Unity Bancorp (UNTY) 10-Q 2022 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

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 Number 1-12431

Unity Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	22-3282551
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
64 Old Highway 22, Clinton, NJ	08809
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (800) 618-2265

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	UNTY	NASDAQ

Securities registered pursuant to Section 12(g) of the Exchange Act: None

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, as amended, 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 ⌧    No ☐

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). Yes ⌧    No ☐

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.:

Large accelerated filer  ◻	Accelerated filer  ◻	Nonaccelerated filer  ⌧	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 ⌧

The number of shares outstanding of each of the registrant’s classes of common equity stock, as of October 31, 2022 common stock, no par value: 10,545,312 shares outstanding.

Table of Contents

the three months ended September 30, 2022 and 2021
		Page #
PART I	CONSOLIDATED FINANCIAL INFORMATION
ITEM 1	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets at September 30, 2022 and December 31, 2021	3
	Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021	5
	Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2022 and 2021	7
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	8
	Notes to the Consolidated Financial Statements	9
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	61
ITEM 4	Controls and Procedures	61
PART II	OTHER INFORMATION	62
ITEM 1	Legal Proceedings	62
ITEM 1A	Risk Factors	62
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	62
ITEM 3	Defaults upon Senior Securities	62
ITEM 4	Mine Safety Disclosures	62
ITEM 5	Other Information	62
ITEM 6	Exhibits	63
	EXHIBIT INDEX	64
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32.1
	SIGNATURES	65

2

PART I        CONSOLIDATED FINANCIAL INFORMATION

ITEM 1        Consolidated Financial Statements (Unaudited)

Unity Bancorp, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands)	September 30, 2022		December 31, 2021
ASSETS
Cash and due from banks	$	24,959	$	26,053
Interest-bearing deposits		138,421		218,765
Cash and cash equivalents		163,380		244,818
Securities:
Debt securities available for sale		92,500		56,480
Debt securities held to maturity		35,897		14,276
Equity securities with readily determinable fair values		8,474		8,566
Total securities		136,871		79,322
Loans:
SBA loans held for sale		36,338		27,373
SBA loans held for investment		30,747		36,075
SBA PPP loans		6,706		46,450
Commercial loans		1,106,059		931,726
Residential mortgage loans		533,737		409,355
Consumer loans		79,662		77,944
Residential construction loans		149,165		120,525
Total loans		1,942,414		1,649,448
Allowance for loan losses		(23,861)		(22,302)
Net loans		1,918,553		1,627,146
Premises and equipment, net		19,094		19,914
Bank owned life insurance ("BOLI")		26,634		26,608
Deferred tax assets		12,910		10,040
Federal Home Loan Bank ("FHLB") stock		14,398		3,550
Accrued interest receivable		11,385		9,586
Goodwill		1,516		1,516
Prepaid expenses and other assets		34,796		11,213
Total assets	$	2,339,537	$	2,033,713
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing demand	$	497,752	$	529,227
Interest-bearing demand		267,558		244,073
Savings		682,756		694,161
Time, under $100,000		233,447		194,961
Time, $100,000 to $250,000		70,649		62,668
Time, $250,000 and over		44,435		33,791
Total deposits		1,796,597		1,758,881
Borrowed funds		280,000		40,000
Subordinated debentures		10,310		10,310
Accrued interest payable		294		129
Accrued expenses and other liabilities		22,102		18,664
Total liabilities		2,109,303		1,827,984
Shareholders’ equity:
Common stock		96,493		94,003
Retained earnings		148,174		123,037
Treasury stock		(11,633)		(11,633)
Accumulated other comprehensive (loss) income		(2,800)		322
Total shareholders’ equity		230,234		205,729
Total liabilities and shareholders’ equity	$	2,339,537	$	2,033,713
Shares issued		11,236		11,094
Shares outstanding		10,533		10,391
Treasury shares		703		703

3

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

Unity Bancorp, Inc.

