UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[☒ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2024
or
[☐ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 000-51338
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer”, “accelerated filer", “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [☐] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [☒ ] Emerging growth company [☐ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [☐ ] No [☒ ]
As of May 3, 2024, there were 11,962,821 shares of the registrant's common stock ($0.10 par value) outstanding.
INDEX
| Page | ||||||||
| Part I | FINANCIAL INFORMATION | |||||||
| Item 1. | Financial Statements | |||||||
| Item 2. | ||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 4. | Controls and Procedures | |||||||
| Part II | OTHER INFORMATION | |||||||
| Item 1. | Legal Proceedings | |||||||
| Item 1A. | Risk Factors | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| Item 3. | Defaults Upon Senior Securities | |||||||
| Item 4. | Mine Safety Disclosures | |||||||
| Item 5. | Other Information | |||||||
| Item 6. | Exhibits | |||||||
| SIGNATURES | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Parke Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
(unaudited)
(Dollars in thousands except per share data)
| March 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Cash and due from banks | $ | $ | |||||||||
| Interest bearing deposits with banks | |||||||||||
Cash and cash equivalents | |||||||||||
| Investment securities available for sale, at fair value | |||||||||||
Investment securities held to maturity, net of allowance for credit losses of $ | |||||||||||
| Total investment securities | |||||||||||
| Loans, net of unearned income | |||||||||||
| Less: Allowance for credit losses | ( | ( | |||||||||
Net loans | |||||||||||
| Accrued interest receivable | |||||||||||
| Premises and equipment, net | |||||||||||
| Restricted stock | |||||||||||
| Bank owned life insurance (BOLI) | |||||||||||
| Deferred tax asset | |||||||||||
| Other real estate owned (OREO) | |||||||||||
| Other | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Liabilities | |||||||||||
Deposits | |||||||||||
Noninterest-bearing deposits | $ | $ | |||||||||
Interest-bearing deposits | |||||||||||
Total deposits | |||||||||||
FHLBNY borrowings | |||||||||||
Subordinated debentures | |||||||||||
Accrued interest payable | |||||||||||
Other | |||||||||||
Total liabilities | |||||||||||
| Shareholders' Equity | |||||||||||
Preferred stock, | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying notes to the unaudited 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 March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Interest income: | |||||||||||
| Interest and fees on loans | $ | $ | |||||||||
| Interest and dividends on investments | |||||||||||
| Interest on deposits with banks | |||||||||||
| Total interest income | |||||||||||
| Interest expense: | |||||||||||
| Interest on deposits | |||||||||||
| Interest on borrowings | |||||||||||
| Total interest expense | |||||||||||
| Net interest income | |||||||||||
| Provision for (recovery of) credit losses | ( | ||||||||||
| Net interest income after provision for (recovery of) credit losses | |||||||||||
| Non-interest income | |||||||||||
| Service fees on deposit accounts | |||||||||||
| Other loan fees | |||||||||||
| Bank owned life insurance income | |||||||||||
| Other | |||||||||||
| Total non-interest income | |||||||||||
| Non-interest expense | |||||||||||
| Compensation and benefits | |||||||||||
| Professional services | |||||||||||
| Occupancy and equipment | |||||||||||
| Data processing | |||||||||||
| FDIC insurance and other assessments | |||||||||||
| OREO expense | |||||||||||
| Other operating expense | |||||||||||
| Total non-interest expense | |||||||||||
| Income before income tax expense | |||||||||||
| Income tax expense | |||||||||||
| Net income attributable to Company | |||||||||||
| Less: Preferred stock dividend | ( | ( | |||||||||
| Net income available to common shareholders | $ | $ | |||||||||
| Earnings per common share | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average common shares outstanding | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See accompanying notes to the unaudited consolidated financial statements
2
Parke Bancorp Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands)
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net income attributable to the Company | $ | $ | |||||||||
| Unrealized (loss) gain on investment securities | ( | ||||||||||
| Tax impact on unrealized loss (gain) | ( | ||||||||||
| Total unrealized (loss) gain on investment securities | ( | ||||||||||
| Comprehensive income attributable to the Company | $ | $ | |||||||||
See accompanying notes to the unaudited consolidated financial statements
3
Parke Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
(Dollars in thousands except share data)
Three-months ended March 31, 2024 and 2023
| Shares of Preferred Stock Outstanding | Preferred Stock | Shares of Common Stock issued | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock options exercised | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividend on preferred stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividend on common stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividend on preferred stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividend on common stock ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements
4
Parke Bancorp Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
| For the Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for (recovery of) credit losses | ( | ||||||||||
| Increase in value of bank owned life insurance | ( | ( | |||||||||
| Net accretion of purchase premiums and discounts on securities | ( | ( | |||||||||
| Stock based compensation | |||||||||||
| Net changes in: | |||||||||||
| Decrease in accrued interest receivable and other assets | |||||||||||
| Increase in accrued interest payable and other accrued liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Repayments and maturities of investment securities available for sale | |||||||||||
| Repayments and maturities of investment securities held to maturity | |||||||||||
| Net decrease (increase) in loans | ( | ||||||||||
| (Purchases) sales of bank premises and equipment | ( | ||||||||||
| Redemptions of restricted stock | |||||||||||
| Purchases of restricted stock | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Cash dividends | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Decrease in FHLBNY long-term borrowings | ( | ||||||||||
| Net increase in FHLBNY short-term borrowings | |||||||||||
| Net decrease in noninterest-bearing deposits | ( | ( | |||||||||
| Net increase (decrease) in interest-bearing deposits | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and Cash Equivalents, January 1, | |||||||||||
| Cash and Cash Equivalents, March 31, | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
| Non-cash Investing and Financing Items | |||||||||||
| Loans transferred to OREO | $ | $ | |||||||||
| Accrued dividends payable | $ | $ | |||||||||
See accompanying notes to the unaudited consolidated financial statements
5
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. The Bank also has a loan office located at 1817 East Venango 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). 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, 2023. The accompanying interim financial statements for the three months ended March 31, 2024 and 2023 are unaudited. The balance sheet as of December 31, 2023, 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 months ended March 31, 2024 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 credit losses, the valuation of deferred income taxes, and the carrying value of other real estate owned ("OREO").
Recently Issued Accounting Pronouncements:
In March 2020, the FASB issued ASU No. 2020.-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance to entities for a limited period of time to ease the transition in accounting for and recognizing the effects of reference rate reform on financial reporting. Under the guidance, modifications of contracts due to reference rate reform will not require contract remeasurement or reassessment of a previous accounting determination. For hedge accounting, modification of critical terms of the hedge due to changes in reference rate reform will not affect hedge accounting or de-designate the hedging relationship. The guidance also provides specific expedients for fair value hedges, cash flow hedges, and excluded components. Further, the guidance provides a one-time election to sell or transfer held to maturity debt securities that are affected by the reference rate change. The guidance is effective upon issuance through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the sunset (or expiration) date of Accounting Standards Codification (ASC) Topic 848 to December 31, 2024. This gives reporting entities two additional years to apply the accounting relief provided under ASC Topic 848 for matters related to reference rate reform. ASU 2022-06 is effective for all reporting entities immediately upon issuance and must be applied on a prospective basis. The Company does not expect the application of this guidance to have a material impact on the Consolidated Financial Statements.
