Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2016 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
PARKE BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
New Jersey
 
65-1241959
(State or other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
601 Delsea Drive, Washington Township, New Jersey
 
08080
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 856-256-2500
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, $0.10 par value
 
The Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     YES o NO ý
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     YES o NO ý
 
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.                                  YES ý NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                     YES ý NO o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                      ý
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).      YES o NOý
 
The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price of the Registrant’s common stock as quoted on the Nasdaq Capital Market on June 30, 2016, was approximately $66.1 million.
 
As of March 17, 2017 there were issued and outstanding 6,880,714 shares of the Registrant’s common stock.
 
DOCUMENTS INCORPORATED BY REFERENCE

1.
Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 2016 (Parts II and IV)
2.
Portions of the Proxy Statement for the 2017 Annual Meeting of Shareholders. (Parts II and III)



FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

INDEX

PART 1
 
Page
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
 
 
 
PART II
 
 
Item 5.
Market for Common Equity, Related stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
 
 
 
PART III
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
 
 
 
PART IV
 
 
Item 15.
Exhibits and Financial Statement Schedules
 
 
 
 
Signatures
 




Forward-Looking Statements
 
Parke Bancorp, Inc. (the “Company”) may from time to time make written or oral “forward-looking statements,” including statements contained in the Company’s filings with the Securities and Exchange Commission (including this Annual Report on Form 10-K and the exhibits hereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
 
These forward-looking statements involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions that 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’s wholly-owned subsidiary, Parke Bank (the “Bank”), 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, inflation, interest rates, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Bank 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); technological changes; changes in consumer spending and saving habits; and the success of the Company at managing the risks resulting from these factors.
 
The Company cautions that the listed factors are not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

PART I

Item 1.
Business

General
 
The Company is a bank holding company incorporated under the laws of the State of New Jersey in January 2005 for the sole purpose of becoming the holding company of the Bank. The Company commenced operations on June 1, 2005, upon completion of the reorganization of the Bank into the holding company form of organization following approval of the reorganization by shareholders of the Bank at its 2005 Annual Meeting of Shareholders. The Company’s business and operations primarily consist of its ownership of the Bank.
 
The Bank is a commercial bank, which commenced operations on January 28, 1999. The Bank is chartered by the New Jersey Department of Banking and insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company and the Bank maintain their principal offices at 601 Delsea Drive, Washington Township, New Jersey. The Bank also conducts business through offices in Northfield, Galloway Township, Washington Township and Collingswood, New Jersey, and two offices in Philadelphia, Pennsylvania. The Bank is a full service bank, with an emphasis on providing personal and business financial services to individuals and small to mid-sized businesses in Gloucester, Atlantic and Cape May Counties in New Jersey and the Philadelphia area in Pennsylvania. At December 31, 2016, the Company had assets of $1.0 billion, loans net of unearned income of $852.0 million, deposits of $788.7 million and equity of $127.1 million.

The Bank focuses its commercial loan originations on small and mid-sized businesses (generally up to $25 million in annual sales). Commercial loan products include residential and commercial real estate construction loans; working capital loans and lines of credit; demand, term and time loans; and equipment, inventory and accounts receivable financing. Residential construction loans in tract development are also included in the commercial loan category. The Bank also offers a range of deposit products to its commercial customers. Commercial customers also have the ability to use overnight depository, ACH, wire transfer services and merchant capture electronic check processing services.
 
The Bank’s retail banking activities emphasize consumer deposit and checking accounts. An extensive range of these services is offered by the Bank to meet the varied needs of its customers in all age groups. In addition to traditional products and services, the Bank offers contemporary products and services, such as debit cards, Internet banking and online bill payment. Retail lending activities by the Bank include residential mortgage loans, home equity lines of credit, fixed rate second mortgages, new and used auto loans and overdraft protection.
 
Market Area
 
Substantially all of the Bank’s business is with customers in its market areas of Southern New Jersey and the Philadelphia area of Pennsylvania. Most of the Bank’s customers are individuals and small and medium-sized businesses which are dependent upon the regional economy. Adverse changes in economic and business conditions in the Bank’s markets could adversely affect the Bank’s borrowers, their ability to repay their loans and to borrow additional funds, and consequently the Bank’s financial condition and performance.
 

1


Additionally, most of the Bank’s loans are secured by real estate located in Southern New Jersey and the Philadelphia area. A decline in local economic conditions could adversely affect the values of such real estate. Consequently, a decline in local economic conditions may have a greater effect on the Bank’s earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan portfolios are more geographically diverse.
 
Competition
 
The Bank faces significant competition, both in making loans and attracting deposits. The Bank’s competition in both areas comes principally from other commercial banks, thrift and savings institutions, including savings and loan associations and credit unions, and other types of financial institutions, including brokerage firms and credit card companies. The Bank faces additional competition for deposits from short-term money market mutual funds and other corporate and government securities funds.
 
Most of the Bank’s competitors, whether traditional or nontraditional financial institutions, have a longer history and significantly greater financial and marketing resources than does the Bank. Among the advantages certain of these institutions have over the Bank are their ability to finance wide-ranging and effective advertising campaigns, to access international money markets and to allocate their investment resources to regions of highest yield and demand. Major banks operating in the primary market area offer certain services, such as international banking and trust services, which are not offered directly by the Bank.
 
In commercial transactions, the Bank’s legal lending limit to a single borrower enables the Bank to compete effectively for the business of individuals and smaller enterprises. However, the Bank’s legal lending limit is considerably lower than that of various competing institutions, which have substantially greater capitalization. The Bank has a relatively smaller capital base than most other competing institutions which, although above regulatory minimums, may constrain the Bank’s effectiveness in competing for loans.

Lending Activities
 
Composition of Loan Portfolio. Set forth below is selected data relating to the composition of the Bank’s loan portfolio by type of loan at the dates indicated.(1) As of December 31, 2016, no one industry sector concentration exceeded 10% of total loans. Refer to pages 3 through 4 for descriptions of the loan categories presented.
  
At December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
 
Amount
 
Percentage
 
Amount
 
Percentage
 
Amount
 
Percentage
 
Amount
 
Percentage
 
Amount
 
Percentage
 
(Amounts in thousands, except percentages)
Commercial and Industrial
$
26,774

 
3.1
%
 
$
27,140

 
3.6
%
 
$
30,092

 
4.2
%
 
$
23,001

 
3.5
%
 
$
21,925

 
3.5
%
Real Estate Construction:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential
8,825

 
1.0

 
7,750

 
1.0

 
5,859

 
0.8

 
7,389

 
1.1

 
7,331

 
1.2

Commercial
58,469

 
6.9

 
45,245

 
6.0

 
47,921

 
6.7

 
43,749

 
6.7

 
41,875

 
6.6

Real Estate Mortgage:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial - Owner Occupied
123,898

 
14.5

 
172,040

 
22.7

 
176,649

 
24.8

 
170,122

 
26.0

 
157,616

 
25.0

Commercial - Non-Owner Occupied
268,123

 
31.5

 
256,471

 
33.8

 
237,918

 
33.4

 
220,364

 
33.7

 
221,731

 
35.2

Residential - 1 to 4 Family
309,340

 
36.3

 
213,266

 
28.1

 
171,894

 
24.1

 
148,160

 
22.6

 
140,164

 
22.3

Residential - Multifamily
39,804

 
4.7

 
18,113

 
2.4

 
25,173

 
3.5

 
24,103

 
3.7

 
21,181

 
3.4

Consumer
16,720

 
2.0

 
18,476

 
2.4

 
17,555

 
2.5

 
17,653

 
2.7

 
17,889

 
2.8

Total Loans
$
851,953

 
100.0
%
 
$
758,501

 
100.00
%
 
$
713,061

 
100.0
%
 
$
654,541

 
100.00
%
 
$
629,712

 
100.00
%

(1)           Amounts presented include adjustments for related unamortized deferred costs and fees.


