PARKE BANCORP, INC. 10-Q

Item 1. Financial Statements Parke Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets (unaudited) (Dollars in thousands except per share data) September 30, 2022 December 31, 2021 Assets Cash and due from banks $ 29,225 $ 25,321 Interest bearing deposits with banks 164,119 571,232 Cash and cash equivalents 193,344 596,553 Investment securities available for sale, at fair value 9,790 13,351 Investment securities held to maturity (fair value of $ 7,720 at September 30, 2022 and $ 10,025 at December 31, 2021) 9,575 9,918 Total investment securities 19,365 23,269 Loans, net of unearned income 1,679,357 1,484,847 Less: Allowance for loan losses ( 30,989 ) ( 29,845 ) Net loans 1,648,368 1,455,002 Accrued interest receivable 8,028 7,681 Premises and equipment, net 6,008 6,265 Restricted stock 4,989 5,144 Bank owned life insurance (BOLI) 28,001 27,577 Deferred tax asset 7,891 7,608 Other 7,238 7,346 Total assets $ 1,923,232 $ 2,136,445 Liabilities and Equity Liabilities Deposits Noninterest-bearing deposits $ 393,853 $ 553,810 Interest-bearing deposits 1,141,376 1,214,600 Total deposits 1,535,229 1,768,410 FHLBNY borrowings 73,150 78,150 Subordinated debentures 42,874 42,732 Accrued interest payable 1,082 1,603 Other 13,569 13,189 Total liabilities 1,665,904 1,904,084 Equity Preferred stock, 1,000,000 shares authorized, $ 1,000 liquidation value Series B non-cumulative convertible; 445 shares and 445 shares outstanding at September 30, 2022 and December 31, 2021, respectively 445 445 Common stock, $ 0.10 par value; authorized 15,000,000 shares; Issued: 12,207,097 shares and 12,182,081 shares at September 30, 2022 and December 31, 2021, respectively 1,221 1,218 Additional paid-in capital 135,885 135,451 Retained earnings 123,409 98,017 Accumulated other comprehensive (loss) income ( 617 ) 245 Treasury stock, 284,522 shares at Sept. 30, 2022 and Dec. 31, 2021, at cost ( 3,015 ) ( 3,015 ) Total shareholders’ equity 257,328 232,361 Total liabilities and equity $ 1,923,232 $ 2,136,445 See accompanying notes to consolidated financial statements 1 Parke Bancorp Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (unaudited) (Dollars in thousands except per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Interest income: Interest and fees on loans $ 20,854 $ 20,211 $ 59,511 $ 61,502 Interest and dividends on investments 194 170 565 552 Interest on deposits with banks 1,290 199 2,404 453 Total interest income 22,338 20,580 62,480 62,507 Interest expense: Interest on deposits 2,284 2,356 5,893 7,654 Interest on borrowings 758 743 2,176 2,482 Total interest expense 3,042 3,099 8,069 10,136 Net interest income 19,296 17,481 54,411 52,371 Provision for loan losses 600 — 950 500 Net interest income after provision for loan losses 18,696 17,481 53,461 51,871 Non-interest income Service fees on deposit accounts 1,133 1,350 3,762 4,173 Gain on sale of SBA loans 76 56 98 180 Other loan fees 422 403 1,138 998 Bank owned life insurance income 144 146 424 429 Net gain on sale and valuation adjustment of OREO — — 328 51 Other 253 240 827 693 Total non-interest income 2,028 2,195 6,577 6,524 Non-interest expense Compensation and benefits 2,819 2,281 7,964 7,360 Professional services 578 998 1,670 2,740 Occupancy and equipment 621 623 1,891 1,773 Data processing 348 303 985 986 FDIC insurance and other assessments 265 261 811 833 OREO expense 314 72 404 199 Other operating expense 1,347 890 3,957 3,026 Total non-interest expense 6,292 5,428 17,682 16,917 Income before income tax expense 14,432 14,248 42,356 41,478 Income tax expense 3,892 3,705 10,987 10,584 Net income attributable to Company and noncontrolling interest 10,540 10,543 31,369 30,894 Less: Net income attributable to noncontrolling interest — ( 42 ) — ( 207 ) Net income attributable to Company 10,540 10,501 31,369 30,687 Less: Preferred stock dividend ( 7 ) ( 7 ) ( 20 ) ( 21 ) Net income available to common shareholders $ 10,533 $ 10,494 $ 31,349 $ 30,666 Earnings per common share Basic $ 0.88 $ 0.88 $ 2.63 $ 2.58 Diluted $ 0.87 $ 0.87 $ 2.58 $ 2.53 Weighted average common shares outstanding Basic 11,919,472 11,893,323 11,913,085 11,885,709 Diluted 12,170,144 12,125,628 12,178,572 12,115,389 See accompanying notes to consolidated financial statements 2 Parke Bancorp Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (Dollars in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net income $ 10,540 $ 10,543 $ 31,369 $ 30,894 Unrealized losses on investment securities, net of reclassification into income: Unrealized losses on non-OTTI securities ( 478 ) ( 30 ) ( 1,161 ) ( 156 ) Tax impact on unrealized loss 123 8 299 40 Total unrealized losses on investment securities ( 355 ) ( 22 ) ( 862 ) ( 116 ) Comprehensive income 10,185 10,521 30,507 30,778 Less: Comprehensive income attributable to noncontrolling interests — ( 42 ) — ( 207 ) Comprehensive income attributable to the Company $ 10,185 $ 10,479 $ 30,507 $ 30,571 See accompanying notes to consolidated financial statements 3 Parke Bancorp, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Dollars in thousands except share data) Preferred Stock Shares of Common Stock issued Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Shareholders' Equity Non-Controlling Interest Total Equity 3 Months Ended Balance, June 30, 2022 $ 445 12,199,483 $ 1,220 $ 135,709 $ 115,020 $ ( 262 ) $ ( 3,015 ) $ 249,117 $ — $ 249,117 Net income — — — — 10,540 — — 10,540 — 10,540 Common stock options exercised — 7,614 1 59 — — — 60 — 60 Other comprehensive loss — — — — — ( 355 ) — ( 355 ) — ( 355 ) Stock compensation expense — — — 117 — — — 117 — 117 Dividend on preferred stock (1) — — — — ( 7 ) — — ( 7 ) — ( 7 ) Dividend on common stock (2) — — — — ( 2,144 ) — — ( 2,144 ) — ( 2,144 ) Balance, September 30, 2022 $ 445 12,207,097 $ 1,221 $ 135,885 $ 123,409 $ ( 617 ) $ ( 3,015 ) $ 257,328 $ — $ 257,328 9 Months Ended Balance, December 31, 2021 $ 445 12,182,081 $ 1,218 $ 135,451 $ 98,017 $ 245 $ ( 3,015 ) $ 232,361 $ — $ 232,361 Net income — — — — 31,369 — — 31,369 — 31,369 Common stock options exercised — 25,016 3 182 — — — 185 — 185 Other comprehensive loss — — — — — ( 862 ) — ( 862 ) — ( 862 ) Stock compensation expense — — — 252 — — — 252 — 252 Dividend on preferred stock (1) — — — — ( 20 ) — — ( 20 ) — ( 20 ) Dividend on common stock (2) — — — — ( 5,957 ) — — ( 5,957 ) — ( 5,957 ) Balance, September 30, 2022 $ 445 12,207,097 $ 1,221 $ 135,885 $ 123,409 $ ( 617 ) $ ( 3,015 ) $ 257,328 $ — $ 257,328 (1) Dividends per share of $ 15.0 and $ 45.0 , respectively, were declared on series B preferred stock for the three and nine months ended September 30, 2022. (2) Dividends per share of $ 0.18 and $ 0.50 , respectively, were declared on common stock outstanding for the three and nine months ended September 30, 2022. See accompanying notes to consolidated financial statements 4 Parke Bancorp, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Dollars in thousands except share data) Preferred Stock Shares of Common Stock issued Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Shareholders' Equity Non-Controlling Interest Total Equity 3 Months Ended Balance, June 30, 2021 $ 470 12,177,765 $ 1,218 $ 135,318 $ 81,262 $ 369 $ ( 3,015 ) $ 215,622 $ 1,389 $ 217,011 Net income — — — — 10,501 — — 10,501 42 10,543 Common stock options exercised — 732 — 6 — — — 6 — 6 Other comprehensive loss — — — — — ( 22 ) — ( 22 ) — ( 22 ) Stock compensation expense — — — 59 — — — 59 — 59 Dividend