6
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 March 31, 2024 and December 31, 2023:
| As of March 31, 2024 | Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Available for sale: | |||||||||||||||||||||||
| Residential mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| Total available for sale | $ | $ | $ | $ | |||||||||||||||||||
| Held to maturity: | |||||||||||||||||||||||
| Residential mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| States and political subdivisions | |||||||||||||||||||||||
| Total held to maturity | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2023 | Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Available for sale: | |||||||||||||||||||||||
| Residential mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| Total available for sale | $ | $ | $ | $ | |||||||||||||||||||
| Held to maturity: | |||||||||||||||||||||||
| Residential mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| States and political subdivisions | |||||||||||||||||||||||
| Total held to maturity | $ | $ | $ | $ | |||||||||||||||||||
7
The amortized cost and fair value of debt securities classified as available for sale and held to maturity, by contractual maturity as of March 31, 2024 are as follows:
| Amortized Cost | Fair Value | ||||||||||
| (Dollars in thousands) | |||||||||||
| Available for sale: | |||||||||||
| Due within one year | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| Total available for sale | $ | $ | |||||||||
| Held to maturity: | |||||||||||
| Due within one year | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| Total held to maturity | $ | $ | |||||||||
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.
The Company did not sell any securities during the three months ended March 31, 2024. The following tables show the gross unrealized losses and fair value of the Company's available for sale investments for which an allowance for credit losses has not been recorded, which are aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2024 and December 31, 2023:
| As of March 31, 2024 | 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total available for sale | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| As of December 31, 2023 | 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 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total available for sale | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The Company’s unrealized loss for the debt securities is comprised of 8 securities in the less than 12 months loss position and 20 securities in the 12 months or greater loss position at March 31, 2024. 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 credit losses at March 31, 2024.
8
NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
At March 31, 2024 and December 31, 2023, the Company had $1.79 billion and $1.79 billion, respectively, in loans receivable outstanding. Outstanding balances include $2.4 million and $2.7 million at March 31, 2024 and December 31, 2023, respectively, for net deferred loan costs, and unamortized discounts.
The portfolio segments of loans receivable at March 31, 2024 and December 31, 2023, consist of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Commercial and Industrial | $ | $ | |||||||||
| Construction | |||||||||||
| Real Estate Mortgage: | |||||||||||
| Commercial – Owner Occupied | |||||||||||
| Commercial – Non-owner Occupied | |||||||||||
| Residential – 1 to 4 Family | |||||||||||
| Residential – 1 to 4 Family Investment | |||||||||||
| Residential – Multifamily | |||||||||||
| Consumer | |||||||||||
| Total Loan receivable | |||||||||||
| Allowance for credit losses on loans | ( | ( | |||||||||
| Total loan receivable, net of allowance for credit losses on loans | $ | $ | |||||||||
An age analysis of past due loans by class at March 31, 2024 and December 31, 2023 is as follows:
| March 31, 2024 | 30-59 Days Past Due | 60-89 Days Past Due | Greater than 90 Days | Total Past Due | Current | Total Loans | |||||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| Commercial and Industrial | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Construction | |||||||||||||||||||||||||||||||||||
| Real Estate Mortgage: | |||||||||||||||||||||||||||||||||||
| Commercial – Owner Occupied | |||||||||||||||||||||||||||||||||||
| Commercial – Non-owner Occupied | |||||||||||||||||||||||||||||||||||
| Residential – 1 to 4 Family | |||||||||||||||||||||||||||||||||||
| Residential – 1 to 4 Family Investment | |||||||||||||||||||||||||||||||||||
| Residential – Multifamily | |||||||||||||||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||||||||||||||
| Total Loans | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
9
| December 31, 2023 | 30-59 Days Past Due | 60-89 Days Past Due | Greater than 90 Days | Total Past Due | Current | Total Loans | |||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Commercial and Industrial | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Construction | |||||||||||||||||||||||||||||||||||
| Real Estate Mortgage: | |||||||||||||||||||||||||||||||||||
Commercial – Owner Occupied | |||||||||||||||||||||||||||||||||||
Commercial – Non-owner Occupied | |||||||||||||||||||||||||||||||||||
Residential – 1 to 4 Family | |||||||||||||||||||||||||||||||||||
| Residential – 1 to 4 Family Investment | |||||||||||||||||||||||||||||||||||
Residential – Multifamily | |||||||||||||||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||||||||||||||
| Total Loans | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The following table provides the amortized cost of loans on nonaccrual status:
| March 31, 2024 | ||||||||||||||||||||||||||||||||
| (amounts in thousands) | Nonaccrual with no ACL | Nonaccrual with ACL | Total Nonaccrual | Loans Past Due Over 90 Days Still Accruing | Total Nonperforming | |||||||||||||||||||||||||||
| Commercial and Industrial | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||||||||
| Commercial - Owner Occupied | ||||||||||||||||||||||||||||||||
| Commercial - Non-owner Occupied | ||||||||||||||||||||||||||||||||
| Residential - 1 to 4 Family | ||||||||||||||||||||||||||||||||
| Residential - 1 to 4 Family Investment | ||||||||||||||||||||||||||||||||
| Residential - Multifamily | ||||||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
10
| December 31, 2023 | ||||||||||||||||||||||||||||||||
| (amounts in thousands) | Nonaccrual with no ACL | Nonaccrual with ACL | Total Nonaccrual | Loans Past Due Over 90 Days Still Accruing | Total Nonperforming | |||||||||||||||||||||||||||
| Commercial and Industrial | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||||||||
| Commercial - Owner Occupied | ||||||||||||||||||||||||||||||||
| Commercial - Non-owner Occupied | ||||||||||||||||||||||||||||||||
| Residential - 1 to 4 Family | ||||||||||||||||||||||||||||||||
| Residential - 1 to 4 Family Investment | ||||||||||||||||||||||||||||||||
| Residential - Multifamily | ||||||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Allowance For Credit Losses (ACL)
We maintain the ACL at a level that we believe to be appropriate to absorb estimated credit losses in the loan portfolios as of the balance sheet date. We established our allowance in accordance with guidance provided in Accounting Standard Codification ("ASC") - Financial Instruments - Credit Losses ("ASC 326").
The allowance for credit losses represents management’s estimate of expected losses inherent in the Company’s lending activities excluding loans accounted for under fair value. The allowance for credit losses is maintained through charges to the provision for credit losses in the Consolidated Statements of Income as expected losses are estimated. 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 credit losses includes a general component and an asset-specific component for collateral-dependent loans. To determine the asset-specific component of the allowance, the loans are evaluated individually based on the fair value of the underlying collateral. The Company generally measures the asset-specific allowance as the difference between the net realizable value of loan collateral and the recorded investment of a loan.
