #200, Irvine, CA 92606.

(c) The principal business of Mr. Sugarman is as the Principal of Capital. The principal business of Enterprises is ownership of Manager. The principal business of Manager is to act as the managing member of Capital. The principal business of Capital is to provide access to prime capital for non-traditional borrowers, as well as owning Commerce. The principal business of Commerce is as a mortgage banking company that is certified by the United States Department of the Treasury as a Community Development Financial Institution.

(d) and (e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person listed on Schedule A hereto, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Sugarman is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Commerce expended an aggregate of approximately $2.4 million of its own investment capital, which was contributed to it by its parent, Capital, to acquire the 1,846,154 Shares held by it.

The Reporting Persons may effect purchases of Shares through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares.

Item 4. Purpose of Transaction

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Registrant through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Registrant on a continuing basis. Depending on various factors including, without limitation, the Registrant’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Registrant as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Registrant, engaging in discussions with stockholders of the Registrant or other third parties about the Registrant and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Registrant or its business, making recommendations or proposals to the Registrant concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Registrant or its business, or suggestions for improving the Registrant’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in this Item 4.

Also, on February 10, 2020, Capital issued an open letter to the board of directors of the Registrant, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) and (b) The aggregate percentage of Shares reported owned by each person named herein is based upon 19,111,422 shares of the Registrant’s voting common stock issued and outstanding as of November 4, 2019, as stated in the Registrant’s Form 10-Q Quarterly Report filed with the SEC on November 13, 2019, which also states that on such date 8,756,396 shares of the Registrant’s non-voting common stock also were outstanding.

A. Steven A. Sugarman

i. Mr. Sugarman, as a result of being in control of Enterprises, which controls Manager, which controls Capital, of which Commerce is a wholly-owned subsidiary, may be deemed to be the beneficial owner of the 1,846,154 Shares owned by Commerce. Mr. Sugarman has an indirect interest in a portion of the same 1,846,154 Shares already reported above by virtue of an indirect ownership in Capital. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

Percentage: 9.66%

ii. 1.   Sole power to vote or direct vote: 0

2.   Shared power to vote or direct vote: 1,846,154

3.   Sole power to dispose or direct the disposition: 0

4.   Shared power to dispose or direct the disposition: 1,846,154

iii. Mr. Sugarman has not entered into any transactions in the Shares during the past sixty days.

B. Sugarman Enterprises, Inc.

i. Enterprises, as a result of being the wholly-owning direct parent of Manager, which controls Capital, of which Commerce is a wholly-owned subsidiary, may be deemed to be the beneficial owner of the 1,846,154 Shares owned by Commerce. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

Percentage: 9.66%

ii. 1.   Sole power to vote or direct vote: 0

2.   Shared power to vote or direct vote: 1,846,154

3.   Sole power to dispose or direct the disposition: 0

4.   Shared power to dispose or direct the disposition: 1,846,154

iii. Enterprises has not entered into any transactions in the Shares during the past sixty days.

C. TCC Manager, LLC

i. Manager, as a result of being the wholly-owning direct parent of Capital, of which Commerce is a wholly-owned subsidiary, may be deemed to be the beneficial owner of the 1,846,154 Shares owned by Commerce. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is exercised by and thus shared with Mr. Sugarman and Enterprises.

Percentage: 9.66%

ii. 1.   Sole power to vote or direct vote: 0

2.   Shared power to vote or direct vote: 1,846,154

3.   Sole power to dispose or direct the disposition: 0

4.   Shared power to dispose or direct the disposition: 1,846,154

iii. Manager has not entered into any transactions in the Shares during the past sixty days.

D. The Capital Corps, LLC

i. Capital, as a result of being the wholly-owning direct parent of Commerce, may be deemed to be the beneficial owner of the 1,846,154 Shares owned by Commerce.

Percentage: 9.66%

ii. 1.   Sole power to vote or direct vote: 0

2.   Shared power to vote or direct vote: 1,846,154

3.   Sole power to dispose or direct the disposition: 0

4.   Shared power to dispose or direct the disposition: 1,846,154

iii. Capital has not entered into any transactions in the Shares during the past sixty days.

E. Commerce Home Mortgage, LLC

i. Commerce is the beneficial owner of the 1,846,154 Shares.

Percentage: 9.66%

ii. 1.   Sole power to vote or direct vote: 0

2.   Shared power to vote or direct vote: 1,846,154

3.   Sole power to dispose or direct the disposition: 0

4.   Shared power to dispose or direct the disposition: 1,846,154

iii. Commerce has not entered into any transactions in the Shares during the past sixty days.