Consolidated Statements of Income

(Unaudited)

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands, except per share amounts)	2022		2021		2022		2021
INTEREST INCOME
Interest-bearing deposits	$	168	$	48	$	416	$	105
FHLB stock		93		41		176		157
Securities:
Taxable		1,397		292		3,164		837
Tax-exempt		18		8		34		26
Total securities		1,415		300		3,198		863
Loans:
SBA loans		1,083		864		2,933		2,423
SBA PPP loans		277		1,751		1,546		5,228
Commercial loans		14,017		11,280		37,928		32,490
Residential mortgage loans		5,912		4,606		15,284		14,640
Consumer loans		1,075		736		2,914		2,274
Residential construction loans		2,184		1,628		6,018		4,330
Total loans		24,548		20,865		66,623		61,385
Total interest income		26,224		21,254		70,413		62,510
INTEREST EXPENSE
Interest-bearing demand deposits		320		247		682		863
Savings deposits		878		390		1,635		1,241
Time deposits		600		659		1,499		3,293
Borrowed funds and subordinated debentures		688		235		1,199		922
Total interest expense		2,486		1,531		5,015		6,319
Net interest income		23,738		19,723		65,398		56,191
Provision for loan losses		1,517		—		2,526		500
Net interest income after provision for loan losses		22,221		19,723		62,872		55,691
NONINTEREST INCOME
Branch fee income		336		294		892		858
Service and loan fee income		543		804		1,815		1,937
Gain on sale of SBA loans held for sale, net		—		—		852		741
Gain on sale of mortgage loans, net		280		968		1,231		3,785
BOLI income		170		138		494		399
Net security (losses) gains		(576)		202		(1,631)		535
Other income		357		403		2,446		1,175
Total noninterest income		1,110		2,809		6,099		9,430
NONINTEREST EXPENSE
Compensation and benefits		6,471		5,720		19,790		18,116
Processing and communications		708		747		2,166		2,303
Occupancy		702		654		2,205		1,991
Furniture and equipment		617		627		1,811		1,935
Professional services		221		315		1,060		1,035
Advertising		307		261		873		932
Other loan expenses		109		452		238		759
Deposit insurance		233		198		752		637
Director fees		240		189		698		600
Loan collection expenses		45		62		138		67
Other expenses		411		635		1,454		1,748
Total noninterest expense		10,064		9,860		31,185		30,123
Income before provision for income taxes		13,267		12,672		37,786		34,998
Provision for income taxes		3,325		3,213		9,285		8,625
Net income	$	9,942	$	9,459	$	28,501	$	26,373
Net income per common share – Basic	$	0.94	$	0.91	$	2.72	$	2.53
Net income per common share – Diluted	$	0.93	$	0.90	$	2.67	$	2.50
Weighted average common shares outstanding – Basic		10,522		10,372		10,491		10,412
Weighted average common shares outstanding – Diluted		10,714		10,507		10,694		10,546

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

4

Unity Bancorp, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)

	For the three months ended
	September 30, 2022						September 30, 2021
			Income tax
	Before tax		expense		Net of tax		Before tax		Income tax		Net of tax
(In thousands)	amount		(benefit)		amount		amount		expense		amount
Net income	$	13,267	$	3,325	$	9,942	$	12,672	$	3,213	$	9,459
Other comprehensive (loss) income
Debt securities available for sale:
Unrealized holding (losses) gains on securities arising during the period		(1,238)		(281)		(957)		481		122		359
Less: reclassification adjustment for (losses) gains on securities included in net income		(576)		(121)		(455)		198		42		156
Total unrealized (losses) gains on securities available for sale		(662)		(160)		(502)		283		80		203
Net unrealized gains from cash flow hedges:
Unrealized holding gains on cash flow hedges arising during the period		452		128		324		86		24		62
Total unrealized gains on cash flow hedges		452		128		324		86		24		62
Total other comprehensive (loss) income		(210)		(32)		(178)		369		104		265
Total comprehensive income	$	13,057	$	3,293	$	9,764	$	13,041	$	3,317	$	9,724

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

5

Unity Bancorp, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)