The general component of the allowance evaluates the impairments of pools of the loan portfolio collectively. It incorporates a historical valuation allowance and qualitative allowance. The historical valuation utilizes a vintage loss rate approach utilizing a third party software model. The vintage loss rate approach creates pools of loans based on the segments defined by management, and consists of commercial and industrial, construction, commercial - owner occupied, commercial - non-owner occupied, residential - 1 to 4 family, residential - 1 to 4 family investment, residential - multifamily, and consumer. The loan pools are aggregated by origination year. Charge-offs, net of recoveries, are allocated by the year of charge-off to each loan pool. An average life is prescribed to a pool of loans that were originated in a particular year. The actual charge-offs as a percent of total loans are calculated for each historical year, and projected for future years for each year within the average life time horizon. The sum of the actual charge-offs and projected charge-offs are divided by the average amortized origination amount for each respective year. Those charge-off percentages are added together to obtain an aggregated vintage loss percentage which is then multiplied by the outstanding loan balances to obtain a reserve requirement.
The qualitative allowance component 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.
11
The Company has elected to exclude accrued interest receivable from the measurement of the ACL. When a loan is placed on non-accrual status, any outstanding accrued interest is generally reversed against interest income.
The process of determining the level of the allowance for credit losses requires a high degree of estimate and judgment. It is reasonably possible that actual outcomes may differ from our estimates.
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted through the provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. At March 31, 2024 and December 31, 2023, the allowance for credit losses on off-balance sheet credit exposures was $938.0 thousand and $499 thousand, respectively.
The following tables present the information regarding the allowance for credit losses for the three months ended March 31, 2024 and 2023:
| Real Estate Mortgage | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial | Construction | Commercial Owner Occupied | Commercial Non-owner Occupied | Residential 1 to 4 Family | Residential 1 to 4 Family Investment | Residential Multifamily | Consumer | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three months ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions (benefits) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ending Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
During the quarter, the increase to the Residential Multifamily portfolio was due to an increase in the portfolio balance that increased the loan exposure and also caused changes to the qualitative factors related to concentration levels within the portfolio segments. The increase to the Residential 1 to 4 Family Investment portfolio is driven by changes to the qualitative factors related to concentration levels within the portfolio segments. The provision benefit during the quarter to the Commercial Non-owner Occupied segment was mainly due to a decrease in the problem loan balance as well as a decrease in the portfolio balance.
| Real Estate Mortgage | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial | Construction | Commercial Owner Occupied | Commercial Non-owner Occupied | Residential 1 to 4 Family | Residential 1 to 4 Family Investment | Residential Multifamily | Consumer | Total | |||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended March 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Impact of adoption of ASC 326 | ( | ( | ( | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions (benefits) | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Ending Balance at March 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
12
During the quarter, the credit provisions to the Construction, Commercial Non-owner Occupied, and Residential 1-4 Family Investment segments were largely driven by declines or slowdowns to growth within the portfolio that lowered the loan exposure and also caused changes to the qualitative factors related to loan volume within the portfolio segments. The credit provision to the Commercial Owner Occupied segment was largely driven by a reduction in other assets especially mentioned ("OAEM") loans during the quarter, partially offset by an increase in loan volume.
Collateral-Dependent Loans
The following table presents the collateral-dependent loans by portfolio segment and collateral type at March 31, 2024:
| (amounts in thousands) | Real Estate | Business Assets | Other | |||||||||||||||||
| Commercial and Industrial | $ | $ | $ | |||||||||||||||||
| Construction | ||||||||||||||||||||
| Commercial - Owner Occupied | ||||||||||||||||||||
| Commercial - Non-owner Occupied | ||||||||||||||||||||
| Residential - 1 to 4 Family | ||||||||||||||||||||
| Residential - 1 to 4 Family Investment | ||||||||||||||||||||
| Residential - Multifamily | ||||||||||||||||||||
| Consumer | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
The following table presents the collateral-dependent loans by portfolio segment and collateral type at December 31, 2023:
| (amounts in thousands) | Real Estate | Business Assets | Other | |||||||||||||||||
| Commercial and Industrial | $ | $ | $ | |||||||||||||||||
| Construction | ||||||||||||||||||||
| Commercial - Owner Occupied | ||||||||||||||||||||
| Commercial - Non-owner Occupied | ||||||||||||||||||||
| Residential - 1 to 4 Family | ||||||||||||||||||||
| Residential - 1 to 4 Family Investment | ||||||||||||||||||||
| Residential - Multifamily | ||||||||||||||||||||
| Consumer | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
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.
13
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 individually evaluated. 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.
The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses, as of March 31, 2024.
| (Dollars in thousands) | Term Loans Amortized Cost Basis by Origination Year | Revolving Loans at Amortized Cost Basis | ||||||||||||||||||||||||
As of March 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total | |||||||||||||||||||
| Commercial and Industrial | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Construction | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial – Owner Occupied | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial – Non-owner Occupied | ||||||||||||||||||||||||||
14
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential – 1 to 4 Family | ||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nonperforming | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential – 1 to 4 Family Investment | ||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nonperforming | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential – Multifamily | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | $ | |||||||||||||||||||||||||
| Substandard | $ | |||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nonperforming | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
As of March 31, 2024, the Company was in the process of foreclosing on $6.4 million in loans, consisting of 12 residential 1 to 4 family loans with a principal balance of $2.0 million, two commercial - owner occupied loans with a principal balance of $1.1 million, and three commercial - non-owner occupied loans with a principal balance of $3.3 million.
15
The following tables provide an analysis of loans by portfolio segment based on the credit quality indicators used to determine the allowance for credit losses, as of December 31, 2023.
| (Dollars in thousands) | Term Loans Amortized Cost Basis by Origination Year | Revolving Loans at Amortized Cost Basis | ||||||||||||||||||||||||
As of December 31, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total | |||||||||||||||||||
| Commercial and Industrial | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Construction | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial – Owner Occupied | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial – Non-owner Occupied | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | ||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential – 1 to 4 Family | ||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nonperforming | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential – 1 to 4 Family Investment | ||||||||||||||||||||||||||
16
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nonperforming | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential – Multifamily | ||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| OAEM | $ | |||||||||||||||||||||||||
| Substandard | $ | |||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||
| Performing | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nonperforming | ||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Modifications to Borrowers Experiencing Financial Difficulty
At March 31, 2024, the Company did not make any modifications to borrowers experiencing financial difficulty.