2


Loan Maturity. The following table sets forth the contractual maturity of certain loan categories at December 31, 2016.
 
Due within
one year
 
Due after one
through five
years
 
Due after
five years
 
Total
 
(Amounts in thousands)
Commercial and Industrial
$
5,537

 
$
12,909

 
$
8,328

 
$
26,774

Real Estate Construction:
 

 
 

 
 

 
 

Residential
2,473

 
1,070

 
5,282

 
8,825

Commercial
30,314

 
9,052

 
19,103

 
58,469

Real Estate Mortgage:
 

 
 

 
 

 
 

Commercial - Owner Occupied
9,378

 
29,481

 
85,039

 
123,898

Commercial - Non-Owner Occupied
16,635

 
57,785

 
193,703

 
268,123

Residential - 1 to 4 Family
12,210

 
17,110

 
280,020

 
309,340

Residential – Multifamily
6,817

 
6,084

 
26,903

 
39,804

Consumer
24

 
196

 
16,500

 
16,720

Total Loans
$
83,388

 
$
133,687

 
$
634,878

 
$
851,953

 
The following table sets forth the dollar amount of loans in certain loan categories due one year or more after December 31, 2016, which have predetermined interest rates and which have floating or adjustable interest rates.
 
Fixed Rates
 
Floating or
Adjustable
Rates
 
Total
 
(Amounts in thousands)
Commercial and Industrial
$
5,102

 
$
16,135

 
$
21,237

Real Estate Construction:
 

 
 

 
 

Residential
714

 
5,638

 
6,352

Commercial
7,292

 
20,863

 
28,155

Real Estate Mortgage:
 

 
 

 
 

Commercial - Owner Occupied
14,823

 
99,697

 
114,520

Commercial - Non-Owner Occupied
32,050

 
219,438

 
251,488

Residential - 1 to 4 Family
100,874

 
196,256

 
297,130

Residential - Multifamily
2,381

 
30,606

 
32,987

Consumer
16,459

 
237

 
16,696

Total Loans
$
179,695

 
$
588,870

 
$
768,565


Commercial and Industrial Loans. The Bank originates secured loans for business purposes. Loans are made to provide working capital to businesses in the form of lines of credit, which may be secured by accounts receivable, inventory, equipment or other assets. The financial condition and cash flow of commercial borrowers are closely monitored by means of corporate financial statements, personal financial statements and income tax returns. The frequency of submissions of required financial information depends on the size and complexity of the credit and the collateral that secures the loan. The Bank’s general policy is to obtain personal guarantees from the principals of the commercial loan borrowers. Such loans are made to businesses located in the Bank’s market area.
 
Commercial business loans generally involve a greater degree of risk than residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the mobility of collateral, the effects of general economic conditions and the increased difficulty of evaluating and monitoring these types of loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property the value of which tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and the general economic environment. If the cash flow from business operations is reduced, the borrower’s ability to repay the loan may be impaired.

Real Estate Development and Construction Loans. The Bank originates construction loans to individuals and real estate developers in its market area. The advantages of construction lending are that the market is typically less competitive than more standard mortgage products, the interest rate typically charged is a variable rate, which permits the Bank to protect against sudden changes in its costs of funds, and the fees or “points” charged by the Bank to its customers can be amortized over the shorter term of a construction loan, typically, one to two years, which permits the Bank to recognize income received over a shorter period of time.

3


The Bank provides interim real estate acquisition development and construction loans to builders and developers. Real estate development and construction loans to provide interim financing on the property are based on acceptable percentages of the appraised value of the property securing the loan in each case. Real estate development and construction loan funds are disbursed periodically at pre-specified stages of completion. Interest rates on these loans are generally adjustable. The Bank carefully monitors these loans with on-site inspections and control of disbursements. These loans are generally made on properties located in the Bank’s market area.

Development and construction loans are secured by the properties under development and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely in the value of the underlying property, the Bank considers the financial condition and reputation of the borrower and any guarantors, the amount of the borrower’s equity in the project, independent appraisals, costs estimates and pre-construction sale information.
 
Loans to residential builders are for the construction of residential homes for which a binding sales contract exists and the prospective buyers have been pre-qualified for permanent mortgage financing. Loans to residential developers are made only to developers with a proven sales record. Generally, these loans are extended only when the borrower provides evidence that the lots under development will be sold to potential buyers satisfactory to the Bank.
 
The Bank also originates loans to individuals for construction of single family dwellings. These loans are for the construction of the individual’s primary residence. They are typically secured by the property under construction, occasionally include additional collateral (such as a second mortgage on the borrower’s present home), and commonly have maturities of six to twelve months.

Construction financing is labor intensive for the Bank, requiring employees of the Bank to expend substantial time and resources in monitoring and servicing each construction loan to completion. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value at completion of construction and development, the accuracy of projections, such as the sales of homes or the future leasing of commercial space, and the accuracy of the estimated cost (including interest) of construction. Substantial deviations can occur in such projections. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, the Bank may be required to advance funds beyond the amount originally committed to permit completion of the development. If the estimate of value proves to be inaccurate, the Bank may be confronted, at or prior to the maturity of the loan, with a project having a value which is insufficient to assure full repayment. Also, a construction loan that is in default can cause problems for the Bank such as designating replacement builders for a project, considering alternate uses for the project and site and handling any structural and environmental issues that might arise.

Commercial Real Estate Mortgage Loans. The Bank originates mortgage loans secured by commercial real estate. Such loans are primarily secured by office buildings, retail buildings, warehouses and general purpose business space. Although terms may vary, the Bank’s commercial mortgages generally have maturities of twenty years, but re-price within five years.
 
Loans secured by commercial real estate are generally larger and involve a greater degree of risk than one-to four-family residential mortgage loans. Of primary concern in commercial and multi-family real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties are often dependent on the successful operation or management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy.
 
The Bank seeks to reduce the risks associated with commercial mortgage lending by generally lending in its primary market area and obtaining periodic financial statements and tax returns from borrowers. It is also the Bank’s general policy to obtain personal guarantees from the principals of the borrowers and assignments of all leases related to the collateral.

Residential Real Estate Mortgage Loans. The Bank originates adjustable and fixed-rate residential mortgage loans. Such mortgage loans are generally originated under terms, conditions and documentation acceptable to the secondary mortgage market. Although the Bank has placed all of these loans into its portfolio, a substantial majority of such loans can be sold in the secondary market or pledged for potential borrowings.

Consumer Loans. The Bank offers a variety of consumer loans. These loans are typically secured by residential real estate or personal property, including automobiles. Home equity loans (closed-end and lines of credit) are typically made up to 80% of the appraised or assessed value of the property securing the loan in each case, less the amount of any existing prior liens on the property, and generally have maximum terms of ten years, although the Bank does offer a 90% loan to value product if certain conditions related to the borrower and property are satisfied. The interest rates on second mortgages are generally fixed, while interest rates on home equity lines of credit are variable.

Loans to One Borrower. Federal regulations limit loans to one borrower in an amount equal to 15% of unimpaired capital and unimpaired surplus. At December 31, 2016, the Bank’s loan to one borrower limit was approximately $23.3 million and the Bank had no borrowers with loan balances in excess of this amount. At December 31, 2016, the Bank’s largest loan to one borrower was a loan for commercial real estate, with a balance of $20.4 million that was secured by the real estate. At December 31, 2016, this loan was current and performing in accordance with the terms of the loan agreement.

4


The size of loans which the Bank can offer to potential borrowers is less than the size of loans which many of the Bank’s competitors with larger capitalization are able to offer. The Bank may engage in loan participations with other banks for loans in excess of the Bank’s legal lending limits. However, no assurance can be given that such participations will be available at all or on terms which are favorable to the Bank and its customers.
 