on preferred stock ( 1) — — — — ( 7 ) — — ( 7 ) — ( 7 ) Dividend on common stock (2) — — — — ( 1,903 ) — — ( 1,903 ) — ( 1,903 ) Balance, September 30, 2021 $ 470 12,178,497 $ 1,218 $ 135,383 $ 89,853 $ 347 $ ( 3,015 ) $ 224,256 $ 1,431 $ 225,687 9 Months Ended Balance, December 31, 2020 $ 480 12,136,567 $ 1,214 $ 134,989 $ 66,794 $ 463 $ ( 3,015 ) $ 200,925 $ 1,672 $ 202,597 Net income — — — — 30,687 — — 30,687 207 30,894 Earnings distribution to non-controlling interest — — — — — — — — ( 448 ) ( 448 ) Common stock options exercised — 40,555 4 216 — — — 220 — 220 Preferred stock shares conversion ( 10 ) 1,375 — 10 — — — — — — Other comprehensive loss — — — — — ( 116 ) — ( 116 ) — ( 116 ) Stock compensation expense — — — 168 — — — 168 — 168 Dividend on preferred stock (1) — — — — ( 21 ) — — ( 21 ) — ( 21 ) Dividend on common stock (2) — — — — ( 7,607 ) — — ( 7,607 ) — ( 7,607 ) Balance, September 30, 2021 $ 470 12,178,497 $ 1,218 $ 135,383 $ 89,853 $ 347 $ ( 3,015 ) $ 224,256 $ 1,431 $ 225,687 (1) Dividends per share of $ 15.0 and $ 45.0 , respectively, were declared on series B preferred stock for the three and nine months ended September 30, 2021. (2) Dividends per share of $ 0.16 and $ 0.48 , respectively, were declared on common stock outstanding for the three and nine months ended September 30, 2021. See accompanying notes to consolidated financial statements 5 Parke Bancorp Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) For the Nine Months Ended September 30, 2022 2021 Cash Flows from Operating Activities: Net income $ 31,369 $ 30,894 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 487 517 Provision for loan losses 950 500 Increase in value of bank owned life insurance ( 424 ) ( 429 ) Gain on sale of SBA loans ( 98 ) ( 177 ) SBA loans originated for sale ( 1,723 ) ( 1,331 ) Proceeds from sale of SBA loans originated for sale 1,821 1,508 Net gain on sale of OREO and valuation adjustments ( 328 ) ( 51 ) Net accretion of purchase premiums and discounts on securities ( 4 ) 36 Stock based compensation 252 168 Net changes in: Decrease (increase) in accrued interest receivable and other assets 226 ( 960 ) Increase (decrease) in accrued interest payable and other accrued liabilities 1,769 ( 1,177 ) Net cash provided by operating activities 34,297 29,498 Cash Flows from Investing Activities: Repayments and maturities of investment securities available for sale 2,367 4,972 Repayments and maturities of investment securities held to maturity 380 — Purchases of investment securities — ( 8,693 ) Net (increase) decrease in loans ( 196,324 ) 90,020 Purchases of bank premises and equipment ( 88 ) ( 47 ) Proceeds from sale of OREO, net 1,887 245 Redemptions of restricted stock 155 1,813 Net cash (used in) provided by investing activities ( 191,623 ) 88,310 Cash Flows from Financing Activities: Cash dividends ( 7,887 ) ( 7,628 ) Earnings distribution to non-controlling interest — ( 447 ) Proceeds from exercise of stock options 185 220 Net decrease in FHLBNY and short-term borrowings ( 5,000 ) ( 43,500 ) Net decrease in other borrowings — ( 90,026 ) Net (decrease) increase in noninterest-bearing deposits ( 159,957 ) 113,736 Net (decrease) increase in interest-bearing deposits ( 73,224 ) 75,061 Net cash (used in) provided by financing activities ( 245,883 ) 47,416 Net (decrease) increase in cash and cash equivalents ( 403,209 ) 165,224 Cash and Cash Equivalents, January 1, 596,553 458,601 Cash and Cash Equivalents, June 30, $ 193,344 $ 623,825 Supplemental Disclosure of Cash Flow Information: Interest paid $ 8,590 $ 11,226 Income taxes paid $ 9,638 $ 13,683 Non-cash Investing and Financing Items Loans transferred to OREO $ 2,008 $ 1,811 See accompanying notes to consolidated financial statements 6 Notes to Consolidated Financial Statements (Unaudited) NOTE 1. ORGANIZATION Parke Bancorp, Inc. (the “Company, we, us, our”) is a bank holding company headquartered in Sewell, New Jersey. Through subsidiaries, the Company provides individuals, corporations and other businesses and institutions with commercial and retail banking services, principally loans and deposits. The Company was incorporated in January 2005 under the laws of the State of New Jersey for the sole purpose of becoming the holding company of Parke Bank (the "Bank"). The Bank is a commercial bank, which was incorporated on August 25, 1998, and commenced operations on January 28, 1999. The Bank is chartered by the New Jersey Department of Banking and Insurance and its deposits are insured by the Federal Deposit Insurance Corporation. The Bank maintains its principal office at 601 Delsea Drive, Sewell, New Jersey, and has six additional branch office locations; 501 Tilton Road, Northfield, New Jersey, 567 Egg Harbor Road, Washington Township, New Jersey, 67 East Jimmie Leeds Road, Galloway Township, New Jersey, 1150 Haddon Avenue, Collingswood, New Jersey, 1610 Spruce Street, Philadelphia, Pennsylvania, and 1032 Arch Street, Philadelphia, Pennsylvania. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation: We prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Parke Bank (including certain partnership interests). Also included are the accounts of Parke Direct Lending LLC ("PDL"), a joint venture formed in 2018 to originate short-term alternative real estate loan products. Parke Bank had a 51 % ownership interest in the joint venture. In 2021, PDL was fully liquidated and all earnings were distributed. Parke Capital Trust I, Parke Capital Trust II and Parke Capital Trust III are wholly-owned subsidiaries but are not consolidated as they do not meet the requirements for consolidation under applicable accounting guidance. We have eliminated inter-company balances and transactions. We have also reclassified certain prior year amounts to conform to the current year presentation, which did not have a material impact on our consolidated financial condition or results of operations. The accompanying interim financial statements should be read in conjunction with the annual financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying interim financial statements for the three and nine months ended September 30, 2022 and 2021 are unaudited. The balance sheet as of December 31, 2021, was derived from the audited financial statements. In the opinion of management, these financial statements include all normal and recurring adjustments necessary for a fair statement of the results for such interim periods. Results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results for the full year or any other period. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the allowance for loan losses, the valuation of deferred income taxes, and the carrying value of other real estate owned ("OREO"). Recently Issued Accounting Pronouncements: In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings (TDRs) and Vintage Disclosures . The guidance amends ASC 326 to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, creditors will determine whether a modification results in a new loan or continuation of the existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to ASC 326 require that an entity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance is only for entities that have adopted the amendments in Update 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption using prospective application, including adoption in an interim period where the guidance should be applied as of the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations . 7 During June 2016, the Financial Accounting Standard Board (FASB) issued accounting standards update ("ASU") 2016-13, Financial Instruments-Credit Losses. ASU 2016-13 (Topic 326) , replaces the incurred loss impairment methodology in current GAAP with an expected credit loss ("CECL") methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses, with such allowance limited to the amount by which fair value is below amortized cost. The ASU was amended in some aspects by subsequent Accounting Standards Updates. The guidance of the Financial Instruments-Credit Losses became effective for public entities except small reporting companies ("SRCs") for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all entities, early adoption will continue to be allowed. As a small reporting company, CECL is effective for fiscal years beginning after December 15, 2022 and interim periods within those years. The Company has selected a third-party software vendor for the CECL calculation and to assist in the implementation of the model. The Company will utilize a lifetime loss rate calculation for all its loan portfolio's, as well as supplement the loss estimate by including reasonable and supportable forecasts of macroeconomic conditions. The Company began to perform parallel runs of the new model to its current ALLL model during the first quarter of 2022 and continues to evaluate the results and assumptions. Implementation efforts are continuing to focus on model validation, model calibration, qualitative factors, finalizing procedures and other governance and control documentation. The Company will adopt this new guidance on January 1, 2023, and is currently evaluating the impact of this new guidance on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-4 (Topic 848) provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company intends to adopt this guidance on its effective date and does not expect the adoption of this guidance to materially impact its financial condition, results of operations and consolidated financial statements. NOTE 3. INVESTMENT SECURITIES The following is a summary of the Company's investments in available for sale and held to maturity securities as of September 30, 2022 and December 31, 2021: As of September 30, 2022 Amortized cost Gross unrealized gains Gross unrealized losses Fair value (Dollars in thousands) Available for sale: Corporate debt obligations $ 500 $ — $ — $ 500 Residential mortgage-backed securities 10,120 1 832 9,289 Collateralized mortgage obligations 1 — — 1 Total available for sale $ 10,621 $ 1 $ 832 $ 9,790 Held to maturity: Residential mortgage-backed securities $ 5,768 $ — $ 1,156 $ 4,612 States and political subdivisions 3,807 18 717 3,108 Total held to maturity $ 9,575 $ 18 $ 1,873 $ 7,720 8 As of December 31, 2021 Amortized cost Gross unrealized gains Gross unrealized losses Fair value (Dollars in thousands) Available for sale: Corporate debt obligations $ 500 $ — $ — $ 500 Residential mortgage-backed securities 12,513 372 42 12,843 Collateralized mortgage obligations 8 — — 8 Total available for sale $ 13,021 $ 372 $ 42 $ 13,351 Held to maturity: Residential mortgage-backed securities 6,157 — 118 6,039 States and political subdivisions $ 3,761 $ 241 $ 16 $ 3,986 Total held to maturity $ 9,918 $ 241 $ 134 $ 10,025 The amortized cost and fair value of debt securities classified as available for sale and held to maturity, by contractual maturity as of September 30, 2022 are as follows: Amortized Cost Fair Value (Dollars in thousands) Available for sale: Due within one year $ — $ — Due after one year through five years 724 708 Due after five years through ten years 5,552 5,157 Due after ten years 4,345 3,925 Total available for sale $ 10,621 $ 9,790 Held to maturity: Due within one year $ — $ — Due after one year through five years 1,330 1,348 Due after five years through ten years — — Due after ten years 8,245 6,372 Total held to maturity $ 9,575 $ 7,720 Expected maturities may differ from contractual maturities because the issuers of certain debt securities do have the right to call or prepay their obligations without any penalty. 9 The Company did not sell any securities during the three and nine months ended September 30, 2022. The following tables show the gross unrealized losses and fair value of the Company's investments which are aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2022 and December 31, 2021: As of September 30, 2022 Less Than 12 Months 12 Months or Greater Total Description of Securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in thousand) Available for sale: Residential mortgage-backed securities $ 7,985 $ 694 $ 1,128 $ 138 $ 9,113 $ 832 Total available for sale $ 7,985 $ 694 $ 1,128 $ 138 $ 9,113 $ 832 Held to maturity: Residential mortgage-backed securities $ — $ — $ 4,612 $ 1,156 $ 4,612 $ 1,156 States and political subdivisions — — 1,760 717 1,760 717 Total held to maturity $ — $ — $ 6,372 $ 1,873 $ 6,372 $ 1,873 As of December 31, 2021 Less Than 12 Months 12 Months or Greater Total Description of Securities Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in thousands) Available for sale: Residential mortgage-backed securities $ 168 $ 1 $ 1,418 $ 41 $ 1,586 $ 42 Total available for sale $ 168 $ 1 $ 1,418 $ 41 $ 1,586 $ 42 Held to maturity: Residential mortgage-backed securities 6,039 $ 118 $ — $ — $ 6,039 $ 118 States and political subdivisions 2,462 16 — — 2,462 16 Total held to maturity $ 8,501 $ 134 $ — $ — $ 8,501 $ 134 Other Than Temporarily Impaired Debt Securities (OTTI) On at least a quarterly basis, we review all debt securities that are in an unrealized loss position for OTTI. An investment security is deemed impaired if the fair value of the investment is less than its amortized cost. Amortized cost includes adjustments (if any) made to the cost basis of an investment for accretion, amortization, and previous other-than-temporary impairments. After an investment security is determined to be impaired, we evaluate whether the decline in value is other-than-temporary. Estimating recovery of the amortized cost basis of a debt security is based upon an assessment of the cash flows expected to be collected. If the present value of the cash flows expected to be collected, discounted at the security’s effective yield, is less than the security’s amortized cost, OTTI is considered to have occurred. For a debt security for which there has been a decline in the fair value below the amortized cost basis, if we intend to sell the security, or if it is more likely than not we will be required to sell the security before recovery of the amortized cost basis, an OTTI write-down is recognized in earnings equal to the entire difference between the amortized cost basis and fair value of the security. For debt securities that are considered OTTI and that we do not intend to sell and will not be required to sell prior to recovery of our amortized cost basis, we separate the amount of the impairment into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows discounted at the security’s effective yield. The remaining difference between the security’s fair value and the present value of expected future cash flows is due to factors that are not credit-related and, therefore, is recognized in other comprehensive income. We have a process in place to identify debt securities that could potentially have a credit impairment that is other than