17
NOTE 5. EARNINGS PER SHARE (“EPS”)
The following tables set forth the calculation of basic and diluted EPS for the three-month periods ended March 31, 2024 and 2023.
| Three months ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (Dollars in thousands except share and per share data) | |||||||||||
| Basic earnings per common share | |||||||||||
| Net income available to the Company | $ | $ | |||||||||
| Less: Dividend on series B preferred stock | ( | ( | |||||||||
| Net income available to common shareholders | |||||||||||
| Basic weighted-average common shares outstanding | |||||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | |||||||||||
| Net income available to common shares | $ | $ | |||||||||
| Add: Dividend on series B preferred stock | |||||||||||
| Net income available to diluted common shares | |||||||||||
| Basic weighted-average common shares outstanding | |||||||||||
| Dilutive potential common shares | |||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||
| Diluted earnings per common share | $ | $ | |||||||||
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. 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:
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.
18
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. Securities in Level 2 include mortgage-backed securities, and corporate debt obligations.
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 March 31, 2024 | ||||||||||||||||||||||||||
| Residential mortgage-backed securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||||||||||||
| Residential mortgage-backed securities | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
For the three months ended March 31, 2024, there were no transfers between the levels within the fair value hierarchy. There were no level 3 assets or liabilities held during the three months ended March 31, 2024 and 2023.
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 March 31, 2024 | ||||||||||||||||||||||||||
| Collateral-dependent loans | $ | $ | $ | $ | ||||||||||||||||||||||
| OREO | ||||||||||||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||||||||||||
| Collateral-dependent loans | $ | $ | $ | $ | ||||||||||||||||||||||
| OREO | ||||||||||||||||||||||||||
Collateral-dependent loans are those loans that are accounted for under ASC 326, Financial Instruments - Credit Losses ("ASC 326"), in which the Bank has measured impairment generally based on the fair value of the loan’s collateral. Fair value is
19
generally determined based upon independent third-party appraisals of the properties that collateralize the loans. These assets are generally classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
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, Federal Home Loan Bank of New York ("FHLBNY") 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 March 31, 2024 and December 31, 2023:
| March 31, 2024 | Carrying Amount | Fair Value | |||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Investment securities HTM | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans, net | |||||||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||
| Time deposits | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Borrowings | |||||||||||||||||||||||||||||
| December 31, 2023 | Carrying Amount | Fair Value | |||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Investment securities HTM | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans, net | |||||||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||
| Time deposits | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Borrowings | |||||||||||||||||||||||||||||
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
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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 March 31, 2024. 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. As of March 31, 2024 and December 31, 2023, unused commitments to extend credit amounted to approximately $112.8 million and $93.8 million, respectively. At March 31, 2024 and December 31, 2023, the allowance for credit losses on off-balance sheet credit exposures was $938.0 thousand and $499 thousand, 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 March 31, 2024 and December 31, 2023, standby letters of credit with customers were $1.5 million and $1.5 million, respectively.
On March 20, 2024, the Bank entered into an agreement with the FHLBNY for a Municipal Letter of Credit ("MLOC") of $60.0 million. The MLOC is used to pledge against public deposits and the MLOC expires on June 25, 2024. There were no outstanding borrowings on the letters of credit as of March 31, 2024.
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.
We provide banking services to customers that are licensed by various States to do business in the cannabis industry as growers, processors and dispensaries. Cannabis businesses are legal in these States, although they are not legal at the federal level. The U.S. Department of the Treasury’s 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Throughout this report, "Parke Bancorp" and "the Company" refer to Parke Bancorp Inc., and its consolidated subsidiaries. The Company is collectively referred to as "we", "us" or "our". Parke Bank is referred to as the "Bank".
The Company may from time to time make written or oral "forward-looking statements" including statements contained in this Report and in other communications by the Company which are made in good faith pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, such as statements of the Company's plans, objectives, expectations, estimates and intentions, involve risks and uncertainties and are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, among others, could cause the Company's financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), inflation, interest rate, market and monetary fluctuations; the potential adverse effects of the Consent Orders and any additional regulatory restrictions that may be imposed by banking regulators; the timely development of, and acceptance of, new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance); the effect of any change in federal government enforcement of federal laws affecting the cannabis industry; technological changes; acquisitions; changes in consumer spending and saving habits; and the success of the Company at managing the risks involved in the foregoing.
Financial institutions can be affected by changing conditions in the real estate and financial markets. The effects of geopolitical instability, including the conflict between Russia and Ukraine and the war in Israel, foreign currency exchange volatility, volatility in global capital markets, inflationary pressures, and higher interest rates may meaningfully impact loan production, income levels, and the measurement of certain significant estimates such as the allowance for credit losses. Moreover, in a period of economic contraction, we may experience elevated levels of credit losses, reduced interest income, impairment of financial assets, diminished access to capital markets and other funding sources, and reduced demand for our products and services. Volatility in the housing markets, real estate values and unemployment levels results in significant write-downs of asset values by financial institutions. Our lending relationships are primarily with small to mid-sized businesses and individual consumers residing in and around southern New Jersey and Philadelphia, Pennsylvania. We focus our lending efforts primarily in three lending areas: residential mortgage loans, commercial mortgage loans, and construction loans. As a result of this geographic concentration, a significant broad-based deterioration in economic conditions in these areas could have a material adverse impact on the quality of our loan portfolio, results of operations and future growth potential.
Our operations are subject to risks and uncertainties surrounding our exposure to changes in the interest rate environment. Earnings and liquidity depend to a great extent on our interest rates. Interest rates are highly sensitive to many factors beyond our control, including competition, general economic conditions, geopolitical tensions and monetary and fiscal policies of various governmental and regulatory authorities, including the Federal Reserve. Conditions such as inflation, deflation, recession, unemployment and other factors beyond our control may also affect interest rates. The nature and timing of any changes in interest rates or general economic conditions and their effect on us cannot be controlled and are difficult to predict. If the rate of interest we pay on our interest-bearing liabilities increases more than the rate of interest we receive on our interest-earning assets, our net interest income, and therefore our earnings, could contract and be materially adversely affected. Our earnings could also be materially adversely affected if the rates on interest-earning assets fall more quickly than those on our interest-bearing liabilities. Changes in interest rates could also create competitive pressures, which could impact our liquidity position.
Changes in interest rates also can affect our ability to originate loans, our ability to obtain and retain deposits, and the value of interest-earning assets, and the ability to realize gains from the sale of such assets, which could all negatively impact shareholder's equity and regulatory capital. Since March 2022, the Federal Reserve Open Markets Committee ("FOMC") has raised the Fed Funds rate by 525 basis points. Additional increases in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations, which could not only result in increased loan defaults, foreclosures and charge-offs, but could also necessitate further increases to our allowance for credit losses and reduce net income. In addition, based on our interest rate sensitivity analyses, an increase in the general level of interest rates may negatively affect the market value of the investment portfolio depending on the duration of certain securities included in the investment portfolio. In December of 2023, the FOMC signaled its intention to reduce interest rates in 2024, contingent upon inflation settling at its
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2.0% target. In March 2024, however, the Fed decided to keep the federal funds target rate at 5.25% to 5.5%, where it has remained since July 2023.
The extent to which current economic environment has a further impact on our business, results of operations, and financial condition, as well as the regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the current economic environment and actions taken by governmental authorities and other third parties in response to the geopolitical conflict, and inflationary pressure.