(c) Except as described in this Schedule 13D, there have been no transactions in the Shares effected by the Reporting Persons, or, to the best of the Reporting Persons’ knowledge, any person listed on Schedule A hereto, during the last 60 days.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) To the best of the Reporting Persons’ knowledge, neither any Reporting Person nor any person listed on Schedule A hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by any Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth under Items 3, 4 and 5 is incorporated herein by reference. To the best of the Reporting Persons’ knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person, or any Reporting Person subsidiary or any person listed on Schedule A hereto, and any person with respect to the securities of the Registrant, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to be Filed as Exhibits

Exhibit     No.	Description
99.1	Joint Filing Agreement by and among Sugarman Enterprises, Inc., TCC Manager, LLC, The Capital Corps, LLC, Commerce Home Mortgage, LLC and Steven A. Sugarman dated February 10, 2020.
99.2	Letter to the Board of Directors of the Registrant dated February 10, 2020.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2020

SUGARMAN ENTERPRISES, INC.
By:	/s/ Steven A. Sugarman
	Name:	Steven A. Sugarman
	Title:	President
TCC MANAGER, LLC
By:	Sugarman Enterprises, Inc., as its Manager
By:	/s/ Steven A. Sugarman
	Name:	Steven A. Sugarman
	Its:	President
THE CAPITAL CORPS, LLC
By:	TCC Manager, LLC, as its Manager
By:	/s/ Carlos P. Salas
	Name:	Carlos P. Salas
	Title:	President
COMMERCE HOME MORTGAGE, LLC
By:	The Capital Corps, LLC, as its Manager
By:	TCC Manager, LLC, as its Manager
By:	/s/ Carlos P. Salas
	Name:	Carlos P. Salas
	Title:	President
/s/ Steven A. Sugarman
Steven A. Sugarman

SCHEDULE A

Directors and Officers of Sugarman Enterprises, Inc., TCC Manager, LLC, The Capital Corps, LLC and Commerce Home Mortgage, LLC

Name	Business Address	Present Principal Occupation
Sugarman Enterprises, Inc.
Steven A. Sugarman	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	President and Director
TCC Manager, LLC
Carlos P. Salas	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	President
Thedora Nickel	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Secretary
The Capital Corps, LLC
Antonio Villaraigosa	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Chairman of the Board
Carlos P. Salas	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Director
Mario De Tomasi	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	President and Director
Theodora Nickel	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Secretary and Executive Director
Jeffrey T. Seabold	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Director
Kari Hallowell	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Chief Administrative Officer
Commerce Home Mortgage, LLC
Carlos P. Salas	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Chairman of the Board
Angie Miranda	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Secretary
Theodora Nickel	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Executive Director
Jeffrey T. Seabold	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Director
Mario De Tomasi	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Chief Executive Officer
Ted Ray	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	President
Kari Hallowell	16845 Von Karman Avenue, Suite #200, Irvine, CA 92606	Chief Administrative Officer

EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of all filings on any Form 3, 4 or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”), with respect to the Shares of Broadway Financial Corporation beneficially owned by each of them. Each of them is responsible for the timely filing of such Filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making such Filings, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement shall be included as an exhibit to such Filings.

[Signature Page Follows]

Dated: February 10, 2020

SUGARMAN ENTERPRISES, INC.
By:	/s/ Steven A. Sugarman
Name:	Steven A. Sugarman
Title:	President
TCC MANAGER, LLC
By:	Sugarman Enterprises, Inc., as its Manager
By:	/s/ Steven A. Sugarman
Name:	Steven A. Sugarman
Its:	President
THE CAPITAL CORPS, LLC
By:	TCC Manager, LLC, as its Manager
By:	/s/ Carlos P. Salas
Name:	Carlos P. Salas
Title:	President
COMMERCE HOME MORTGAGE, LLC
By:	The Capital Corps, LLC, as its Manager
By:	/s/ Carlos P. Salas
Name:	Carlos P. Salas
Title:	President
/s/ Steven A. Sugarman
Steven A. Sugarman

EX-99.2

Exhibit 99.2

February 10, 2020

Virgil Roberts, Board Chair

Wayne-Kent A. Bradshaw, Chief Executive Officer

Broadway Financial Corporation

5055 Wilshire Blvd Suite 500

Los Angeles, CA 90036

Re: Shareholder Letter to Broadway Financial Corporation

Dear Sirs:

We write on behalf of The Capital Corps, LLC and its wholly owned subsidiary Commerce Home Mortgage (“Commerce” and collectively, “The Capital Corps”) to engage with the Board of Directors of Broadway Financial Corporation and Broadway Federal Bank (collectively “Broadway”), including to discuss the acquisition of Broadway for at least $1.75 to $1.80 per share – a significant premium to Broadway’s most recent closing price of $1.45. As one of Broadway’s largest shareholders we are committed to this project. In light of our existing ownership and the significance of this proposal to your shareholders, we are publicly releasing this letter on a Schedule 13D.