Non-Performing and Problem Assets
 
Non-Performing Assets. Non-accrual loans are those on which the accrual of interest has ceased. Loans are generally placed on non-accrual status if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more unless the collateral is considered sufficient to cover principal and interest and the loan is in the process of collection. Interest accrued, but not collected at the date a loan is placed on non-accrual status, is reversed and charged against interest income. Subsequent cash receipts are applied either to the outstanding principal or recorded as interest income, depending on management’s assessment of ultimate collectibility of principal and interest. Loans are returned to an accrual status when the borrower’s ability to make periodic principal and interest payments has returned to normal (i.e., brought current with respect to principal or interest or restructured) and the paying capacity of the borrower and/or the underlying collateral is deemed sufficient to cover principal and interest.
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future discounted cash flows, the market price of the loan or the fair value of the underlying collateral if the loan is collateral dependent. The recognition of interest income on impaired loans is the same as for non-accrual loans discussed above. Total impaired loans, which include non-accrual loans and performing TDRs, were $36.4 million, $42.2 million, $61.5 million, $68.9 million and $87.6 million at December 31 2016, 2015, 2014, 2013, and 2012, respectively. Included in impaired loans at December 31, 2016, 2015, 2014, 2013 and 2012 were $28.1 million, $32.2 million, $42.2 million, $51.0 million and $67.1 million of loans classified as troubled debt restructurings as defined within accounting guidance and regulatory literature.

The following table sets forth information regarding non-accrual loans at the dates indicated.

 
At December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(Amounts in thousands, except percentages)
Loans accounted for on a non-accrual basis:
 
 
 
 
 
 
 
 
 
Commercial and Industrial
$
159

 
$
740

 
$
61

 
$
122

 
$
248

Real Estate Construction:
 
 
 

 
 

 
 

 
 

Residential
—

 
—

 
238

 
967

 
799

Commercial
3,241

 
5,204

 
10,773

 
9,908

 
12,958

Real Estate Mortgage:
 
 
 

 
 

 
 

 
 

Commercial - Owner Occupied
430

 
358

 
735

 
976

 
1,218

Commercial - Non-Owner Occupied
3,958

 
4,002

 
8,624

 
10,853

 
19,228

Residential - 1 to 4 Family
3,095

 
3,255

 
6,367

 
12,914

 
10,072

Residential – Multifamily
308

 
—

 
—

 
99

 
2,838

Consumer
107

 
—

 
94

 
115

 
188

Total non-accrual loans
11,298

 
13,559

 
26,892

 
35,954

 
47,549

Accruing loans delinquent 90 days or more:
 

 
 

 
 

 
 

 
 

Commercial and Industrial
—

 
—

 
—

 
—

 
—

Real Estate Construction:
 

 
 

 
 

 
 

 
 

Residential
—

 
—

 
—

 
—

 
—

Commercial
—

 
—

 
—

 
—

 
—

Real Estate Mortgage:
 

 
 

 
 

 
 

 
 

Commercial - Owner Occupied
—

 
—

 
—

 
—

 
—

Commercial - Non-Owner Occupied
—

 
—

 
—

 
—

 
—

Residential - 1 to 4 Family
—

 
—

 
—

 
—

 
—

Residential – Multifamily
—

 
—

 
—

 
—

 
—

Consumer
—

 
—

 
—

 
—

 
—

Total
—

 
—

 
—

 
—

 
—

Total non-performing loans
$
11,298

 
$
13,559

 
$
26,892

 
$
35,954

 
$
47,549

Total non-performing loans as a percentage of loans
1.3
%
 
1.8
%
 
3.8
%
 
5.5
%
 
7.6
%

5


As of December 31, 2016, there were $10.6 million in loans which were not then on non-accrual status, a TDR or otherwise but where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans as non-performing in the future.

When a loan is more than 30 days delinquent, the borrower is contacted by mail or phone and payment is requested. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower. In certain instances, the Company may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize their financial affairs. If the loan continues in a delinquent status for 90 days or more, the Company generally will initiate foreclosure proceedings.
 
Classified Assets. Federal Regulations provide for a classification system for problem assets of insured institutions. Under this classification system, problem assets of insured institutions are classified as substandard, doubtful or loss. An asset is considered “substandard” if it involves more than an acceptable level of risk due to a deteriorating financial condition, unfavorable history of the borrower, inadequate payment capacity, insufficient security or other negative factors within the industry, market or management. Substandard loans have clearly defined weaknesses that can jeopardize the timely payments of the loan.
 
Assets classified as “doubtful” exhibit all of the weaknesses defined under the Substandard Category but with enough risk to present a high probability of some principal loss on the loan, although not yet fully ascertainable in amount. Assets classified as “loss” are those considered un-collectable or of little value, even though a collection effort may continue after the classification and potential charge-off.
 
The Bank also internally classifies certain assets as “other assets especially mentioned” (“OAEM”); such assets do not demonstrate a current potential for loss but are monitored in response to negative trends which, if not reversed, could lead to a substandard rating in the future.
 
When an insured institution classifies problem assets as either “substandard” or “doubtful,” it may establish specific allowances for loan losses in an amount deemed prudent by management. When an insured institution classifies problem assets as “loss,” it is required either to establish an allowance for losses equal to 100% of that portion of the assets so classified or to charge off such amount. All of the Bank’s loans rated “substandard” and worse are also on non-accrual and deemed impaired.
 
At December 31, 2016, the Bank had assets classified as follows:

 
Loan Balance
 
(Amounts in thousands)
 
 
OAEM
17,554

Substandard
21,906

 
$
39,460


Foreclosed Real Estate. Real estate acquired by the Bank as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned until such time as it is sold. When real estate owned is acquired, it is recorded at its fair value less disposal costs. Management also periodically performs valuations of real estate owned and establishes allowances to reduce book values of the properties to their net realizable values when necessary. Any write-down of real estate owned is charged to operations. Real estate owned at December 31, 2016 was $10.5 million. The real estate owned consisted of 16 properties, the largest being a condominium development located in Absecon, New Jersey at $3.3 million.

Allowance for Losses on Loans. It is the policy of management to provide for possible losses on all loans in its portfolio, whether classified or not. A provision for loan losses is charged to operations based on management’s evaluation of the inherent losses estimated to have occurred in the Bank’s loan portfolio.

Management’s judgment as to the level of probable losses on existing loans is based on its internal review of the loan portfolio, including an analysis of the borrower's current financial position; the level and trends in delinquencies, non-accruals and impaired loans; the consideration of national and local economic conditions and trends; concentrations of credit; the impact of any changes in credit policy; the experience and depth of management and the lending staff; and any trends in loan volume and terms. In determining the collectability of certain loans, management also considers the fair value of any underlying collateral. However, management’s determination of the appropriate allowance level, which is based upon the factors outlined above, which are believed to be reasonable, may or may not prove to be valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required.

The following table sets forth information with respect to the Bank’s allowance for losses on loans at the dates and for the periods indicated.


6


  
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(Dollars in thousands)
Balance at beginning of the period
$
16,136

 
$
18,043

 
$
18,560

 
$
18,936

 
$
19,323

Charge-offs:
 

 
 

 
 

 
 

 
 

Commercial and Industrial
(76
)
 
(1,554
)
 
(395
)
 
(4
)
 
(66
)
Real Estate Construction:
 

 
 

 
 

 
 

 
 

Residential
—

 
(238
)
 
—

 
—

 
(1,326
)
Commercial
(1,081
)
 
(2,745
)
 
(16
)
 
—

 
(310
)
Real Estate Mortgage:
 

 
 

 
 

 
 

 
 

Commercial - Owner Occupied
—

 
—

 
(476
)
 
(77
)
 
(1,058
)
Commercial - Non-Owner Occupied
(154
)
 
(638
)
 
(50
)
 
(2,641
)
 
(3,848
)
Residential - 1 to 4 Family
(704
)
 
(504
)
 
(2,841
)
 
(554
)
 
(1,531
)
Residential – Multifamily
(45
)
 
—

 
—

 
(8
)
 
—

Consumer
(6
)
 
(1
)
 
(31
)
 
(3
)
 
(38
)
Total charge-offs:
(2,066
)
 
(5,680
)
 