The Company cautions that the foregoing list of important factors is not exclusive. The Company also cautions readers not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date on which they are given. The Company is not obligated to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after any such date.
Overview
The following discussion provides information about our results of operations, financial condition, liquidity and asset quality. We intend that this information facilitates your understanding and assessment of significant changes and trends related to our financial condition and results of operations. You should read this section in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
We are a bank holding company and are headquartered in Washington Township, New Jersey. Through the Bank, we provide personal and business financial services to individuals and small to mid-sized businesses primarily in New Jersey and Pennsylvania. The Bank has branches in Galloway Township, Northfield, Washington Township, Collingswood, New Jersey and Philadelphia, Pennsylvania. The vast majority of our revenue and income is currently generated through the Bank.
We manage our Company for the long term. We are focused on the fundamentals of growing customers, loans, deposits and revenue and improving profitability, while investing for the future and managing risk, expenses and capital. We continue to invest in our products, markets and brand, and embrace our commitments to our customers, shareholders, employees and the communities where we do business. Our approach is concentrated on organically growing and deepening client relationships across our businesses that meet our risk/return measures.
We focus on small to mid-sized business and retail customers and offer a range of loan products, deposits services, and other financial products through our retail branches and other channels. The Company's results of operations are dependent primarily on its net interest income, which is the difference between the interest income earned on its interest earning-assets and the interest expense paid on its interest-bearing liabilities. In our operations, we have three major lines of lending: residential real estate mortgage, commercial real estate mortgage, and construction lending. Our interest income is primarily generated from our lending and investment activities. Our deposit products include checking, savings, money market accounts, and certificates of deposit. The majority of our deposit accounts are obtained through our retail banking business, which provides us with low cost funding to grow our lending efforts. The Company also generates income from loan and deposit fees and other non-interest related activities. The Company's non-interest expense primarily consists of employee compensation, administration, and other operating expenses.
At March 31, 2024, we had total assets of $2.01 billion, and total equity of $288.4 million. Net income available to common shareholders for the three months ended March 31, 2024 was $6.1 million.
Results of Operations
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Net Income: Our net income available to common shareholders for the first quarter of 2024 decreased $5.0 million, or 44.8%, to $6.1 million, compared to $11.1 million for the same period last year. Earnings per share were $0.51 per basic common share and $0.51 per diluted common share for the first quarter of 2024 compared to $0.93 per basic common share and $0.92 per diluted
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common share for the same period last year. The decrease was primarily due to lower net interest income, an increase in provision for credit losses, and a decrease in non-interest income.
Net Interest Income: Our net interest income was $14.1 million for the first quarter of 2024 compared to $17.1 million for the first quarter of 2023, a decrease of $3.0 million, or 18.1%. Net interest income decreased during the three months ended March 31, 2024, primarily due to an increase in interest expense on deposits and borrowings, partially offset by an increase in interest and fees on loans. Interest income increased $3.5 million, or 13.3%, during the three months ended March 31, 2024 as compared to the same period in the prior year. The increase in interest income was primarily due to an increase of $3.5 million in interest and fees on loans, due to higher loan balances and market interest rates, partially offset by a $0.1 million decrease in interest on deposits with banks. The increase in interest income was offset by an increase in interest expense during the three months ended March 31, 2024 of $6.5 million, or 73.8%, primarily due to an increase in market interest rates on deposits and the overall mix of deposits of $5.9 million and an increase in interest on borrowings of $0.7 million, due to an increase in market interest rates.
Provision for (recovery of) credit losses: For the three months ended March 31, 2024, the provision for credit losses was $0.2 million, compared to a recovery provision of $(2.4) million for the three months ended March 31, 2023. The provision (recovery) for the three months ended March 31, 2023, was driven by a decrease in the construction loan portfolio post CECL implementation that resulted in the provision recovery, while the increase in provision expense during the three months ended March 31, 2024, was due to a change in the mix of the loan portfolio which resulted in an increase in the qualitative loss factors, mainly attributed to the residential 1 - 4 family investment and multi-family loan portfolios.
Non-interest Income: Our non-interest income was $1.1 million for the three months ended March 31, 2024, a decrease of $0.7 million, compared to $1.8 million for the three months ended March 31, 2023. The decrease is primarily attributable to a decrease in service fees on deposit accounts of $0.8 million, partially offset by an increase in other loan fees $0.1 million.
Non-interest Expense: Our non-interest expense decreased $0.2 million, or 3.4%, to $6.5 million for the three months ended March 31, 2024, from $6.8 million for the three months ended March 31, 2023. The decrease in non-interest expense was primarily due to a decrease in compensation and benefits of $0.4 million, and a decrease in professional services of $0.1 million, partially offset by an increase in OREO expense of $0.2 million, and an increase in FDIC insurance of $0.1 million.
Income Tax: Income tax expense was $2.2 million on income before taxes of $8.4 million for the three months ended March 31, 2024, resulting in an effective tax rate of 26.6%, compared to income tax expense of $3.4 million on income before taxes of $14.6 million for the same period of 2023, resulting in an effective tax rate of 23.6%.
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Net Interest Income
Net interest income is the interest earned on investment securities, loans and other interest-earning assets minus the interest paid on deposits, short-term borrowings and long-term debt. The net interest margin is the average yield of net interest income on average earning assets. Net interest income and the net interest margin in any one period can be significantly affected by a variety of factors including the mix and overall size of our earning assets portfolio and the cost of funding those assets.
The following tables presents the average daily balances of assets, liabilities and equity and the respective interest earned or paid on interest-earning assets and interest-bearing liabilities, as well as average annualized rates, for the periods indicated.