	For the nine months ended
	September 30, 2022						September 30, 2021
			Income tax
	Before tax		expense		Net of tax		Before tax		Income tax		Net of tax
(In thousands)	amount		(benefit)		amount		amount		expense		amount
Net income	$	37,786	$	9,285	$	28,501	$	34,998	$	8,625	$	26,373
Other comprehensive (loss) income
Debt securities available for sale:
Unrealized holding (losses) gains on securities arising during the period		(6,875)		(1,612)		(5,263)		1,042		257		785
Less: reclassification adjustment for (losses) gains on securities included in net income		(1,630)		(342)		(1,288)		533		113		420
Total unrealized (losses) gains on securities available for sale		(5,245)		(1,270)		(3,975)		509		144		365
Adjustments related to defined benefit plan:
Amortization of prior service cost		—		—		—		332		94		238
Total adjustments related to defined benefit plan		—		—		—		332		94		238
Net unrealized gains from cash flow hedges:
Unrealized holding gains on cash flow hedges arising during the period		1,190		337		853		911		257		654
Total unrealized gains on cash flow hedges		1,190		337		853		911		257		654
Total other comprehensive (loss) income		(4,055)		(933)		(3,122)		1,752		495		1,257
Total comprehensive income	$	33,731	$	8,352	$	25,379	$	36,750	$	9,120	$	27,630

6

Unity Bancorp, Inc.

Consolidated Statements of Changes in Shareholders’ Equity

For the three and nine months ended September 30, 2022 and 2021

(Unaudited)

							Accumulated
							other					Total
	Stock				Retained		comprehensive			Treasury		shareholders’
(In thousands)	Shares		Amount		earnings		income (loss)		aa	stock		equity
Balance, December 31, 2021	10,391		$	94,003	$	123,037	$	322		$	(11,633)	$	205,729
Net income	—	A		—		9,108		—			—		9,108
Other comprehensive income, net of tax	—			—		—		286			—		286
Dividends on common stock ($0.10 per share)	—			37		(1,045)		—			—		(1,008)
Common stock issued & related tax effects (1)	102			813		—		—			—		813
Balance, March 31, 2022	10,493			94,853		131,100		608			(11,633)		214,928
Net income	—		$	—	$	9,451	$	—		$	—		9,451
Other comprehensive loss, net of tax	—	A		—		—		(3,230)			—		(3,230)
Dividends on common stock ($0.11 per share)	—			43		(1,157)		—			—		(1,114)
Common stock issued & related tax effects (1)	18			754		—		—			—		754
Balance, June 30, 2022	10,511			95,650		139,394		(2,622)			(11,633)		220,789
Net income	—			—		9,942		—			—		9,942
Other comprehensive loss, net of tax	—			—		—		(178)			—		(178)
Dividends on common stock ($0.11 per share)	—			41		(1,162)		—			—		(1,121)
Common stock issued & related tax effects (1)	22			802		—		—			—		802
Balance, September 30, 2022	10,533		$	96,493	$	148,174	$	(2,800)		$	(11,633)	$	230,234

							Accumulated
							other					Total
	Stock				Retained		comprehensive		Treasury			shareholders’
(In thousands)	Shares		Amount		earnings		(loss) income		stock		aa	equity
Balance, December 31, 2020	10,456		$	91,873	$	90,669	$	(1,189)	$	(7,442)		$	173,911
Net income	—	A		—		8,496		—		—			8,496
Other comprehensive income, net of tax	—			—		—		655		—			655
Dividends on common stock ($0.08 per share)	—			30		(834)		—		—			(804)
Common stock issued & related tax effects (1)	36			277		—		—		—			277
Acquisition of treasury stock, at cost	(70)			—		—		—		(1,349)			(1,349)
Balance, March 31, 2021	10,422			92,180		98,331		(534)		(8,791)			181,186
Net income	—			—		8,418		—		—			8,418
Other comprehensive income, net of tax	—			—		—		337		—			337
Dividends on common stock ($0.09 per share)	—			33		(938)		—		—			(905)
Common stock issued & related tax effects (1)	34			597		—		—		—			597
Acquisition of treasury stock, at cost	(40)			—		—		—		(877)			(877)
Balance, June 30, 2021	10,416			92,810		105,811		(197)		(9,668)			188,756
Net income	—			—		9,459		—		—			9,459
Other comprehensive income, net of tax	—			—		—		265		—			265
Dividends on common stock ($0.09 per share)	—			34		(933)		—		—			(899)
Common stock issued & related tax effects (1)	32			565		—		—		—			565
Acquisition of treasury stock, at cost	(85)			—		—		—		(1,879)			(1,879)
Balance, September 30, 2021	10,363		$	93,409	$	114,337	$	68	$	(11,547)		$	196,267