(3,809
)
 
(3,287
)
 
(8,177
)
Recoveries:
 

 
 

 
 

 
 

 
 

Commercial and Industrial
8

 
121

 
—

 
—

 
—

Real Estate Construction:
 

 
 

 
 

 
 

 
 

Residential
—

 
—

 
5

 
—

 
490

Commercial
—

 
—

 
—

 
—

 
—

Real Estate Mortgage:
 

 
 

 
 

 
 

 
 

Commercial - Owner Occupied
1

 
66

 
5

 
1

 
—

Commercial - Non-Owner Occupied
—

 
398

 
—

 
—

 
—

Residential - 1 to 4 Family
39

 
148

 
32

 
210

 
—

Residential - Multifamily
—

 
—

 
—

 
—

 
—

Consumer
—

 
—

 
—

 
—

 
—

Total recoveries:
48

 
733

 
42

 
211

 
490

Net charge-offs
(2,018
)
 
(4,947
)
 
(3,767
)
 
(3,076
)
 
(7,687
)
Provision for loan losses
1,462

 
3,040

 
3,250

 
2,700

 
7,300

Balance at end of period
$
15,580

 
$
16,136

 
$
18,043

 
$
18,560

 
$
18,936

Period-end loans outstanding (net of deferred costs/fees)
$
851,953

 
$
758,501

 
$
713,061

 
$
654,541

 
$
629,712

Average loans outstanding
$
800,677

 
$
731,032

 
$
669,771

 
$
644,735

 
$
612,342

Allowance as a percentage of period end loans
1.83
%
 
2.13
%
 
2.53
%
 
2.84
%
 
3.01
%
Net loans charged off as a percentage of average loans outstanding
0.26
%
 
0.78
%
 
0.57
%
 
0.51
%
 
1.34
%

Allocation of Allowance for Loan Losses. The following table sets forth the allocation of the Bank’s allowance for loan losses by loan category at the dates indicated and the related percentage of the loans in the portfolio. The portion of the loan loss allowance allocated to each loan category does not represent the total available for future losses that may occur within the loan category as the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio.


7


 
At December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
 
Amount
 
Percentage
of Loans 
to Total
Loans
 
Amount
 
Percentage
of Loans 
to Total
Loans
 
Amount
 
Percentage
of Loans 
to Total
Loans
 
Amount
 
Percentage
of Loans 
to Total
Loans
 
Amount
 
Percentage
of Loans 
to Total
Loans
 
(Amounts in thousands, except percentages)
Commercial and Industrial
$
1,188

 
3.1
%
 
$
952

 
3.6
%
 
$
1,679

 
4.2
%
 
$
591

 
3.5
%
 
$
470

 
3.5
%
Real Estate Construction:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential
268

 
1.0

 
247

 
1.0

 
316

 
0.8

 
414

 
1.1

 
845

 
1.2

Commercial
2,496

 
6.9

 
2,501

 
6.0

 
3,015

 
6.7

 
948

 
6.7

 
1,115

 
6.6

Real Estate Mortgage:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial - Owner 
  Occupied
2,082

 
14.5

 
3,267

 
22.7

 
3,296

 
24.8

 
4,735

 
26.0

 
4,095

 
25.0

Commercial - Non-Owner Occupied
3,889

 
31.5

 
3,838

 
33.8

 
4,962

 
33.4

 
7,530

 
33.7

 
7,379

 
35.2

Residential - 1 to 4 Family
4,916

 
36.3

 
4,802

 
28.1

 
4,156

 
24.1

 
3,612

 
22.6

 
4,384

 
22.3

Residential - Multifamily
505

 
4.7

 
254

 
2.4

 
357

 
3.5

 
389

 
3.7

 
312

 
3.4

Consumer
236

 
2.0

 
275

 
2.4

 
262

 
2.5

 
341

 
2.7

 
336

 
2.8

Total Allowance
$
15,580

 
100.0
%
 
$
16,136

 
100.0
%
 
$
18,043

 
100.0
%
 
$
18,560

 
100.0
%
 
$
18,936

 
100.0
%

Investment Activities
 
General. The investment policy of the Company is established by senior management and approved by the Board of Directors. It is based on asset and liability management goals and is designed to provide a portfolio of high quality investments that foster interest income within acceptable interest rate risk and liquidity guidelines. In accordance with accounting guidance, the Company classifies the majority of its portfolio of investment securities as “available for sale” with the remainder, which are municipal bonds, as “held to maturity.” At December 31, 2016, the Bank’s investment policy allowed investments in instruments such as: (i) U.S. Treasury obligations, (ii) U.S. government agency or government-sponsored agency obligations, (iii) local municipal obligations, (iv) mortgage-backed securities, (v) certificates of deposit, and (vi) investment grade corporate bonds, trust preferred securities and mutual funds. The Board of Directors may authorize additional investments.
 
Composition of Investment Securities Portfolio. The following table sets forth the carrying value of the Bank’s investment securities portfolio at the dates indicated. For additional information, see Note 3 of the Notes to the Consolidated Financial Statements. At December 31, 2016, no one issuer of investment securities represented 10% or more of the Company’s stockholders’ equity.

 
At December 31,
 
2016
 
2015
 
2014
 
(Amounts in thousands)
Securities Held to Maturity:
 
 
 
 
 
State and political subdivisions
$
2,224

 
$
2,181

 
$
2,141

Securities Available for Sale:
 
 
 
 
 
Corporate debt obligations
1,011

 
1,031

 
522

Residential mortgage-backed securities
43,240

 
40,821

 
26,947

Collateralized mortgage obligations
166

 
253

 
390

Collateralized debt obligations
437

 
462

 
349

Total securities available for sale
44,854

 
42,567

 
28,208

Total
$
47,078

 
$
44,748

 
$
30,349


Investment Portfolio Maturities. The following table sets forth information regarding the scheduled maturities, amortized costs, estimated fair values, and weighted average yields for the Bank’s investment securities portfolio at December 31, 2016, by contractual maturity. The following table does not take into consideration the effects of scheduled repayments or the effects of possible prepayments.


8


 
At December 31, 2016
 
One to Five Years
 
Five to Ten Years
 
More Than Ten Years
 
Total Investment Securities
 
Amortized
Cost
 
Average
Yield
 
Amortized
Cost
 
Average
Yield
 
Amortized
Cost
 
Average
Yield
 
Amortized
Cost
 
Average
Yield
 
Fair
Value
 
(Amounts in thousands, except yields)
Securities Held to Maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
—

 
—
%
 
$
1,212

 
4.47

 
$
1,012

 
—
%
 
$
2,224

 
2.44
%
 
$
2,411

Securities Available for Sale:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. government sponsored entities
$
—

 
—

 
$
—

 
—

 
$
—

 
—

 
$
—

 
—

 
$
—

Corporate debt obligations
—

 
—

 
500

 
4.75

 
500

 
8.13

 
1,000

 
6.44

 
1,011

Residential mortgage-backed securities
48

 
3.81

 
1,116

 
2.87

 
42,366

 
2.44

 
43,530

 
2.45

 
43,240

Collateralized mortgage obligations
57

 
4.00

 
—

 
—

 
103

 
4.50

 
160

 
4.32

 
166

Collateralized debt obligations
—

 
—

 
—

 
—

 
746

 
—

 
746

 
—

 
437

Total securities available for sale
105

 
3.91

 
1,616

 
3.45

 
43,715

 
2.47

 
45,436

 
2.51

 
44,854

Total
$
105

 
3.91
%
 
$
2,828

 
3.89
%
 
$
44,727

 
2.41
%
 
$
47,660

 
2.50
%
 
$
47,265


Sources of Funds
 
General. Deposits are the major external source of the Bank’s funds for lending and other investment purposes. In addition to deposits, the Bank derives funds from the amortization, prepayment or sale of loans, maturities of investment securities and operations. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and market conditions.
 