| For the Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| Average Balance | Interest Income/ Expense | Yield/ Cost | Average Balance | Interest Income/ Expense | Yield/ Cost | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Loans* | $ | 1,792,735 | $ | 28,083 | 6.30 | % | $ | 1,763,219 | $ | 24,545 | 5.65 | % | |||||||||||||||||||||||
| Investment securities** | 23,116 | 249 | 4.33 | % | 25,434 | 210 | 3.35 | % | |||||||||||||||||||||||||||
| Interest bearing deposits | 87,901 | 1,145 | 5.24 | % | 117,128 | 1,269 | 4.39 | % | |||||||||||||||||||||||||||
| Total interest-earning assets | 1,903,752 | 29,477 | 6.23 | % | 1,905,781 | 26,024 | 5.54 | % | |||||||||||||||||||||||||||
| Other assets | 70,416 | 80,113 | |||||||||||||||||||||||||||||||||
| Allowance for credit losses | (32,299) | (31,843) | |||||||||||||||||||||||||||||||||
| Total assets | $ | 1,941,869 | $ | 1,954,051 | |||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| Interest bearing deposits: | |||||||||||||||||||||||||||||||||||
| Checking | $ | 72,272 | $ | 267 | 1.49 | % | $ | 83,278 | $ | 130 | 0.63 | % | |||||||||||||||||||||||
| Money markets | 562,177 | 6,805 | 4.87 | % | 335,722 | 2,758 | 3.33 | % | |||||||||||||||||||||||||||
| Savings | 78,199 | 220 | 1.13 | % | 174,600 | 463 | 1.08 | % | |||||||||||||||||||||||||||
| Time deposits | 431,883 | 4,131 | 3.85 | % | 499,910 | 2,931 | 2.38 | % | |||||||||||||||||||||||||||
| Brokered certificates of deposit | 149,475 | 2,034 | 5.47 | % | 113,372 | 1,300 | 4.65 | % | |||||||||||||||||||||||||||
| Total interest-bearing deposits | 1,294,006 | 13,457 | 4.18 | % | 1,206,882 | 7,582 | 2.55 | % | |||||||||||||||||||||||||||
| Borrowings | 140,106 | 1,966 | 5.64 | % | 143,021 | 1,293 | 3.67 | % | |||||||||||||||||||||||||||
| Total interest-bearing liabilities | 1,434,112 | 15,423 | 4.33 | % | 1,349,903 | 8,875 | 2.67 | % | |||||||||||||||||||||||||||
| Non-interest bearing deposits | 203,077 | 316,365 | |||||||||||||||||||||||||||||||||
| Other liabilities | 16,859 | 16,331 | |||||||||||||||||||||||||||||||||
| Total non-interest bearing liabilities | 219,936 | 332,696 | |||||||||||||||||||||||||||||||||
| Equity | 287,821 | 271,452 | |||||||||||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 1,941,869 | $ | 1,954,051 | |||||||||||||||||||||||||||||||
| Net interest income | $ | 14,054 | $ | 17,149 | |||||||||||||||||||||||||||||||
| Interest rate spread | 1.90 | % | 2.87 | % | |||||||||||||||||||||||||||||||
| Net interest margin | 2.97 | % | 3.65 | % | |||||||||||||||||||||||||||||||
*The average balance of loans includes loans on nonaccrual.
** Includes balances of FHLBNY and ACBB stock.
Financial Condition
General
At March 31, 2024, the Company’s total assets were $2.01 billion, a decrease of $14.4 million, or 0.7%, from December 31, 2023. The decrease in total assets was primarily attributable to a decrease in cash and cash equivalents of $9.3 million, a decrease in loans receivable, and a decrease in other assets. The decrease in cash and cash equivalents was primarily due to a repayment of borrowings, partially offset by an increase in deposits. Loans decreased $1.8 million at March 31, 2024, primarily due to decreases in loan balances classified as construction, and commercial - non-owner occupied, partially offset by an increase in the residential - multifamily loan portfolio, compared to the loan balances at December 31, 2023. Other assets decreased $2.1 million during the three months ended March 31, 2024, to $8.4 million at March 31, 2024, from $10.5 million at December 31, 2023, primarily driven by a decrease of $2.0 million in prepaid taxes.
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Total liabilities were $1.72 billion at March 31, 2024. This represented an $18.5 million, or 1.1%, decrease, from $1.74 billion at December 31, 2023. The decrease in total liabilities was primarily due to a decrease in borrowings of $30 million, partially offset by an increase in deposits, which increased $10.9 million, or 0.7%, to $1.56 billion at March 31, 2024, from $1.55 billion at December 31, 2023. The decrease in borrowings was due to the pay-down of FHLBNY advances. The increase in deposits was attributable to an increase in money market balances of $77.0 million, partially offset by a decrease in non-interest demand deposits of $35.8 million, savings deposits of $11.4 million, and time deposit balances of $27.0 million.
Total equity was $288.4 million and $284.3 million at March 31, 2024 and December 31, 2023, respectively, an increase of $4.1 million from December 31, 2023. The increase was primarily due to the retention of earnings, partially offset by the payment of $2.2 million of cash dividends.
The following table presents certain key condensed balance sheet data as of March 31, 2024 and December 31, 2023:
| March 31, 2024 | December 31, 2023 | Change | % Change | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 171,093 | $ | 180,376 | $ | (9,283) | (5.1) | % | |||||||||||||||
| Investment securities | 15,911 | 16,387 | (476) | (2.9) | % | ||||||||||||||||||
| Loans, net of unearned income | 1,785,542 | 1,787,340 | (1,798) | (0.1) | % | ||||||||||||||||||
| Allowance for credit losses | (31,918) | (32,131) | 213 | (0.7) | % | ||||||||||||||||||
| Total assets | 2,009,073 | 2,023,500 | (14,427) | (0.7) | % | ||||||||||||||||||
| Total deposits | 1,563,704 | 1,552,827 | 10,877 | 0.7 | % | ||||||||||||||||||
| FHLBNY borrowings | 95,000 | 125,000 | (30,000) | (24.0) | % | ||||||||||||||||||
| Subordinated debt | 43,158 | 43,111 | 47 | 0.1 | % | ||||||||||||||||||
| Total liabilities | 1,720,687 | 1,739,183 | (18,496) | (1.1) | % | ||||||||||||||||||
| Total equity | 288,386 | 284,317 | 4,069 | 1.4 | % | ||||||||||||||||||
| Total liabilities and equity | 2,009,073 | 2,023,500 | (14,427) | (0.7) | % | ||||||||||||||||||
Cash and cash equivalents
Cash and cash equivalents decreased $9.3 million to $171.1 million at March 31, 2024 from $180.4 million at December 31, 2023, a decrease of 5.1%. The decrease was primarily due to a repayment of borrowings, partially offset by an increase in deposits.
Investment securities
Total investment securities decreased to $15.9 million at March 31, 2024, from $16.4 million at December 31, 2023, a decrease of $0.5 million or 2.9%. The decrease was attributed to normal pay downs. For detailed information on the composition and maturity distribution of our investment portfolio, see NOTE 3 - Investment Securities in the notes to the unaudited consolidated financial statements.
Loans
Our lending relationships are primarily with small to mid-sized businesses and individual consumers residing in and around Southern New Jersey and Philadelphia, Pennsylvania. We have also expanded our lending footprint in other areas. We focus our lending efforts primarily in three lending areas: residential mortgage loans, commercial mortgage loans, and construction loans.
We originate residential mortgage loans with adjustable and fixed-rates that are secured by 1- 4 family and multifamily residential properties. These loans are generally underwritten under terms, conditions and documentation acceptable to the secondary mortgage market. A substantial majority of such loans can be pledged for potential borrowings.
We originate commercial real estate loans that are secured by commercial real estate properties that are owner and non-owner occupied real estate properties. These loans are typically larger in dollar size and are primarily secured by office buildings, retail buildings, warehouses and general purpose business space. The commercial mortgage loans generally have maturities of twenty years, but re-price within five years.
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The construction loans we originate provide real estate acquisition, development and construction funds to individuals and real estate developers. The loans are secured by the properties under development. The construction loan funds are disbursed periodically at pre-specified stages of completion.