(1) Includes the issuance of common stock under employee benefit plans, which includes nonqualified stock options and restricted stock expense related entries, employee option exercises and the tax benefit of options exercised.

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

7

Unity Bancorp, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months ended September 30,
(In thousands)	2022		2021
OPERATING ACTIVITIES:
Net income	$	28,501	$	26,373
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		2,526		500
Net amortization of purchase premiums and discounts on securities		26		180
Depreciation and amortization		2,112		1,125
PPP deferred fees and costs		(1,376)		368
Deferred income tax benefit		(2,064)		(2,300)
Net realized security gains		—		(47)
Stock compensation expense		1,239		1,189
Gain on sale of mortgage loans, net		(1,231)		(4,953)
Gain on sale of SBA loans held for sale, net		(852)		(741)
Origination of mortgage loans sold		(64,096)		(245,933)
Origination of SBA loans held for sale		(20,108)		(15,221)
Proceeds from sale of mortgage loans, net		65,327		250,886
Proceeds from sale of SBA loans held for sale, net		7,609		6,466
BOLI income		(494)		(399)
Net change in other assets and liabilities		(18,830)		2,681
Net cash (used in) provided by operating activities		(1,711)		20,174
INVESTING ACTIVITIES
Purchases of securities held to maturity		(26,748)		(10,248)
Purchase of equity securities		(1,539)		(2,500)
Purchases of securities available for sale		(45,249)		(12,251)
Net changes in FHLB Stock		(10,848)		6,191
Maturities and principal payments on securities held to maturity		5,185		5,094
Maturities and principal payments on debt securities available for sale		3,901		11,434
Proceeds from sales of debt securities available for sale		—		7,048
Proceeds from sales of equity securities		—		53
Net decrease in SBA PPP loans		41,123		35,998
Net increase in loans		(321,382)		(64,936)
Proceeds from BOLI		468		326
Proceeds from sale of premises and equipment		—		20
Purchases of premises and equipment		(240)		(1,105)
Net cash used in investing activities		(355,329)		(24,876)
FINANCING ACTIVITIES
Net increase in deposits		37,716		148,226
Net changes from borrowings		240,000		(140,000)
Proceeds from exercise of stock options		1,395		445
Fair market value of shares withheld to cover employee tax liability		(266)		(195)
Dividends on common stock		(3,243)		(2,608)
Purchase of treasury stock		—		(4,105)
Net cash provided by financing activities		275,602		1,763
Decrease in cash and cash equivalents		(81,438)		(2,939)
Cash and cash equivalents, beginning of period		244,818		219,311
Cash and cash equivalents, end of period	$	163,380	$	216,372
SUPPLEMENTAL DISCLOSURES
Cash:
Interest paid	$	4,851	$	6,409
Income taxes paid		9,357		10,290
Noncash investing activities:
Establishment of lease liability and right-of-use asset		582		1,803
Capitalization of servicing rights	$	131	$	125

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

8

Unity Bancorp, Inc.