Deposits. The Bank offers individuals and businesses a wide variety of accounts, including checking, savings, money market accounts, individual retirement accounts and certificates of deposit. Deposits are obtained primarily from communities that the Bank serves, however, the Bank held brokered deposits of $51.2 million and $20.9 million at December 31, 2016 and 2015, respectively. Brokered deposits are a more volatile source of funding than core deposits and do not increase the deposit franchise of the Bank. In a rising rate environment, the Bank may be unwilling or unable to pay a competitive rate. To the extent that such deposits do not remain with the Bank, they may need to be replaced with borrowings which could increase the Bank’s cost of funds and negatively impact its interest rate spread, financial condition and results of operation. To mitigate the potential negative impact associated with brokered deposits, the Bank joined Promontory Interfinancial Network ("Promontory") during 2007 to secure an additional alternative funding source. Promontory provides the Bank an additional source of external funds through their weekly CDARS™ settlement process. The rates are comparable to brokered deposits and can be obtained within a shorter period time than brokered deposits. The Bank’s CDARS™ deposits included within the brokered deposit total amounted to $51.2 million, $20.9 million and $20.3 million at December 31, 2016, 2015 and 2014, respectively.
 
The following tables detail the average amount, the average rate paid, and the percentage of each category to total deposits for the most recent three years ended December 31.

 
2016
 
Average
Balance
 
Yield/Rate
 
Percent of
Total
 
(Amounts in thousands, except percentages)
NOWs
$
32,499

 
0.50%
 
4.49
%
Money markets
123,017

 
0.51%
 
17.01

Savings
175,163

 
0.53%
 
24.22

Time deposits
284,018

 
1.17%
 
39.28

Brokered CDs
45,961

 
0.83%
 
6.36

Total interest-bearing deposits
660,658

 
0.82%
 
 

Non-interest bearing demand deposits
62,483

 
 
 
8.64

Total deposits
$
723,141

 
 
 
100.00
%


9


 
2015
 
Average
Balance
 
Yield/Rate
 
Percent of
Total
 
(Amounts in thousands, except percentages)
NOWs
$
31,318

 
0.49%
 
4.75
%
Money markets
112,180

 
0.50%
 
17.00

Savings
188,392

 
0.53%
 
28.56

Time deposits
251,816

 
1.13%
 
38.17

Brokered CDs
30,337

 
0.62%
 
4.60

Total interest-bearing deposits
614,043

 
0.77%
 
 

Non-interest bearing demand deposits
45,656

 
 
 
6.92

Total deposits
$
659,699

 
 
 
100.00
%

 
2014
 
Average
Balance
 
Yield/Rate
 
Percent of
Total
 
(Amounts in thousands, except percentages)
NOWs
$
27,771

 
0.50%
 
4.35
%
Money markets
101,090

 
0.55%
 
15.85

Savings
210,380

 
0.59%
 
32.98

Time deposits
255,372

 
1.08%
 
40.04

Brokered CDs
6,785

 
0.72%
 
1.06

Total interest-bearing deposits
601,398

 
0.79%
 
 

Non-interest bearing demand deposits
36,493

 
 
 
5.72

Total deposits
$
637,891

 
 
 
100.00
%

The following table indicates the amount of the Bank’s certificates of deposit of $100,000 or more by time remaining until maturity as of December 31, 2016.

Maturity Period
 
Certificates of Deposit
 
 
(Amounts in thousands)
Within three months
 
$
24,433

Three through twelve months
 
94,332

Over twelve months
 
34,346

Total
 
$
153,111

 
Borrowings. Borrowings consist of subordinated debt and advances from the FHLB and other parties. Borrowings from the FHLB outstanding during 2016, 2015, and 2014, had maturities of ten years or less and cannot be prepaid without penalty.

The following table sets forth information regarding the Bank’s borrowings:

 
December 31,
 
2016
 
2015
 
2014
 
(Amounts in thousands, except rates)
Amount outstanding at year end
$
79,650

 
$
98,053

 
$
62,755

Weighted average interest rates at year end
1.57
%
 
1.45
%
 
1.33
%
Maximum outstanding at any month end
$
103,053

 
$
98,053

 
$
64,139

Average outstanding
$
89,720

 
$
80,729

 
$
62,800

Weighted average interest rate during the year
1.49
%
 
1.32
%
 
1.33
%


10


Subsidiary Activities
 
The largest subsidiary of the Company is the Bank. Effective April 29, 2016, the Company sold its 51% interest in the assets of 44 Business Capital LLC ("44BC"), and certain related assets held by the Bank, to Berkshire Hills Bancorp, Inc. and its wholly owned banking subsidiary, Berkshire Bank for total consideration of $50.7 million.

Personnel
 
At December 31, 2016, the Bank had 67 full-time and 19 part-time employees.
 
Regulation
 
Set forth below is a brief description of certain laws that relate to the regulation of the Bank and the Company. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.
 
Holding Company Regulation
 
General. The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the “BHC Act”), and is regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Federal Reserve Board has enforcement authority over the Company and the Company's non-bank subsidiary which also permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to the subsidiary bank. The Company is required to file periodic reports of its operations with, and is subject to examination by, the Federal Reserve. This regulation and oversight is generally intended to ensure that the Company limits its activities to those allowed by law and that it operates in a safe and sound manner without endangering the financial health of its subsidiary bank.
 
Under the BHCA, the Company must obtain the prior approval of the Federal Reserve before it may acquire control of another bank or bank holding company, merge or consolidate with another bank holding company, acquire all or substantially all of the assets of another bank or bank holding company, or acquire direct or indirect ownership or control of any voting shares of any bank or bank holding company if, after such acquisition, the Company would directly or indirectly own or control more than 5% of such shares.

Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the BHC Act on extensions of credit to the bank holding company or any of its subsidiaries, on investments in the stock or other securities of the bank holding company or its subsidiaries, and on the taking of such stock or securities as collateral for loans to any borrower. Furthermore, under amendments to the BHC Act and regulations of the Federal Reserve Board, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or provision of credit or providing any property or services. Generally, this provision provides that a bank may not extend credit, lease or sell property, or furnish any service to a customer on the condition that the customer provide additional credit or service to the bank, to the bank holding company, or to any other subsidiary of the bank holding company or on the condition that the customer not obtain other credit or service from a competitor of the bank, the bank holding company, or any subsidiary of the bank.

Extensions of credit by the Bank to executive officers, directors, and principal shareholders of the Bank or any affiliate thereof, including the Company, are subject to Section 22(h) of the Federal Reserve Act, which among other things, generally prohibits loans to any such individual where the aggregate amount exceeds an amount equal to 15% of a bank’s unimpaired capital and surplus, plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral.
 
Source of Strength Doctrine. A bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, it is the policy of the Federal Reserve that a bank holding company should stand ready to use available resources to provide adequate capital to its subsidiary banks during periods of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company's failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice or a violation of the Federal Reserve regulations, or both.
 
Non-Banking Activities. The business activities of the Company, as a bank holding company, are restricted by the BHC Act. Under the BHC Act and the Federal Reserve Board’s bank holding company regulations, the Company may only engage in, or acquire or control voting securities or assets of a company engaged in, (1) banking or managing or controlling banks and other subsidiaries authorized under the BHC Act and (2) any BHC Act activity the Federal Reserve Board has determined to be so closely related to banking or managing or controlling banks to be a proper incident thereto. These include any incidental activities necessary to carry on those activities, as well as a lengthy list of activities that the Federal Reserve Board has determined to be so closely related to the business of banking as to be a proper incident thereto.

Financial Modernization. The Gramm-Leach-Bliley Act permits greater affiliation among banks, securities firms, insurance companies, and other companies under a new type of financial services company known as a “financial holding company.” A financial

11


holding company essentially is a bank holding company with significantly expanded powers. Financial holding companies are authorized by statute to engage in a number of financial activities previously impermissible for bank holding companies, including securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; and merchant banking activities. The Act also permits the Federal Reserve and the Treasury Department to authorize additional activities for financial holding companies if they are “financial in nature” or “incidental” to financial activities. A bank holding company may become a financial holding company if it and each of its subsidiary banks is well capitalized and well managed, and each of its subsidiary banks has at least a “satisfactory” CRA rating. A financial holding company must provide notice to the Federal Reserve within 30 days after commencing activities previously determined by statute or by the Federal Reserve Board and Department of the Treasury to be permissible. The Company has not submitted notice to the Federal Reserve Board of its intent to be deemed a financial holding company.
 