We also originate commercial and industrial loans, which provide liquidity to businesses in the form of lines of credit and may be secured by accounts receivable, inventory, equipment or other assets. In addition, we have a small consumer loan portfolio which provides loans to individual borrowers.
Loans receivable: Loans receivable decreased slightly to $1.786 billion at March 31, 2024 from $1.787 billion at December 31, 2023. The decrease was primarily due to decreases in the construction, and CRE non-owner occupied loan portfolios, partially offset by an increase in the residential - multifamily loan portfolio. Loans receivable as of March 31, 2024 and December 31, 2023, consisted of the following:
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Amount | Percentage of Loans to total Loans | Amount | Percentage of Loans to total Loans | $ Change | % Change | ||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Commercial and Industrial | $ | 37,002 | 2.1 | % | $ | 35,451 | 2.0 | % | $ | 1,551 | 4.4 | % | |||||||||||||||||||||||
| Construction | 142,178 | 8.0 | % | 157,556 | 8.8 | % | (15,378) | (9.8) | % | ||||||||||||||||||||||||||
| Real Estate Mortgage: | |||||||||||||||||||||||||||||||||||
| Commercial – Owner Occupied | 140,021 | 7.8 | % | 141,742 | 7.9 | % | (1,721) | (1.2) | % | ||||||||||||||||||||||||||
| Commercial – Non-owner Occupied | 360,961 | 20.2 | % | 369,909 | 20.7 | % | (8,948) | (2.4) | % | ||||||||||||||||||||||||||
| Residential – 1 to 4 Family | 448,219 | 25.1 | % | 449,682 | 25.2 | % | (1,463) | (0.3) | % | ||||||||||||||||||||||||||
| Residential – 1 to 4 Family Investment | 523,029 | 29.3 | % | 524,167 | 29.3 | % | (1,138) | (0.2) | % | ||||||||||||||||||||||||||
| Residential – Multifamily | 128,855 | 7.2 | % | 103,324 | 5.8 | % | 25,531 | 24.7 | % | ||||||||||||||||||||||||||
| Consumer | 5,277 | 0.3 | % | 5,509 | 0.3 | % | (232) | (4.2) | % | ||||||||||||||||||||||||||
| Total Loans | $ | 1,785,542 | 100.0 | % | $ | 1,787,340 | 100.0 | % | $ | (1,798) | (0.1) | % | |||||||||||||||||||||||
Deposits
At March 31, 2024, total deposits increased to $1.56 billion from $1.55 billion at December 31, 2023, an increase of $10.9 million, or 0.7%. The increase in deposits was primarily due to an increase in money market deposit balances, partially offset by decreases in non-interest bearing, savings, and time deposit account balances. The increase in the money market balance was primarily due to an increase of $90.2 million in our premier money market product, and $10.2 million in the municipal money market product, partially offset by a $15.1 million decrease in the brokered money market balance. The decrease in non-interest bearing demand deposits was primarily due to a decrease in our cannabis related deposits, which decreased $15.5 million, as well as a decrease in business checking of $14.3 million during the same time period.
| March 31, | December 31, | ||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Noninterest-bearing | $ | 196,388 | $ | 232,189 | $ | (35,801) | (15.4) | % | |||||||||||||||
| Interest-bearing | |||||||||||||||||||||||
| Checking | 67,340 | 63,017 | 4,323 | 6.9 | % | ||||||||||||||||||
| Savings | 72,048 | 83,470 | (11,422) | (13.7) | % | ||||||||||||||||||
| Money market | 644,123 | 567,080 | 77,043 | 13.6 | % | ||||||||||||||||||
| Time deposits | 583,805 | 607,071 | (23,266) | (3.8) | % | ||||||||||||||||||
| Total deposits | $ | 1,563,704 | $ | 1,552,827 | $ | 10,877 | 0.7 | % | |||||||||||||||
| Estimated uninsured deposits | $ | 601,443 | $ | 622,966 | $ | (21,523) | (3.5) | % | |||||||||||||||
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Borrowings
Total borrowings were $138.2 million at March 31, 2024 and $168.1 million at December 31, 2023. The decrease in borrowings is due to the decrease of $30.0 million in FHLBNY advances. $75.0 million of the outstanding FHLBNY advances have short-term maturities.
Equity
Total equity increased to $288.4 million at March 31, 2024 from $284.3 million at December 31, 2023, an increase of $4.1 million, or 1.4%, primarily due to the retention of earnings from the period, partially offset by the payment of $2.2 million in cash dividends.
Liquidity and Capital Resources
Liquidity is a measure of our ability to generate cash to support asset growth, meet deposit withdrawals, satisfy other contractual obligations, and otherwise operate on an ongoing basis. At March 31, 2024, our cash position was $171.1 million. We invest cash that is in excess of our immediate operating needs primarily in our interest-bearing account at the Federal Reserve.
Our primary source of funding has been deposits. Funds from other operations, financing arrangements, investment securities available-for-sale also provide significant sources of funding. The Company seeks to rely primarily on core deposits from customers to provide stable and cost-effective sources of funding to support loan growth. We focus on customer service which we believe has resulted in a history of customer loyalty. Stability, low cost and customer loyalty comprise key characteristics of core deposits.
We also use brokered deposits as a funding source. The Bank joined the IntraFi Financial Network to secure an additional alternative funding source. IntraFi provides the Bank an additional source of external funds through their weekly CDARS® settlement process, as well as their ICS® money market product. As of March 31, 2024, the Company had $222.4 million of brokered deposits sourced from IntraFi. While deposit accounts comprise the vast majority of our funding needs, we maintain secured borrowing lines with the FHLBNY. As of March 31, 2024, the Company had lines of credit with the FHLBNY of $960.4 million, of which $95.0 million was outstanding, and an additional $60.0 million from a letter of credit for securing public funds. The remaining borrowing capacity was $805.4 million at March 31, 2024.
We had outstanding loan commitments of $112.8 million at March 31, 2024. Our loan commitments are normally originated with the full amount of collateral. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The funding requirements for such commitments occur on a measured basis over time and would be funded by normal deposit growth.
The following is a discussion of our cash flows for the three months ended March 31, 2024 and 2023.
Cash provided by operating activities was $8.4 million in the three months ended March 31, 2024, compared to $10.5 million for the same period in the prior year. The decrease in operating cash flow was primarily due to the decrease in net income, partially offset by the increase in the provision for credit losses.
Cash provided by investing activities was $3.6 million in the three months ended March 31, 2024, compared to cash used in investing activities of $14.4 million in the same period last year. The increase in cash provided in the investing activities was primarily due to the decrease in cash outflow from the origination of loans, and the redemption of restricted stock, during the period.
Cash used in financing activities was $21.2 million in the three months ended March 31, 2024, compared to cash used in financing activities of $32.3 million in the three months ended March 31, 2023. The decrease in cash used in financing activities during the three months ended March 31, 2024, was driven by the growth in interest-bearing deposits of $46.7 million, partially offset by a decrease in noninterest-bearing deposits of $35.8 million, compared to net withdrawals of $112.2 million in the three months ended March 31, 2023.