Notes to the Consolidated Financial Statements (Unaudited)

September 30, 2022

NOTE 1. Significant Accounting Policies

The accompanying Consolidated Financial Statements include the accounts of Unity Bancorp, Inc. (the "Parent Company") and its wholly-owned subsidiary, Unity Bank (the "Bank" or when consolidated with the Parent Company, the "Company"), and reflect all adjustments and disclosures which are generally routine and recurring in nature, and in the opinion of management, necessary for a fair presentation of interim results. The Bank has multiple subsidiaries used to hold part of its investment and loan portfolios. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation, with no impact on current earnings or shareholders’ equity. The financial information has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and has not been audited. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the reporting periods. Actual results could differ from those estimates. Amounts requiring the use of significant estimates include the allowance for loan losses, valuation of deferred tax and servicing assets, the carrying value of loans held for sale and other real estate owned, the valuation of securities and the determination of other-than-temporary impairment for securities and fair value disclosures. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions.

The interim unaudited Consolidated Financial Statements included herein have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission (“SEC”) and consist of normal recurring adjustments necessary for the fair presentation of interim results. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results which may be expected for the entire year. As used in this Form 10-Q, “we” and “us” and “our” refer to Unity Bancorp, Inc., and its consolidated subsidiary, Unity Bank, depending on the context. Certain information and financial disclosures required by U.S. GAAP have been condensed or omitted from interim reporting pursuant to SEC rules. Interim financial statements should be read in conjunction with the Company’s Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Risks and Uncertainties

The markets served by the Company were significantly impacted by the COVID-19 pandemic, which started during the first quarter of 2020. The Company continues to assess the financial impact of the COVID-19 pandemic.

On July 27, 2017, the U.K. Financial Conduct Authority, which regulates LIBOR, announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR to the LIBOR administration after 2021. The announcement also indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Consequently, although banks have continued to submit rates for the calculation of LIBOR in 2022, at this time, it is not possible to predict whether and to what extent banks will continue to provide LIBOR submissions to the LIBOR administrator or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. Similarly, banking regulators in the United States have required insured depository institutions in the United States to cease originating loans using LIBOR as a rate index as of December 31, 2021, and in March 2022, Congress adopted legislation providing for the replacement of LIBOR indexes in contracts without fall back language with the Secured Overnight Financing Rate, and for the Federal Reserve to adopt regulation by September of 2022 implementing this change. It is unclear at the time what effect these changes may have on the values of loans and liabilities whose interest rates are tied to LIBOR. Uncertainty as to the nature of such potential changes, alternative reference rates, the elimination or replacement of LIBOR, or other reforms may adversely affect the value of, and the return on our loans, and our investment securities.

9

Overall, the markets and customers serviced by the Company may be significantly impacted by ongoing macro-economic trends, such as inflation and recessionary pressures created by a higher interest rate environment. The Company assess the impact of inflation on an ongoing basis.

Other-Than-Temporary Impairment

The Company has a process in place to identify securities that could potentially incur credit impairment that is other-than-temporary. This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation. This evaluation considers relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other-than-temporary. Relevant facts and circumstances considered include: (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in value; (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events and (4) for fixed maturity securities, the intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, our ability and intent to hold the security for a forecasted period of time that allows for the recovery in value.

Management assesses its intent to sell or whether it is more likely than not that it will be required to sell a security before recovery of its amortized cost basis less any current-period credit losses. For debt securities that are considered other-than-temporarily impaired with no intent to sell and no requirement to sell prior to recovery of its amortized cost basis, the amount of the impairment is separated into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows. The remaining difference between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit related and is recognized in other comprehensive income. For debt securities where management has the intent to sell, the amount of the impairment is reflected in earnings as realized losses.

The present value of expected future cash flows is determined using the best estimate cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete an asset-backed or floating rate security. The methodology and assumptions for establishing the best estimate cash flows vary depending on the type of security. The asset-backed securities cash flow estimates are based on bond specific facts and circumstances that may include collateral characteristics, expectations of delinquency and default rates, loss severity and prepayment speeds and structural support, including subordination and guarantees. The corporate bond cash flow estimates are derived from scenario-based outcomes of expected corporate restructurings or the disposition of assets using bond specific facts and circumstances including timing, security interests and loss severity.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Income Taxes

The Company accounts for income taxes according to the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates applicable to taxable income for the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

10

Valuation reserves are established against certain deferred tax assets when it is more likely than not that the deferred tax assets will not be realized. Increases or decreases in the valuation reserve are charged or credited to the income tax provision. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that ultimately would be sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. The evaluation of a tax position taken is considered by itself and not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits would be recognized in income tax expense on the income statement.