Regulatory Capital Requirements. The Federal Reserve has adopted capital adequacy guidelines pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company and in analyzing applications to it under the BHC Act. The Federal Reserve’s capital adequacy guidelines are similar to those imposed on the Bank by the FDIC. See “Regulation of the Bank-Regulatory Capital Requirements” and “Recent Amendments to Regulatory Capital Requirements.”  The Federal Reserve, however, has adopted a policy statement that exempts bank holding companies with less than $1.0 billion in consolidated assets that are not engaged in significant non-banking or off-balance sheet activities and that do not have a material amount of debt or equity securities registered with the SEC from its regulatory capital requirements.  As long as their bank subsidiaries are well capitalized, such bank holding companies need only maintain a pro forma debt to equity ratio of less than 1.0 in order to pay dividends and repurchase stock and to be eligible for expedited treatment on applications.

Federal Securities Law. The Company’s common stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Company is subject to the periodic reporting and other requirements of Section 12(b) of the 1934 Act, as amended.

Regulation of the Bank
 
The Bank operates in a highly regulated industry. This regulation and supervision establishes a comprehensive framework of activities in which a bank may engage and is intended primarily for the protection of the deposit insurance fund and depositors and not shareholders of the Bank.
 
Any change in applicable statutory and regulatory requirements, whether by the New Jersey Department of Banking and Insurance, the FDIC, or the United States Congress could have a material adverse impact on the Bank, and its operations. The adoption of regulations or the enactment of laws that restrict the operations of the Bank or impose burdensome requirements upon it could reduce its profitability and could impair the value of the Bank’s franchise which could hurt the trading price of the Bank’s stock.
 
As a New Jersey-chartered commercial bank, the Bank is subject to the regulation, supervision, and control of the New Jersey Department of Banking and Insurance. As an FDIC-insured institution, the Bank is subject to regulation, supervision and control of the FDIC, an agency of the federal government. The regulations of the FDIC and the New Jersey Department of Banking and Insurance affect virtually all activities of the Bank, including the minimum level of capital the Bank must maintain, the ability of the Bank to pay dividends, the ability of the Bank to expand through new branches or acquisitions and various other matters.
 
Federal Deposit Insurance. The Bank’s deposits are insured to applicable limits by the FDIC. Under the Dodd-Frank Act, the maximum deposit insurance amount has been permanently increased from $100,000 to $250,000.
 
The FDIC has adopted a risk-based premium system that provides for quarterly assessments based on an insured institution’s ranking in one of four risk categories based on their examination ratings and capital ratios. The assessment base is the institution’s average consolidated assets less average tangible equity. Insured banks with more than $1.0 billion in assets must calculate quarterly average assets based on daily balances while smaller banks and newly chartered banks may use weekly averages. In the case of a merger, the average assets of the surviving bank for the quarter must include the average assets of the merged institution for the period in the quarter prior to the merger. Average assets are reduced by goodwill and other intangibles. Average tangible equity equals Tier 1 capital. For institutions with more than $1.0 billion in assets, average tangible equity is calculated on a weekly basis while smaller institutions may use the quarter-end balance.

Prior to July 1, 2016, the base assessment rate for insured institutions in Risk Category I ranged between 5 to 9 basis points and for institutions in Risk Categories II, III, and IV, the assessment rate was 14, 23 and 35 basis points, respectively. An institution’s assessment rate may be reduced based on the amount of its outstanding unsecured long-term debt and for institutions in Risk Categories II, III and IV may be increased based on their brokered deposits. Risk Categories are eliminated for institutions with more than $10 billion in assets which will be assessed at a rate between 5 and 35 basis points.

Effective July 1, 2016, the FDIC amended its assessment regulations for banks with less than $10 billion in assets to replace the previous risk categories with updated financial ratios that are designed to better predict the risk of failure of insured institutions. The amended rules became effective during the first quarter after the reserve ratio of the Deposit Insurance Fund reached 1.15% and will remain in effect until the reserve ratio reaches 2.0%. The amended regulations set a maximum rate that

12


banks rated CAMELS 1 or 2 may be charged and a minimum rate that CAMELS 3, 4 and 5 banks may be charged. Under the amended rules, the FDIC uses a bank’s weighted average CAMELS component ratings and the following financial measures to determine assessments: Tier 1 leverage ratio; ratio of net income before taxes to total assets; ratio of non-performing loans to gross assets; and ratio of other real estate owned to gross assets. In addition, assessments take into consideration core deposits to total assets, one-year asset growth and a loan mix index. The loan mix measures the extent to which a bank’s total assets include higher risk loans. To calculate the loan mix index, each category of loan in the bank’s portfolio (other than credit card loans) would be divided by the bank’s total assets to determine the percentage of assets represented by that loan category. Each percentage is then multiplied by that loan category’s historical weighted average industry-wide charge-off rate. The sum of these numbers determines the loan mix index value for that bank. The amended regulations are intended to be revenue neutral to the FDIC but to shift premium payments to higher risk institutions. Most institutions are expected to see lower premiums. A companion regulation assesses banks over $10 billion in assets at higher rates for two years in accordance with the requirements of the Dodd-Frank Act.

In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize the Federal Savings and Loan Insurance Corporation. The FICO assessment rates, which are determined quarterly, averaged .01% of insured deposits on an annualized basis in fiscal year 2016. These assessments will continue until the FICO bonds mature in 2017.
Regulatory Capital Requirements. The FDIC has promulgated capital adequacy requirements for state-chartered banks that, like the Bank, are not members of the Federal Reserve System. Effective January 1, 2015, the capital adequacy requirements were substantially revised to conform them to the international regulatory standards agreed to by the Basel Committee on Banking Supervision in the accord often referred to as “Basel III”. The final rule applies to all depository institutions as well as to all top-tier bank and savings and loan holding companies that are not subject to the Federal Reserve Board’s Small Bank Holding Company Policy Statement.
Under the FDIC’s revised capital adequacy regulations, the Bank is required to meet four minimum capital standards: (1) “Tier 1” or “core” capital leverage ratio equal to at least 4% of total adjusted assets, (2) a common equity Tier 1 capital ratio equal to 4.5% of risk-weighted assets, (3) a Tier 1 risk-based ratio equal to 6% of risk-weighted assets, and (4) a total capital ratio equal to 8% of total risk-weighted assets. Common equity Tier 1 capital is defined as common stock instruments, retained earnings, any common equity Tier 1 minority interest and, unless the bank has made an “opt-out” election, accumulated other comprehensive income, net of goodwill and certain other intangible assets. Tier 1 or core capital is defined as common equity Tier 1 capital plus certain qualifying subordinated interests and grandfathered capital instruments. Total capital consists of Tier 1 capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, qualifying subordinated instruments and certain grandfathered capital instruments. An institution’s risk-based capital requirements are measured against risk-weighted assets, which equal the sum of each on-balance-sheet asset and the credit-equivalent amount of each off-balance-sheet item after being multiplied by an assigned risk weight. Risk weightings range from 0% for cash to 100% for property acquired through foreclosure, commercial loans, and certain other assets to 150% for exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property.
In addition to higher capital requirements, the new capital rules will require banks and covered financial institution holding companies to maintain a capital conservation buffer of at least 2.5% of risk-weighted assets over and above the minimum risk-based capital requirements. Institutions that do not maintain the required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement will be phased in over four years beginning January 1, 2016. The fully phased-in capital buffer requirement will effectively raise the minimum required risk-based capital ratios to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital on a fully phased-in basis.
In assessing an institution’s capital adequacy, the FDIC takes into consideration not only these numeric factors but also qualitative factors, and has the authority to establish higher capital requirements for individual institutions where necessary.
Prompt Corrective Regulatory Action. Under applicable federal statutes, the federal bank regulatory agencies are required to take “prompt corrective action” with respect to institutions that do not meet specified minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, under capitalized, significantly under capitalized and critically under capitalized. Under the FDIC’s prompt corrective action regulations, an institution is deemed to be “well capitalized” if it has a Total Risk-Based Capital Ratio of 10.0% or greater, a Tier 1 Risk-Based Capital Ratio of 8.0% or greater, a Common Equity Tier 1 risk-based capital ratio of 6.5% or better and a leverage ratio of 5.0% or greater. An institution is “adequately capitalized” if it has a Total Risk-Based Capital Ratio of 8.0% or greater, a Tier 1 Risk-Based Capital Ratio of 6.0% or greater, a Common Equity Tier 1 Capital Ratio of 4.5% or better and a Leverage Ratio of 4.0% or greater. An institution is “under capitalized” if it has a Total Risk-Based Capital Ratio of less than 8.0%, a Tier 1 Risk-Based Capital ratio of less than 6.0%, a Common Equity Tier 1 ratio of less than 4.5% or a Leverage Ratio of less than 4.0%. An institution is deemed to be “significantly under capitalized” if it has a Total Risk-Based Capital Ratio of less than 6.0%, a Tier 1 Risk-Based Capital Ratio of less than 4.0%, a Common Equity Tier 1 ratio of less than 3.0% or a Leverage Ratio of less than 3.0%. An institution is considered to be “critically under capitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%