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Capital Adequacy
We utilize a comprehensive process for assessing the Company’s overall capital adequacy. We actively review our capital strategies in light of current and anticipated business risks, future growth opportunities, industry standards, and compliance with regulatory requirements. The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, earnings stability, competitive forces, economic conditions, and strength of management. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations. We primarily manage our capital through the retention of earnings. We also use other means to manage our capital. Total equity increased $4.1 million at March 31, 2024, from December 31, 2023, primarily from the Company’s net income of $6.2 million for the period, net of common and preferred stock dividends of $2.2 million.
Banks and bank holding companies are subject to various regulatory capital requirements administered by federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Company must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Failure to meet minimum capital requirements can result in regulatory actions.
Under the capital rules issued by the Federal banking agencies, the Company and the Bank elected to exclude the effects of certain Accumulated Other Comprehensive Income (“AOCI”) items from its regulatory capital calculation. At March 31, 2024, the Bank and the Company were both considered “well capitalized”.
The following table presents the tier 1 regulatory capital leverage ratios of the Company and the Bank at March 31, 2024:
| Amount | Ratio | Amount | Ratio | ||||||||||||||||||||
| (Dollars in thousands except ratios) | |||||||||||||||||||||||
| Company | Parke Bank | ||||||||||||||||||||||
| Tier 1 leverage | $ | 301,844 | 15.54 | % | $ | 331,032 | 17.05 | % | |||||||||||||||
Critical Accounting Policies
The Company’s accounting policies are more fully described in Note 1 of the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As disclosed in Note 1, the preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.
Allowance for Credit Losses: Our allowances for credit losses represents management's best estimate of probable losses inherent in our investment and loan portfolios, excluding those loans accounted for under fair value. Our process for determining the allowance for credit losses is discussed in Note 1 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K.
Our determination of the allowance for credit losses is based on periodic evaluations of the loan and lease portfolios and other relevant factors, broken down into vintage based on year of origination. These critical estimates include significant use of our own historical data and other qualitative, and quantitative data. These evaluations are inherently subjective, as they require material estimates and may be susceptible to significant change. Our allowance for credit losses is comprised of two components, a specific allowance and a general calculation. A specific allowance is calculated for loans and leases that do not share similar risk characteristics with other financial assets, and include collateral dependent loans. A loan is considered to be collateral dependent when foreclosure of the underlying collateral is probable. Parke has elected to apply the practical expedient to measure expected credit losses of a collateral dependent asset using the fair value of the collateral, less any estimated costs to sell, when foreclosure is not probable but repayment of the loan is expected to be provided substantially through the operation or sale of the collateral, and the borrower is experiencing financial difficulty. The general based component covers loans and leases on which there are expected credit losses that are not yet individually identifiable. The allowance calculation and determination process is dependent on the use of key assumptions. Key reserve assumptions and estimation processes react to and are influenced by observed changes
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in loan portfolio performance experience, the financial strength of the borrower, projected industry outlook, and economic conditions.
The process of determining the level of the allowance for credit losses requires a high degree of judgment. To the extent actual outcomes differ from our estimates, additional provision for loan and lease losses may be required that would reduce future earnings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (the "Exchange Act")), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms.
There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Absecon Gardens Condominium Association v. Parke Bank Matter
Absecon Gardens Condominium Association v. Parke Bank, One Mechanic Street, et al, Superior Court of New Jersey, Law Division, Atlantic County, Docket No. ATL-L-2321-21. The Company is the successor to the interests of the developer of the Absecon Gardens Condominium project in Absecon NJ. Some of the unit owners have suggested that the Company is responsible for contributions and/or repair for alleged damages purportedly relating to construction. The owners filed a Complaint, alleging that the damages total approximately $1.7 million. The matter is in the early stages of discovery so it is difficult to determine whether that amount accurately reflects the claimed damages, or whether the Company is in any way culpable for the damages. At this time it is too early to predict whether an unfavorable outcome will result. The Company is vigorously defending this matter. In the normal course of business, there are outstanding various contingent liabilities such as claims and legal action, which are not reflected in the financial statements. In the opinion of management, no material losses are anticipated as a result of these actions or claims.
Other than the foregoing, there were no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.
Mori Restaurant LLC v. Parke Bank Matter
On May 20, 2014, Parke Bank (the "Bank") loaned Voorhees Diner Corporation ("VDC") the original principal sum of $1.0 million for purposes of tenant fit out, and operation, of the Voorhees Diner situated at 320 Route 73, Voorhees, New Jersey 08043. VDC leased the Diner property under that certain Lease with Mori Restaurant LLC ("Mori") dated May 20, 2014. In connection with the loan from the Bank and as security therefor, VDC pledged its leasehold interest to the Bank. On March 6, 2015, the loan was modified, and the principal amount of the loan was increased to $1.4 million. On January 8, 2020, the Bank declared VDC in default of its loan obligations. Judgment was entered against VDC and in favor of the Bank, and the court appointed Alan I. Gould, Esquire, as the Receiver for the Voorhees Diner Corporation. Mr. Gould subsequently caused VDC's leasehold interest in the Diner property to be sold at sheriffs sale. The Bank's REO subsidiary, 320 Route 73 LLC, was the successful bidder and took title thereto. Mori Restaurant has filed counterclaims against 320 Route 73 LLC and the Bank for rent
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allegedly accruing due during the period that the Receiver was in possession of the premises. As to all of Mori Restaurant’s claims, the Bank defendants’ primary, but not exclusive, defense in this matter is that, pursuant to that certain Fee Owner Consent executed by and between Mori Restaurant and the Bank, in November 2014, the lease between VDC and Mori Restaurant was terminated as a matter of law and neither the Bank nor 320 Route 73 LLC have liability to Mori Restaurant under the lease or otherwise. The Bank believes this suit is without merit, denies any and all liability and intends to vigorously defend against this matter.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Unregistered Sales of Equity Securities. Not Applicable.
(b) Use of Proceeds. Not Applicable.
(c) Issuer Purchases of Equity Securities. There were no repurchases of our common stock during the three months ended March 31, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 4.1 | |||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 | The following materials from the Company’s Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. | ||||
| 101.INS | Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
(1) Incorporated by Reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 31, 2005 (File No. 333-122406).
(2) Incorporated by Reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021.
(3) Incorporated by Reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 24, 2013.
(4) Incorporated by Reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4 filed with the SEC on January 31, 2005 (File No. 333-122406).
(5) Incorporated by Reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 22, 2024.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PARKE BANCORP, INC. | ||||||||
| Date: | May 8, 2024 | /s/ Vito S. Pantilione | ||||||
| Vito S. Pantilione | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: | May 8, 2024 | /s/ Jonathan D. Hill | ||||||
| Jonathan D. Hill | ||||||||
| Senior Vice President and Chief Financial Officer (Principal Accounting Officer) | ||||||||
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