temporary. This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues. We consider relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other than temporary. Relevant facts and circumstances considered include: (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in value; (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events; (4) any change in rating agencies’ credit ratings at evaluation date from acquisition date and any likely imminent 10 action; (5) for asset-backed securities, the credit performance of the underlying collateral, including delinquency rates, level of non-performing assets, cumulative losses to date, collateral value and the remaining credit enhancement compared with expected credit losses. The Company’s unrealized loss for the debt securities is comprised of 20 securities in the less than 12 months loss position and 7 securities in the 12 months or greater loss position at September 30, 2022. The mortgage-backed securities that had unrealized losses were issued or guaranteed by the US government or US government sponsored entities. The unrealized losses associated with those mortgage-backed securities are generally driven by changes in interest rates and are not due to credit losses given the explicit or implicit guarantees provided by the U.S. government. The states and political subdivisions securities that had unrealized losses were issued by a school district, and the loss is attributed to changes in interest rates and not due to credit losses. Because the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, the Company does not consider the unrealized loss in these securities to be OTTI at September 30, 2022. NOTE 4. LOANS AND ALLOWANCE FOR LOAN LOSSES At September 30, 2022 and December 31, 2021, the Company had $ 1.68 billion and $ 1.48 billion, respectively, in loans receivable outstanding. Outstanding balances include a total net increase of $ 1.8 million and $ 1.7 million at September 30, 2022 and December 31, 2021, respectively, for net deferred loan costs, and unamortized discounts. We had no loans held for sale at September 30, 2022 and December 31, 2021, respectively. Also, at September 30, 2022 and December 31, 2021, our commercial and industrial loan portfolio includes $ 2.9 million and $ 27.8 million, respectively, of loans to small businesses through the Paycheck Protection Program ("SBA PPP" loans), which is a loan designed by the Federal government to provide a direct incentive for small businesses to keep their workers on the payroll. The portfolio segments of loans receivable at September 30, 2022 and December 31, 2021, consist of the following: September 30, 2022 December 31, 2021 Amount Amount (Dollars in thousands) Commercial and Industrial $ 29,407 $ 57,151 Construction 194,111 154,077 Real Estate Mortgage: Commercial – Owner Occupied 130,106 123,672 Commercial – Non-owner Occupied 347,543 306,486 Residential – 1 to 4 Family 892,988 750,525 Residential – Multifamily 78,162 84,964 Consumer 7,040 7,972 Total Loans $ 1,679,357 $ 1,484,847 11 An age analysis of past due loans by class at September 30, 2022 and December 31, 2021 is as follows: September 30, 2022 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days and Not Accruing Total Past Due Current Total Loans Loans > 90 Days and Accruing (Dollars in Thousands) Commercial and Industrial $ — $ — $ — $ — $ 29,407 $ 29,407 $ — Construction — — 1,139 1,139 192,972 194,111 — Real Estate Mortgage: Commercial – Owner Occupied — — 988 988 129,118 130,106 — Commercial – Non-owner Occupied — — 14,553 14,553 332,990 347,543 — Residential – 1 to 4 Family 85 — 163 248 892,740 892,988 — Residential – Multifamily — — — — 78,162 78,162 — Consumer — — 70 70 6,970 7,040 — Total Loans $ 85 $ — $ 16,913 $ 16,998 $ 1,662,359 $ 1,679,357 $ — December 31, 2021 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days and Not Accruing Total Past Due Current Total Loans Loans > 90 Days and Accruing (Dollars in thousands) Commercial and Industrial $ — $ 349 $ 224 $ 573 $ 56,578 $ 57,151 $ — Construction — — 1,139 1,139 152,938 154,077 — Real Estate Mortgage: Commercial – Owner Occupied — — 2,170 2,170 121,502 123,672 — Commercial – Non-owner Occupied — — 242 242 306,244 306,486 — Residential – 1 to 4 Family 81 — 533 614 749,911 750,525 — Residential – Multifamily — — — — 84,964 84,964 — Consumer — — — — 7,972 7,972 — Total Loans $ 81 $ 349 $ 4,308 $ 4,738 $ 1,480,109 $ 1,484,847 $ — Allowance For Loan and Lease Losses (ALLL) We maintain the ALLL at a level that we believe to be appropriate to absorb estimated probable credit losses incurred in the loan portfolios as of the balance sheet date. We established our allowance in accordance with guidance provided in Accounting Standard Codification ("ASC") - Contingencies ("ASC 450") and Receivables ("ASC 310"). The allowance for loan and lease losses represents management’s estimate of probable losses inherent in the Company’s lending activities excluding loans accounted for under fair value. The allowance for loan losses is maintained through charges to the provision for loan losses in the Consolidated Statements of Income as losses are estimated to have occurred. Loans or portions thereof that are determined to be uncollectible are charged against the allowance, and subsequent recoveries, if any, are credited to the allowance. The Company performs periodic reviews of its loan and lease portfolios to identify credit risks and to assess the overall collectability of those portfolios. The Company's allowance for loan losses includes a general component and an asset-specific component. The asset-specific component of the allowance relates to loans considered to be impaired, which includes performing troubled debt restructurings (“TDRs”) as well as nonperforming loans. To determine the asset-specific component of the allowance, the loans are evaluated individually based on the borrower's ability to repay amounts owed, collateral, relative risk grade of the loans, and other factors given current events and conditions. The Company generally measures the asset-specific allowance as the difference between the net realizable value of loan collateral or present value of expected cash flow and the recorded investment of a loan. 12 The general component of the allowance evaluates the impairments of pools of the loan portfolio collectively. It incorporates a historical valuation allowance and general valuation allowance. The historical loss experience is measured by type of credit and internal risk grade, loss severity, specific homogeneous risk pools. A historical loss ratio and valuation allowance are established for each pool of similar loans and updated periodically based on actual charge-off experience and current events. The general valuation allowance is based on general economic conditions and other qualitative risk factors both internal and external to the Company. It is generally determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank's lending management and staff; (ii) the effectiveness of the Bank's lending policies, procedures and internal controls;(iii) volume and severity of loan credit quality; (iv) nature and volume of portfolio and term of loans (v) the composition and concentrations of credit; (vi) the effectiveness of the internal loan review system; and (vii) national and local economic trends and conditions, and industry conditions. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, high-moderate, moderate, low-moderate or low degree of risk. The results are then input into a "general allocation matrix" to determine an appropriate general valuation allowance. The process of determining the level of the allowance for loan and lease losses requires a high degree of estimate and judgment. It is reasonably possible that actual outcomes may differ from our estimates. 13 The following tables present the information regarding the allowance for loan and lease losses and associated loan data by portfolio segment: Real Estate Mortgage Commercial and Industrial Construction Commercial Owner Occupied Commercial Non-owner Occupied Residential 1 to 4 Family Residential Multifamily Consumer Total Allowance for loan losses (Dollars in thousands) Three months ended September 30, 2022 June 30, 2022 $ 551 $ 2,202 $ 2,742 $ 7,549 $ 16,211 $ 1,098 $ 95 $ 30,448 Charge-offs — — — — ( 66 ) — — ( 66 ) Recoveries 3 — 4 — — — — 7 Provisions (benefits) ( 137 ) 653 ( 140 ) 368 ( 221 ) 92 ( 15 ) 600 Ending Balance at September 30, 2022 $ 417 $ 2,855 $ 2,606 $ 7,917 $ 15,924 $ 1,190 $ 80 $ 30,989 Allowance for loan losses Nine months ended September 30, 2022 December 31, 2021 $ 417 $ 2,662 $ 2,997 $ 7,476 $ 14,970 $ 1,215 $ 108 $ 29,845 Charge-offs — — — — ( 66 ) — — ( 66 ) Recoveries 12 100 15 — 133 — — 260 Provisions (benefits) ( 12 ) 93 ( 406 ) 441 887 ( 25 ) ( 28 ) 950 Ending Balance at September 30, 2022 $ 417 $ 2,855 $ 2,606 $ 7,917 $ 15,924 $ 1,190 $ 80 $ 30,989 Allowance for loan losses Individually evaluated for impairment $ — $ — $ 4 $ 125 $ 20 $ — $ — $ 149 Collectively evaluated for impairment 417 2,855 2,602 7,792 15,904 1,190 80 30,840 Ending Balance at September 30, 2022 $ 417 $ 2,855 $ 2,606 $ 7,917 $ 15,924 $ 1,190 $ 80 $ 30,989 Loans Individually evaluated for impairment $ — $ 1,139 $ 1,177 $ 19,655 $ 420 $ — $ 70 $ 22,461 Collectively evaluated for impairment 29,407 192,972 128,929 327,888 892,568 78,162 6,970 1,656,896 Ending Balance at September 30, 2022 $ 29,407 $ 194,111 $ 130,106 $ 347,543 $ 892,988 $ 78,162 $ 7,040 $ 1,679,357 The increase in the allowance for loan loss balance for the nine months ended September 30, 2022 in the residential 1 to 4 family and commercial non-owner occupied portfolio segments was primarily attributable to loan growth. The decrease in the allowance for loan loss balance in the commercial owner occupied portfolio segment for the nine months ended September 30, 2022 was due to decreases in non-performing balances. 14 Real Estate Mortgage Commercial and Industrial Construction Commercial Owner Occupied Commercial Non-owner Occupied Residential 1 to 4 Family Residential Multifamily Consumer Total Allowance for loan losses (Dollars in thousands) Three months ended September 30, 2021 June 30, 2021 $ 312 $ 3,483 $ 3,502 $ 8,514 $ 12,883 $ 1,250 $ 125 $ 30,069 Charge-offs — ( 226 ) — — ( 49 ) — — ( 275 ) Recoveries 2 — 38 4 — — — 44 Provisions (benefits) 95 ( 350 ) ( 105 ) ( 350 ) 878 ( 166 ) ( 2 ) — Ending Balance at September 30, 2021 $ 409 $ 2,907 $ 3,435 $ 8,168 $ 13,712 $ 1,084 $ 123 $ 29,838 Allowance for loan losses Nine months ended September 30, 2021 December 31, 2020 $ 492 $ 3,359 $ 3,078 $ 8,398 $ 12,595 $ 1,639 $ 137 $ 29,698 Charge-offs — ( 226 ) ( 153 ) — ( 49 ) — — ( 428 ) Recoveries 15 — 49 4 — — — 68 Provisions (benefits) ( 98 ) ( 226 ) 461 ( 234 ) 1,166 ( 555 ) ( 14 ) 500 Ending Balance at September 30, 2021 $ 409 $ 2,907 $ 3,435 $ 8,168 $ 13,712 $ 1,084 $ 123 $ 29,838 Allowance for loan losses Individually evaluated for impairment $ 9 $ 300 $ 6 $ 235 $ 63 $ — $ — $ 613 Collectively evaluated for impairment 400 2,607 3,429 7,933 13,649 1,084 123 29,225 Ending Balance at September 30, 2021 $ 409 $ 2,907 $ 3,435 $ 8,168 $ 13,712 $ 1,084 $ 123 $ 29,838 Loans Individually evaluated for impairment $ 47 $ 1,139 $ 2,443 $ 5,625 $ 1,022 $ — $ 178 $ 10,454 Collectively evaluated for impairment 66,230 170,012 124,909 306,272 710,886 76,522 8,531 1,463,362 Ending Balance at September 30, 2021 $ 66,277 $ 171,151 $ 127,352 $ 311,897 $ 711,908 $ 76,522 $ 8,709 $ 1,473,816 The increase in the allowance for loan loss balance for the residential 1 to 4 family portfolio segment for the nine months ended September 30, 2021 is mainly due to loan growth. The increase in the allowance for loan loss balance for the commercial owner occupied portfolio segment is mainly due to increase in the non-performing loan balance. The decrease in the allowance for loan loss balance for the residential multifamily portfolio segment for the nine months ended September 30, 2021 is due to the decrease in loan balance. Impaired Loans A loan is considered impaired when, based on the current information and events, it is probable that the Company will be unable to collect the payments of principal and interest as of the date such payments were due. Loans are placed on non-accrual status when, in management's opinion, the borrower may be unable to meet payment obligations as they become due, as well as when a loan is 90 days past due, unless the loan is well secured and in the process of collection, as required by regulatory provisions. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. All our impaired loans are assessed for recoverability based on an independent third-party full appraisal to determine the net realizable value (“NRV”) based on the fair value of the underlying collateral, less cost to sell and other costs or the present value of discounted cash flows in the case of certain impaired loans that are not collateral dependent. 15 The following tables provide further detail on impaired loans and the associated ALLL at September 30, 2022 and December 31, 2021: September 30, 2022 Recorded Investment Unpaid Principal Balance Related Allowance (Dollars in thousands) With no related allowance recorded: Commercial and Industrial $ — $ — $ — Construction 1,139 5,856 — Real Estate Mortgage: Commercial – Owner Occupied 988 988 — Commercial – Non-owner Occupied 14,553 14,553 — Residential – 1 to 4 Family 163 163 — Residential – Multifamily — — — Consumer 70 70 — 16,913 21,630 — With an allowance recorded: Commercial and Industrial — — — Construction — — — Real Estate Mortgage: Commercial – Owner Occupied 189 189 4 Commercial – Non-owner Occupied 5,102 5,102 125 Residential – 1 to 4 Family 257 257 20 Residential – Multifamily — — — Consumer — — — 5,548 5,548 149 Total: Commercial and Industrial — — — Construction 1,139 5,856 — Real Estate Mortgage: Commercial – Owner Occupied 1,177 1,177 4 Commercial – Non-owner Occupied 19,655 19,655 125 Residential – 1 to 4 Family 420 420 20 Residential – Multifamily — — — Consumer 70 70 — $ 22,461 $ 27,178 $ 149 16 December 31, 2021 Recorded Investment Unpaid Principal Balance Related Allowance (Dollars in thousands) With no related allowance recorded: Commercial and Industrial $ 216 $ 216 $ — Construction — — — Real Estate Mortgage: Commercial – Owner Occupied 2,170 2,170 — Commercial – Non-owner Occupied 242 242 — Residential – 1 to 4 Family 465 599 — Residential – Multifamily — — — Consumer — — — 3,093 3,227 — With an allowance recorded: Commercial and Industrial 8 16 8 Construction 1,139 5,856 300 Real Estate Mortgage: Commercial – Owner Occupied 199 199 5 Commercial – Non-owner Occupied 5,335 5,335 218 Residential – 1 to 4 Family 528 528 60 Residential – Multifamily — — — Consumer — — — 7,209 11,934 591 Total: Commercial and Industrial 224 232 8 Construction 1,139 5,856 300 Real Estate Mortgage: Commercial – Owner Occupied 2,369 2,369 5 Commercial – Non-owner Occupied 