We congratulate the Board of Directors and management team of Broadway for their stewardship of the company over the past decade. The current team transitioned Broadway from a distressed depository institution on the precipice of failure to a safe and sound organization able to serve California’s underserved, underbanked, and minority communities. We applaud you for turning Broadway around.

However, Broadway is once again at a crossroads and shareholders are at risk. Our Board members have a long history working together on behalf of Angelinos to build a better future for our city, and we have built our relationships on a foundation of candor and transparency. In this spirit, we share the concerns below to protect Broadway’s franchise, to reassure the communities it serves, and to spur the urgent actions necessary to protect and maximize shareholder value.

We are concerned that Broadway may be listening to Wall Street advisors instead of focusing on the community it banks. For instance, the Board’s decision to adopt a highly complex poison pill this past September was difficult to square with its stated goal of enhancing shareholder value. This non-shareholder-approved poison pill offends good governance, is destructive to shareholder value, violates ISS and Glass Lewis best practices, and runs counter to the best interests of disinterested stockholders. In fact, public shareholders are concerned that the poison pill only furthers the interests of Broadway’s largest insider, Gapstow Capital Partners (“Gapstow”), to the detriment of its public investors and the Company itself.¹ This maneuver has resulted in a stock price decline², hurt Broadway’s trading liquidity and will limit Broadway’s ability to access the capital markets in the future.

https://www.thecapitalcorps.com/

¹  We are concerned that Gapstow may be asserting actual, but undisclosed, control over Broadway through its excessive ownership, Board representation, and deep management relationships. For instance, Broadway’s recent poison-pill appears to have harmed all investors as well as the Company’s ability to raise future capital for the sole benefit of Gapstow (i.e., by ensuring that no party can acquire any meaningful stake of voting common shares outside of a transaction that monetizes Gapstow’s large “non-voting” stake – effectively granting a new, unjustified and unpaid-for tag-along right to Gapstow’s interests in Broadway at shareholders’ expense.). The poison pill provides Gapstow unique blocking rights that could impact Bank Holding Company control assessments.

²  Broadway’s stock traded from a closing price of $1.73 per share the day Broadway adopted the Poison Pill to low of $1.26 per share this past week. This represents a decline of 27% from the announcement of the Poison Pill.

Meanwhile, Broadway faces significant unaddressed strategic challenges. The employment contracts of Broadway’s entire management team expire in March, Broadway’s largest owner – Gapstow – appears to be seeking an exit for its holdings, and Broadway’s lending business has reached regulatory concentration limits. This is causing Broadway’s financial performance to deteriorate and its stock to trade at a meaningful discount to its book value.

Tellingly, over the past year, despite being a holder of over 9% of Broadway’s voting shares and an interested partner, The Capital Corps has been unable to secure a meeting with the Board. Like Broadway, The Capital Corps is a Community Development Financial Institution (“CDFI”) certified by the United States Department of the Treasury to expand access to capital to underbanked, underserved, and minority borrowers. In fact, The Capital Corps originated over $2.5 billion in residential loans in 2019 with over 70% of our loans made to low-income, African-American, and Latino/Hispanic borrowers. We believe that Broadway, as a CDFI and minority depository institution (“MDI”), plays a critical role in our nation’s banking landscape and serves as a beacon of hope for underbanked Angelinos left behind by large, money-center banks.

We believe in Broadway and its mission, and we believe that we can drive value by helping Broadway advance its mission. We understand the incredible value shareholders can realize by proudly banking the diversity that makes Los Angeles great. It is for these reasons that, with your support, The Capital Corps facilitated Broadway’s exit from TARP by acquiring stock from the United States Department of the Treasury. We stand ready to acquire significantly more Broadway stock but for our concern over the Board’s decision to adopt the poison pill and the restrictions in the poison pill itself.

Public investors are also confused by Broadway’s recent public statements that the bank now focuses on serving “very wealthy people” with an average “net worth of $7 million.”³ These comments conflict with statements on Broadway’s website and our understanding of its commitments to the target markets under its CDFI designation. We are hopeful Broadway is not straying from its historical mission to serve minority and low-income communities throughout Los Angeles. As a successful lender to prime homeowners in Los Angeles with economically, racially, and ethnically diverse backgrounds, we know firsthand that these markets are rich with opportunity. Contrast, for example, Broadway’s public statements with the speech made by our founder, Steven Sugarman, on October 4, 2019 to the National Diversity Coalition Economic Development Conference regarding the fundamental importance of the Community Reinvestment Act and the attractive opportunities available to those who serve the underbanked.⁴

³  Broadway management, The Evolution of the West’s Only Black Bank, interview by Anna Scott, hosted by Jarrett Hill, Greater LA, KCRW.com, September 9, 2019, KCRW.com

⁴  https://www.nationaldiversitycoalition.org/sugarmanspeech2019.