13


The prompt corrective action regulations provide for the imposition of a variety of requirements and limitations on institutions that fail to meet the above capital requirements. In particular, the FDIC may require any non-member bank that is not “adequately capitalized” to take certain action to increase its capital ratios. If the non-member bank’s capital is significantly below the minimum required levels of capital or if it is unsuccessful in increasing its capital ratios, the bank’s activities may be restricted.

At December 31, 2016, the Bank qualified as “well capitalized” under the prompt corrective action rules.

Volcker Rule. On July 21, 2015, banking entities, which include insured depository institutions, their holding companies and affiliates of either, became subject to regulations implementing the so-called Volcker Rule of the Dodd-Frank Act, which prohibits proprietary trading for the entity’s own account in certain financial instruments, including securities, derivatives, futures and options but excluding loans, physical commodities and foreign exchange and currency. Under the rules adopted by the federal financial regulatory agencies, the purchase or sale of a financial instrument that has been held for less than 60 days is presumed to be proprietary trading for the purpose of short-term resale or benefiting from short-term price movements or for another prohibited purpose unless the banking organization can demonstrate a contrary purpose. Purchases and sales of financial instruments pursuant to repurchase and reverse repurchase agreements or securities lending agreements, however, are excluded from the definition of proprietary trading. Also excluded from the definition of proprietary trading are purchases and sales of financial instruments where the bank is acting solely as agent for a customer, as trustee for a pension or deferred compensation plan or in connection with the collection of debts previously contracted. Purchases and sales of highly liquid securities that are not reasonably expected to result in short-term trading gains and in an amount consistent with near-term funding needs are excluded from proprietary trading if conducted pursuant to a documented liquidity management plan. Certain proprietary trading activities are permitted if conducted in connection with underwriting or market-making activities or risk-mitigating hedging activities. Proprietary trading is also permitted in U.S. government, agency and government sponsored-enterprise securities and obligations of states and political subdivisions and the FDIC but not in derivatives of the foregoing.
 
The Volcker Rule also prohibits banking entities from sponsoring or directly or indirectly acquiring as principal any ownership interest in a “covered fund” unless permitted by the rule. For purposes of this prohibition, a covered fund is any investment fund such as a hedge or private equity fund that would be required to register as an investment company under SEC rules but for the statutory exemptions for funds held by not more than 100 persons or owned solely by high net worth investors, any exempt or substantively similar non-exempt commodity pool and certain foreign investment funds. Excluded from the definition of covered fund are wholly owned subsidiaries of a banking entity or its affiliates, certain permissible joint ventures, insurance company separate accounts for which the banking entity is a beneficiary provided the banking entity does not control investment decisions on the underlying assets or participate in the profits for the separate account except in accordance with supervisory guidance regarding bank owned life insurance, certain vehicles for loan and other permissible securitizations, small business investment companies, public welfare companies permitted under the National Bank Act, business development companies, registered investment companies and investment funds exempt from SEC registration under other statutory  provisions. Investments in pooled trust preferred securities are permitted if acquired before December 10, 2013 and the banking entity reasonably believes that the trust preferred securities in the pool were issued prior to May 19, 2010 by depository institution holding companies with less than $15 billion in assets or by mutual holding companies.
 
The Volcker Rule prohibits a banking entity from engaging in certain covered transactions, including loans, securities and asset purchases, with any covered fund for which it serves as investment manager, advisor or sponsor or that it organizes and offers. Any transactions with a covered fund must be on terms as favorable to the banking entity as transactions with non-affiliates. Finally, the Volcker Rule prohibits any otherwise permitted proprietary trading or covered fund activity that would involve a material conflict of interest between the banking entity and its customers, result in a material exposure of the banking entity to high risk assets or trading strategies or would pose a threat to the safety and soundness of the banking entity or the financial stability of the United States.
  
Item 1A.
Risk Factors
 
This item is not applicable as the Company is a “smaller reporting company.”

Item 1B.
Unresolved Staff Comments

None.

Item 2.
Properties

(a)
Properties.

The Company’s and the Bank’s main office is located in Washington Township, Gloucester County, New Jersey, in an office building of approximately 13,000 square feet. The main office facilities include teller windows, a lobby area, drive-through windows, automated teller machine, a night depository, and executive and administrative offices. In December 2002, the Bank executed its lease option to purchase the building for $1.5 million.
 

14


The Bank also conducts business from a full-service office in Northfield, New Jersey, a full-service office in Washington Township, Gloucester County, New Jersey, a full-service office in Philadelphia, Pennsylvania, and a full-service office in Galloway Township, NJ. These offices were opened by the Bank in September 2002, February 2003, August 2006 and May 2010, respectively. The Northfield office and the Philadelphia office are leased. The Washington Township office was purchased in February 2003. The Bank opened two new offices, a full service office in Collingswood, New Jersey, opened in September 2016, and a full service office in Philadelphia, Pennsylvania, opened December 2016. Both the new offices are leased. Management considers the physical condition of all offices to be good and adequate for the conduct of the Bank’s business. At December 31, 2016, net property and equipment totaled approximately $5.2 million.

Item 3.
Legal Proceedings

On June 19, 2015, Devon Drive Lionville, LP, North Charlotte Road Pottstown, LP, Main Street Peckville, LP, Rhoads Avenue Newtown Square, LP, VG West Chester Pike, LP, 1301 Phoenix, LP, John M. Shea and George Spaeder (collectively, the “Plaintiffs”), filed suit in the U.S. District Court for the Eastern District of Pennsylvania, against Parke Bancorp, Inc., Parke Bank and ParkeBank's President and Chief Executive Officer and Senior Vice President (collectively the "Parke Parties") alleging civil violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO"), among other claims, seeking compensatory and punitive damages. The allegations stem from a series of loans made by Parke Bank to the various Plaintiffs which subsequently went into default. The Plaintiffs are alleging that funds of one or more of the Plaintiffs were used to repay loans of another. The Parke Parties believe the material allegations of wrongdoing are without merit and intend to vigorously defend against the claims asserted in this litigation. The Parke Parties have filed a motion to dismiss all of the claims asserted against the Parke Parties on the grounds that, among other things, the claims asserted were addressed in prior litigation between the parties, including foreclosure actions, resolved in favor of the Parke Parties.