5,577 5,577 218 Residential – 1 to 4 Family 993 1,127 60 Residential – Multifamily — — — Consumer — — — $ 10,302 $ 15,161 $ 591 17 The following table presents by loan portfolio class, the average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized (Dollars in thousands) Commercial and Industrial $ 79 $ — $ 48 $ — Construction 1,139 — 1,290 — Real Estate Mortgage: Commercial – Owner Occupied 1,770 4 2,446 3 Commercial – Non-owner Occupied 12,510 67 5,651 123 Residential – 1 to 4 Family 455 6 1,332 8 Residential – Multifamily — — — — Consumer 70 — 178 2 Total $ 16,023 $ 77 $ 10,945 $ 136 Nine Months Ended September 30, 2022 2021 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized (Dollars in thousands) Commercial and Industrial $ 143 $ — $ 51 $ — Construction 1,139 — 1,365 — Real Estate Mortgage: Commercial – Owner Occupied 2,069 29 2,449 6 Commercial – Non-owner Occupied 8,991 580 5,673 135 Residential – 1 to 4 Family 573 14 1,496 26 Residential – Multifamily — — — — Consumer 35 1 178 4 Total $ 12,950 $ 624 $ 11,212 $ 171 Troubled debt restructuring (TDRs) We reported performing TDR loans (not reported as non-accrual loans) of $ 5.5 million and $ 6.0 million, respectively, at September 30, 2022 and December 31, 2021. Nonperforming TDR loans were zero at September 30, 2022 and December 31, 2021, respectively. There were no new loans modified as a TDR and no additional commitments to lend additional funds to debtors whose loans have been modified in TDRs for the three and nine months ended September 30, 2022 and the year ended December 31, 2021, respectively. A TDR is a loan the terms of which have been restructured in a manner that grants a concession to a borrower experiencing financial difficulty. TDRs result from our loss mitigation activities that include rate reductions, extension of maturity, or a combination of both, which are intended to minimize economic loss and to avoid foreclosure or repossession of collateral. TDRs are classified as impaired loans and are included in the impaired loan disclosures. TDRs are also evaluated to determine whether they should be placed on non-accrual status. Once a loan becomes a TDR, it will continue to be reported as a TDR until it is repaid in full, foreclosed, sold or it meets the criteria to be removed from TDR status. At the time a loan is modified in a TDR, we consider the following factors to determine whether the loan should accrue interest: 18 • Whether there is a period of current payment history under the current terms, typically 6 months; • Whether the loan is current at the time of restructuring; and • Whether we expect the loan to continue to perform under the restructured terms with a debt coverage ratio that complies with the Bank’s credit underwriting policy of 1.25 times debt service. TDRs are generally included in nonaccrual loans and may return to performing status after a minimum of six consecutive monthly payments under restructured terms and also meeting other performance indicators. We review the financial performance of the borrower over the past year to be reasonably assured of repayment and performance according to the modified terms. This review consists of an analysis of the borrower’s historical results; the borrower’s projected results over the next four quarters; and current financial information of the borrower and any guarantors. The projected repayment source needs to be reliable, verifiable, quantifiable and sustainable. At the time of restructuring, the amount of the loan principal for which we are not reasonably assured of repayment is charged-off, but not forgiven. All TDRs are also reviewed quarterly to determine the amount of any impairment. The nature and extent of impairment of TDRs, including those that have experienced a subsequent default, is considered in the determination of an appropriate level of allowance for loan losses. For TDR loans, we had specific reserves of $ 149,000 and $ 254,000 in the allowance at September 30, 2022 and December 31, 2021, respectively. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and result in potential incremental losses. These potential incremental losses have been factored into our overall allowance for loan losses estimate. Credit Quality Indicators : As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management tracks certain credit quality indicators including trends related to the risk grades of loans, the level of classified loans, net charge-offs, nonperforming loans (see details above) and the general economic conditions in the region. The Company utilizes a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 7. Grades 1 through 4 are considered “Pass”. A description of the general characteristics of the seven risk grades is as follows: 1. Good : Borrower exhibits the strongest overall financial condition and represents the most creditworthy profile. 2. Satisfactory (A) : Borrower reflects a well-balanced financial condition, demonstrates a high level of creditworthiness and typically will have a strong banking relationship with the Bank. 3. Satisfactory (B) : Borrower exhibits a balanced financial condition and does not expose the Bank to more than a normal or average overall amount of risk. Loans are considered fully collectable. 4. Watch List : Borrower reflects a fair financial condition, but there exists an overall greater than average risk. Risk is deemed acceptable by virtue of increased monitoring and control over borrowings. Probability of timely repayment is present. 5. Other Assets Especially Mentioned (OAEM) : Financial condition is such that assets in this category have a potential weakness or pose unwarranted financial risk to the Bank even though the asset value is not currently impaired. The asset does not currently warrant adverse classification but if not corrected could weaken and could create future increased risk exposure. Includes loans that require an increased degree of monitoring or servicing as a result of internal or external changes. 6. Substandard : This classification represents more severe cases of #5 (OAEM) characteristics that require increased monitoring. Assets are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Assets are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral. Asset has a well-defined weakness or weaknesses that impairs the ability to repay debt and jeopardizes the timely liquidation or realization of the collateral at the asset’s net book value. 7. Doubtful : Assets which have all the weaknesses inherent in those assets classified #6 (Substandard) but the risks are more severe relative to financial deterioration in capital and/or asset value; accounting/evaluation techniques may be questionable and the overall possibility for collection in full is highly improbable. Borrowers in this category require constant monitoring, are considered work-out loans and present the potential for future loss to the Bank. 19 An analysis of the credit risk profile by internally assigned grades as of September 30, 2022 and December 31, 2021 is as follows: At September 30, 2022 Pass OAEM Substandard Doubtful Total (Dollars in thousands) Commercial and Industrial $ 29,407 $ — $ — $ — $ 29,407 Construction 192,972 — 1,139 — 194,111 Real Estate Mortgage: Commercial – Owner Occupied 126,089 3,029 988 — 130,106 Commercial – Non-owner Occupied 332,990 — 14,553 — 347,543 Residential – 1 to 4 Family 892,825 — 163 — 892,988 Residential – Multifamily 78,162 — — — 78,162 Consumer 6,970 — 70 — 7,040 Total $ 1,659,415 $ 3,029 $ 16,913 $ — $ 1,679,357 At December 31, 2021 Pass OAEM Substandard Doubtful Total (Dollars in thousands) Commercial and Industrial $ 56,927 $ — $ 224 $ — $ 57,151 Construction 152,938 — 1,139 — 154,077 Real Estate Mortgage: Commercial – Owner Occupied 118,473 3,029 2,170 — 123,672 Commercial – Non-owner Occupied 291,864 14,380 242 — 306,486 Residential – 1 to 4 Family 749,904 — 621 — 750,525 Residential – Multifamily 84,964 — — — 84,964 Consumer 7,972 — — — 7,972 Total $ 1,463,042 $ 17,409 $ 4,396 $ — $ 1,484,847 20 NOTE 5. EARNINGS PER SHARE (“EPS”) The following tables set forth the calculation of basic and diluted EPS for the three and nine-month periods ended September 30, 2022 and 2021. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (Dollars in thousands except share and per share data) Basic earnings per common share Net income available to the Company $ 10,540 $ 10,501 $ 31,369 $ 30,687 Less: Dividend on series B preferred stock ( 7 ) ( 7 ) ( 20 ) ( 21 ) Net income available to common shareholders 10,533 10,494 31,349 30,666 Basic weighted-average common shares outstanding 11,919,472 11,893,323 11,913,085 11,885,709 Basic earnings per common share $ 0.88 $ 0.88 $ 2.63 $ 2.58 Diluted earnings per common share Net income available to common shares $ 10,533 $ 10,494 $ 31,349 $ 30,666 Add: Dividend on series B preferred stock 7 7 20 21 Net income available to diluted common shares 10,540 10,501 31,369 30,687 Basic weighted-average common shares outstanding 11,919,472 11,893,323 11,913,085 11,885,709 Dilutive potential common shares 250,672 232,305 265,487 229,680 Diluted weighted-average common shares outstanding 12,170,144 12,125,628 12,178,572 12,115,389 Diluted earnings per common share $ 0.87 $ 0.87 $ 2.58 $ 2.53 NOTE 6. FAIR VALUE Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures (Topic 820) of FASB Accounting Standards Codification, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Fair value is a market-based measurement, not an entity-specific measurement. The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. In accordance with this guidance, the Company groups its assets and liabilities carried at fair value in three levels as follows: 21 Level 1 Input: 1) Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs: 1) Quoted prices for similar assets or liabilities in active markets. 2) Quoted prices for identical or similar assets or liabilities in markets that are not active. 3) Inputs other than quoted prices that are observable, either directly or indirectly, for the term of the asset or liability (e.g., interest rates, yield curves, credit risks, prepayment speeds or volatilities) or “market corroborated inputs.” Level 3 Inputs: 1) Prices or valuation techniques that require inputs that are both unobservable (i.e. supported by little or no market activity) and that are significant to the fair value of the assets or liabilities. 2) These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Fair Value on a Recurring Basis: The following is a description of the Company’s valuation methodologies for assets carried at fair value on a recurring basis. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes that its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting measurement date. Investments in Available for Sale Securities: Where quoted prices are available in an active market, securities or other assets are classified in Level 1 of the valuation hierarchy. If quoted market prices are not available for the specific security or available for sale loans, then fair values are provided by independent third-party valuation services. These valuation services estimate fair values using pricing models and other accepted valuation methodologies, such as quotes for similar securities and observable yield curves and spreads. As part of the Company’s overall valuation process, management evaluates these third-party methodologies to ensure that they are representative of exit prices in the Company’s principal markets. For loans held for sale, the fair value represents the value of the guaranteed portion of the SBA loans pending settlement. There were no loans held for sale at September 30, 2022 and December 31, 2021. Securities in Level 2 include mortgage-backed securities, corporate debt obligations, and collateralized mortgage-backed securities. The table below presents the balances of assets and liabilities measured at fair value on a recurring basis. Financial Assets Level 1 Level 2 Level 3 Total (Dollars in thousands) Available for Sale Securities As of September 30, 2022 Corporate debt obligations $ — $ 500 $ — $ 500 Residential mortgage-backed securities — 9,289 — 9,289 Collateralized mortgage-backed securities — 1 — 1 Total $ — $ 9,790 $ — $ 9,790 As of December 31, 2021 Corporate debt obligations $ — $ 500 $ — $ 500 Residential mortgage-backed securities — 12,843 — 12,843 Collateralized mortgage-backed securities — 8 — 8 Total $ — $ 13,351 $ — $ 13,351 22 For the nine months ended September 30, 2022, there were no transfers between the levels within the fair value hierarchy. There were no level 3 assets or liabilities held during the three and nine months ended September 30, 2022 and 2021. Fair Value on a Non-recurring Basis: Certain assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial Assets Level 1 Level 2 Level 3 Total (Dollars in thousands) As of September 30, 2022 Collateral-dependent impaired loans $ — $ — $ 1,139 $ 1,139 OREO — — 1,922 1,922 As of December 31, 2021 Collateral-dependent impaired loans $ — $ — $ 1,139 $ 1,139 OREO — — 1,654 1,654 All collateral-dependent impaired loans have an independent third-party full appraisal to determine the NRV based on the fair value of the underlying collateral, less cost to sell (a range of 5 % to 10 %) and other costs, such as unpaid real estate taxes, that have been identified, or the present value of discounted cash flows in the case of certain impaired loans that are not collateral dependent. The appraisal will be based on an "as-is" valuation and will follow a reasonable valuation method that addresses the direct sales comparison, income, and cost approaches to market value, reconciles those approaches, and explains the elimination of each approach not used. Appraisals are updated every 12 months or sooner if we have identified possible further deterioration in value. OREO consists of real estate properties that are recorded at fair value based upon current appraised value, or agreements of sale, less estimated disposition costs using level 3 inputs. Properties are reappraised annually. Fair Value of Financial Instruments The Company discloses estimated fair values for its significant financial instruments in accordance with FASB ASC (Topic 825), “ Disclosures about Fair Value of Financial Instruments ”. The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. For certain financial assets and liabilities, carrying value approximates fair value due to the nature of the financial instrument. These instruments include cash and cash equivalents, accrued interest receivable, bank owned life insurance, restricted stock, demand and other non-maturity deposits and accrued interest payable, and they are considered to be level 1 measurements. The following table summarizes the carrying amounts and fair values for financial instruments that are not carried at fair value at September 30, 2022 and December 31, 2021: September 30, 2022 Carrying Amount Fair Value Total Level 1 Level 2 Level 3 (Dollars in thousands) Financial Assets: Investment securities HTM $ 9,575 $ 7,720 $ — $ 7,720 $ — Loans, net 1,648,368 1,583,190 — 1,558,076 25,114 Financial Liabilities: Time deposits $ 516,695 $ 520,306 $ — $ 520,306 $ — Borrowings $ 116,024 $ 115,222 $ — $ 115,222 $ — 23 December 31, 2021 Carrying Amount Fair Value Total Level 1 Level 2 Level 3 (Dollars in thousands) Financial Assets: Investment securities HTM 9,918 10,025 — 10,025 — Loans, net 1,455,002 1,440,398 — 1,430,686 9,712 Financial Liabilities: Time deposits $ 593,746 $ 597,791 $ — $ 597,791 $ — Borrowings $ 120,882 $ 117,636 $ — $ 117,636 $ — NOTE 7. COMMITMENTS AND CONTINGENCIES The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of these instruments reflect the extent of the Company’s involvement in these particular classes of financial instruments. The Company’s exposure to the maximum possible credit risk in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable; inventory; property, plant and equipment and income-producing commercial properties. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments to fund fixed-rate loans were immaterial at September 30, 2022. Variable-rate commitments are generally issued for less than one year and carry market rates of interest. Such instruments are not likely to be affected by annual rate caps triggered by rising interest rates. Management believes that off-balance sheet risk is not material to the results of operations or financial condition. As of September 30, 2022 and December 31, 2021, unused commitments to extend credit amounted to approximately $ 176.5 million and $ 117.7 million, respectively. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. As of September 30, 2022 and December 31, 2021, standby letters of credit with customers were $ 1.5 million and $ 1.5 million, respectively. On September 30, 2022, the Bank entered into an agreement with the FHLBNY for a Municipal Letter of Credit ("MLOC") of $ 50.0 million. The MLOC is used to pledge against public deposits and expires on December 30, 2022. There were no outstanding borrowings on the letter of credit as of September 30, 2022. The Company also has entered into an employment contract with the President of the Company, which provides for continued payment of certain employment salary and benefits prior to the expiration date of the agreement and in the event of a change in control, as defined. The Company has also entered in Change-in-Control Severance Agreements with certain officers which provide for the payment of severance in certain circumstances following a change in control. In 2021, cannabis in the State of New Jersey became legal for recreational use. An amendment legalizing cannabis became part of the New Jersey State Constitution , and enabling legislation and related bills were signed into law in 2021. The new law legalized and regulated cannabis use and possession for adults 21 years and older. The new law also clarifies marijuana and cannabis use and possession penalties for individuals younger than 21 years old. Retail sales of cannabis began in New Jersey in April 2022. We provide banking services to customers that are licensed by various States to do business in the cannabis industry as growers, processors and dispensaries and who participate in retail sales of cannabis in New Jersey. Cannabis businesses are legal under the laws of these States and now in New Jersey, although it is not legal under federal law. The U.S. Department of the Treasury’s 24 Financial Crimes Enforcement Network (“FinCEN”) published guidelines in 2014 for financial institutions servicing state legal cannabis businesses. A financial institution that provides services to cannabis-related businesses can comply with Bank Secrecy Act (“BSA”) disclosure standards by following the FinCEN guidelines. We maintain stringent written policies and procedures related to the acceptance of such businesses and to the monitoring and maintenance of such business accounts. We conduct a significant due diligence review of the cannabis business before the business is accepted, including confirmation that the business is properly licensed by the applicable state. Throughout the relationship, we continue monitoring the business, including site visits, to ensure that the business continues to meet our stringent requirements, including maintenance of required licenses and periodic financial reviews of the business. While we believe we are operating in compliance with the FinCEN guidelines, there can be no assurance that federal enforcement guidelines will not change. Federal prosecutors have significant discretion and there can be no assurance that the federal prosecutors will not choose to strictly enforce the federal laws governing cannabis. Any change in the Federal government’s enforcement position could cause us to immediately cease providing banking services to the cannabis industry. At September 30, 2022 and December 31, 2021, deposit balances from cannabis customers were approximately $ 208.1 million and $ 375.2 million, or 13.6 % and 21.2 % of total deposits, respectively, with two customers accounting for 42.7 % and 19.3 % of the total at September 30, 2022 and December 31, 2021. At September 30, 2022 and December 31, 2021, there were cannabis-related loans in the amounts of $ 3.9 million and $ 5.4 million, respectively. We recorded approximately $ 108 thousand and $ 336 thousand of interest income in the nine months ended September 30, 2022 and year ended December 31, 2021, respectively, related to these loans. Management identified information during the quarter, which indicated that a loss contingency event may be reasonably possible, however, an analysis of the situation through the subsequent events date of these financial statements indicated that the loss is neither probable or reasonably estimable. While the potential future liabilities could be material in the particular quarterly or annual periods in which they are recorded, based on information currently known, we did not believe an accrual was appropriate at this time. We accrue loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is estimated, and some amount within that range appears to be a better estimate than any other amount within that range, then that amount is accrued. If no amount within the range can be identified as a better estimate than any other amount, we accrue the minimum amount in the range. NOTE 8. REGULATORY MATTERS The leverage ratios of the Company and the Bank at September 30, 2022 are as follows: Regulatory Capital Compliance As of September 30, 2022 Actual For Capital Adequacy Purposes (Dollars in thousands except ratios) Amount Ratio Amount Ratio Company: Tier 1 leverage $ 271,347 14.03 % $ 174,108 9.00 % Parke Bank: Community Bank Leverage Ratio $ 300,171 15.52 % $ 174,072 9.00 % The Company and Bank's regulatory capital as of December 31, 2021, is presented in the following table. 25 As of December 31, 2021 Actual For Capital Adequacy Purposes* (Dollars in thousands except ratios) Amount Ratio Amount Ratio Company: Total risk-based capital $ 290,965 22.57 % $ 103,151 8.00 % Tier 1 risk-based capital 245,519 19.04 % 77,363 6.00 % Tier 1 leverage 245,519 11.49 % 85,494 4.00 % Tier 1 common equity 231,671 17.97 % 58,023 4.50 % Parke Bank: Tier 1 leverage 273,884 12.82 % 181,640 8.50 % * Combination of both community bank leverage approach and the regular rule of capital adequacy. 26