Page 2

To maximize shareholder value, Broadway should recommit itself to serving all Angelinos in need of its banking services. We believe Broadway’s current shareholder base of socially conscious investors – including banks (e.g., First Republic), CDFI investment funds (e.g., National Community Investment Fund), and other CDFIs (e.g., the National Asian American Coalition) – seek to continue the bank’s historical mission of expanding access to capital to the underserved, underbanked, and minority consumers and small businesses it has historically served.

Broadway must immediately launch a process to consider its strategic options.

The Capital Corps believes that Broadway must address its strategic challenges prior to its upcoming annual shareholder meeting and likely no later than March when its existing executive contracts are set to expire. We believe that any real solution to secure shareholder approval⁵ must:

1. proactively and responsibly address its critical succession issues (without incurring shareholder dilution or change of control penalties) relating to foreseeable Board, management, and investor turn-over;

2. adopt an enhanced strategic plan that satisfactorily addresses its business challenges relating to its mission, concentration risks, earnings, and shareholder value;

3. maintain Broadway’s status as an MDI and a CDFI and expand Broadway’s CDFI certification to include African American, Latino/Hispanic, and Low-Income Borrowers; and

4. ensure Broadway maintains local ownership, management, and control.

The Capital Corps believes that it can offer solutions that meet each of these objectives in a safe and sound manner while retaining Broadway’s employees and overseeing a prudent transition of retiring executives.

It would be inappropriate for Broadway to commit to a new series of employment agreements, including material change of control and severance payments,⁶ without a well-defined strategic plan that has been disclosed to its shareholders. We also expect that Broadway will cease further actions to squander shareholder value on new poison pills or to restrict or reduce shareholder rights. Moreover, we request that Broadway subject the poison pill to a shareholder vote at the upcoming annual meeting and, prior to the meeting, that Broadway revise its Bylaws to adopt shareholder-rights and proxy-access reforms as recommended under guidelines published by proxy advisor Institutional Shareholder Services.

⁵  Should Broadway elect to sell itself to an out-of-town bank or a buyer without a shared mission as a CDFI or MDI, it would be an enormous, long-lasting setback for minority and low-income communities throughout Los Angeles. We believe it would also ignore the goals of a majority of Broadway’s voting shareholders and be inconsistent with a strategy to maximize shareholder value. Therefore, we would be opposed to any sale to any buyer who would not continue Broadway’s distinct and value-enhancing designations as a local MDI and CDFI serving Los Angeles.

⁶  Current executive contracts include change of control payments exceeding 5% of Broadway’s market capitalization.

Page 3

Meanwhile, for the benefit of all public shareholders (and to mitigate any damage done by the poison pill), The Capital Corps requests the Board of Directors provide The Capital Corps its consent to acquire additional shares of Broadway stock in excess of the limits outlined in the poison pill without triggering any provisions of the poison pill. It would be unfortunate to cause the Company to spend additional shareholder resources defending non-sensical governance practices which destroy shareholder value in favor of a single insider’s interest.

Finally, The Capital Corps hereby requests access to Broadway’s Books and Records to inspect and copy the documents for the following purposes: (i) to review the concerns set forth herein relating to the poison pill, (ii) to evaluate a tender offer and other strategic alternatives, and (iii) to manage The Capital Corps’ stock position, including to communicate with other shareholders. We request books and records relating to the following items: (i) the Stock Ledger of Broadway including the names, address and number of shares of all classes of stock held by all stockholders, and (ii) all Board minutes, presentations, opinions, documentation,⁷ and communications with respect to the Poison Pill adopted by Broadway.⁸

We look forward to meeting with Broadway’s Board of Directors. Thank you again for your work on behalf of Broadway to ensure that Broadway can continue to be a safe, sound institution able to profitably serve all Angelinos for decades to come.

Sincerely,

The Capital Corps, LLC	Commerce Home Mortgage, LLC
By,	By,
Antonio Villaraigosa	Carlos Salas
Board Chair	Board Chair

⁷  Including related to costs and expenses.

⁸  These requests to inspect and copy the books and records of Broadway are made pursuant to each of California Corporations Code Sections 1600 and 1601 and Delaware Code Title 8, Section 220. The Capital Corps meets all requirements under California law for this request as detailed in our public SEC filings, which are hereby incorporate by reference.

Page 4