Item 4.
Mine Safety Disclosures

Not applicable

PART II

Item 5.
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)
The information contained under the section captioned “Market Prices and Dividends” in the Company’s 2016 Annual Report is incorporated herein by reference.

(b)
Not applicable.

Treasury Stock: The Company, in 2015, announced Plans to purchase up to 500,000 shares of its own stock. In 2016 there were 294 shares of Treasury stock purchased. In addition the Company issued a 10% stock dividend or 3,874 shares, to Treasury shares held in street name.

Item 6.
Selected Financial Data

The information contained under the section captioned “Selected Financial Data” in the 2016 Annual Report is incorporated herein by reference.

Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report is incorporated herein by reference.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk

The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Interest Rate Sensitivity and Liquidity — Rate Sensitivity Analysis” in the Annual Report is incorporated herein by reference.

Item 8.
Financial Statements and Supplementary Data

The Company’s financial statements listed under Item 15 are incorporated herein by reference.


Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None


15


Item 9A.
Controls and Procedures
 
(a)           Disclosure Controls and Procedures
 
Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Annual Report on Form 10-K such disclosure controls and procedures are effective.
 
(b)           Internal Control Over Financial Reporting
 
1.  Management’s Annual Report on Internal Control Over Financial Reporting.
 
Management’s report on the Company’s internal control over financial reporting appears in the Company’s financial statements that are contained in the 2016 Annual Report filed as Exhibit 13 to this Annual Report on Form 10-K. Such report is incorporated herein by reference.

2. Changes in internal control over financial reporting.
 
During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.
Other Information

Not applicable.

PART III

Item 10.
Directors, Executive Officers and Corporate Governance

The information contained under the headings “Section 16(a) Beneficial Ownership Reporting Compliance”, “Proposal I - Election of Directors” and “Corporate Governance” in the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference.
 
The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the Code of Ethics will be furnished without charge upon written request to the Chief Financial Officer, Parke Bancorp, Inc., 601 Delsea Drive, Washington Township, New Jersey, 08080.

There have been no material changes to the procedures by which security holders may recommend nominees to the Registrant’s Board of Directors since the date of the Registrant’s last proxy statement mailed to its stockholders.

Item 11.
Executive Compensation
 
The information contained in the sections captioned “Executive Compensation” and “Director Compensation” in the Proxy Statement is incorporated herein by reference.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)           Security Ownership of Certain Beneficial Owners
 
The information contained in the section captioned “Principal Holders of our Common Stock” in the Proxy Statement is incorporated herein by reference.
 
(b)           Security Ownership of Management
 
The information contained in the sections captioned “Principal Holders of our Common Stock” and “Proposal I – Election of Directors” in the Proxy Statement is incorporated herein by reference.
 
(c)           Management of the Registrant knows of no arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant.
 
(d)           Securities Authorized for Issuance Under Equity Compensation Plans


16


Set forth below is information as of December 31, 2016, with respect to compensation plans under which equity securities of the Registrant are authorized for issuance.

Equity compensation plans approved by shareholders
( a )
Number of Securities to be
issued upon exercise of
outstanding options
 
( b )
Weighted-average
exercise price of
outstanding options
 
( c )
Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities reflected
in column (a))
2015 Equity incentive plan
156,860
 
$10.39
 
343,140
Total
156,860
 
$10.39
 
343,140

Item 13.
Certain Relationships and Related Transactions, and Director Independence

The information contained in the sections captioned “Related Party Transactions” and “Corporate Governance” in the Proxy Statement is incorporated herein by reference.

Item 14.
Principal Accountant Fees and Services

The information contained in the section captioned “Proposal II - Ratification of Appointment of Auditors” in the Proxy Statement is incorporated herein by reference.

PART IV

Item 15.
Exhibits and Financial Statement Schedules
 
(a)           Listed below are all financial statements and exhibits filed as part of this report.

1
The following financial statements and the independent auditors’ report included in the Annual Report are incorporated herein by reference:
 
 
 
•
Management’s Report on Internal Controls
 
 
 
•
Report of Independent Registered Public Accounting Firm
 
 
 
•
Consolidated Balance Sheets as of December 31, 2016 and 2015
 
 
 
•
Consolidated Statements of Income for the Years Ended December 31, 2016 and 2015
 
 
 
•
Consolidated Statements of Equity for the Years Ended December 31, 2016 and 2015
 
 
 
•
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016 and 2015
 
 
 
•
Notes to Consolidated Financial Statements
 
 
2
Schedules omitted as they are not applicable.
 
 
3
The following exhibits are included in this Report or incorporated herein by reference:
 
 
 
3.1
Certificate of Incorporation of Parke Bancorp, Inc. (1)
3.2
Bylaws of Parke Bancorp, Inc. (1)
3.3
Certificate of Amendment setting forth the terms of the Registrant’s 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B (2)



4.1
Specimen stock certificate of Parke Bancorp, Inc. (1)
10.1
Amended Employment Agreement Between Bancorp, Bank and Vito S. Pantilione (3)
10.2
Supplemental Executive Retirement Plan (1)
10.3
1999 Stock Option Plan (1)
10.4
2002 Stock Option Plan (1)
10.5
2003 Stock Option Plan (1)
10.6
2005 Stock Option Plan (4)
10.7
2015 Equity Incentive Plan (5)
10.8
SERP Agreement with Elizabeth A. Milavsky (6)
10.9
SERP Agreement with John F. Hawkins (6)
10.10
Management Change in Control Severance Agreement with Elizabeth A. Milavsky (3)
10.11
Management Change in Control Severance Agreement with John F. Hawkins (3)
10.12
Management Change in Control Severance Agreement with David Middlebrook
10.13
Management Change in Control Severance Agreement with Paul Palmieri
10.14
Management Change in Control Severance Agreement with Daniel Sulpizio
10.15
Management Change in Control Severance Agreement with Ralph Gallo
10.16
Management Change in Control Severance Agreement with Dolores Calvello
13
Annual Report to Shareholders for the fiscal year ended December 31, 2016
21
Subsidiaries of the Registrant
23
Consent of RSM US LLP
31.1
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of CEO & CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document *
101.SCH
XBRL Schema Document *
101.CAL
XBRL Calculation Linkbase Document *
101.LAB
XBRL Labels Linkbase Document *
101.PRE
XBRL Presentation Linkbase Document *
101.DEF
XBRL Definition Linkbase Document *

*
Submitted as Exhibits 101 to this Form 10-K are documents formatted in XBRL (Extensible Business Reporting Language).
(1)
Incorporated by reference to the Company’s Registration Statement on Form S-4 filed with the SEC on January 31, 2005.
(2)
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 24, 2013.
(3)
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2016.
(4)
Incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on December 20, 2005.
(5)
Incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on November 16, 2015 (333-208051).
(6)
Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 22, 2016.

18


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
 
 
 
 
 
 
Dated: March 17, 2017
 
 
/s/ Vito S. Pantilione 
 
 
By:
Vito S. Pantilione
President, Chief Executive Officer and Director
 
Pursuant to the requirement of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 17, 2017.
 
/s/ Celestino R. Pennoni 
 
/s/ Vito S. Pantilione 
Celestino R. Pennoni
 
Vito S. Pantilione
Chairman of the Board and Director
 
President, Chief Executive Officer and Director
 
 
 
 
 
 
/s/ Fred G. Choate 
 
/s/ Daniel J. Dalton 
Fred G. Choate
 
Daniel J. Dalton
Director
 
Director
 
 
 
/s/ Arret F. Dobson 
 
/s/ Anthony Jannetti
Arret F. Dobson
 
Anthony Jannetti
Director
 
Director
 
 
 
/s/ Edward Infantolino 
 
/s/ Jeffrey H. Krippitz 
Edward Infantolino
 
Jeffrey H. Krippitz
Director
 
Director
 
 
 
/s/ Jack C. Sheppard, Jr.
 
/s/ John F. Hawkins 
Jack C. Sheppard, Jr.
 
John F. Hawkins
Director
 
Senior Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)