NOTE 2. Litigation

The Company may, in the ordinary course of business, become a party to litigation involving collection matters, contract claims and other legal proceedings relating to the conduct of its business. In the best judgment of management, based upon consultation with counsel, the consolidated financial position and results of operations of the Company will not be affected materially by the final outcome of any pending legal proceedings or other contingent liabilities and commitments.

NOTE 3. Net Income per Share

Basic net income per common share is calculated as net income divided by the weighted average common shares outstanding during the reporting period.

Diluted net income per common share is computed similarly to that of basic net income per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, principally stock options, were issued during the reporting period utilizing the Treasury stock method.

The following is a reconciliation of the calculation of basic and diluted income per share:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands, except per share amounts)	2022		2021		2022		2021
Net income	$	9,942	$	9,459	$	28,501	$	26,373
Weighted average common shares outstanding - Basic		10,522		10,372		10,491		10,412
Plus: Potential dilutive common stock equivalents		192		135		203		134
Weighted average common shares outstanding - Diluted		10,714		10,507		10,694		10,546
Net income per common share - Basic	$	0.94	$	0.91	$	2.72	$	2.53
Net income per common share - Diluted		0.93		0.90		2.67		2.50
Stock options and common stock excluded from the income per share calculation as their effect would have been anti-dilutive		—		270		—		234

11

NOTE 4. Other Comprehensive Income (Loss)

The following tables show the changes in other comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021, net of tax:

	For the three months ended September 30, 2022
			Adjustments				Accumulated
	Net unrealized		related to		Net unrealized		other
	losses on		defined benefit		gains from		comprehensive
(In thousands)	securities		plan		cash flow hedges		loss
Balance, beginning of period	$	(3,444)	$	—	$	822	$	(2,622)
Other comprehensive income before reclassifications		(957)		—		324		(633)
Less amounts reclassified from accumulated other comprehensive loss		(455)		—		—		(455)
Period change		(502)		—		324		(178)
Balance, end of period	$	(3,946)	$	—	$	1,146	$	(2,800)

	For the three months ended September 30, 2021
			Adjustments		Net unrealized		Accumulated
	Net unrealized		related to		(losses) gains		other
	(losses) gains on		defined benefit		from cash flow		comprehensive
(In thousands)	securities		plan		hedges		(loss) income
Balance, beginning of period	$	(52)	$	—	$	(145)	$	(197)
Other comprehensive income before reclassifications		359		—		62		421
Less amounts reclassified from accumulated other comprehensive income		156		—		—		156
Period change		203		—		62		265
Balance, end of period	$	151	$	—	$	(83)	$	68

	For the nine months ended September 30, 2022
			Adjustments		Net unrealized		Accumulated
	Net unrealized		related to		gains		other
	gains (losses) on		defined benefit		from cash flow		comprehensive
(In thousands)	securities		plan		hedges		income (loss)
Balance, beginning of period	$	29	$	—	$	293	$	322
Other comprehensive (loss) income before reclassifications		(5,263)		—		853		(4,410)
Less amounts reclassified from accumulated other comprehensive loss		(1,288)		—		—		(1,288)
Period change		(3,975)		—		853		(3,122)
Balance, end of period	$	(3,946)	$	—	$	1,146	$	(2,800)

	For the nine months ended September 30, 2021
			Adjustments		Net unrealized		Accumulated
	Net unrealized		related to		(losses) gains		other
	(losses) gains on		defined benefit		from cash flow		comprehensive
(In thousands)	securities		plan		hedges		(loss) income
Balance, beginning of period	$	(214)	$	(238)	$	(737)	$	(1,189)
Other comprehensive income before reclassifications		785		—		654		1,439
Less amounts reclassified from accumulated other comprehensive income (loss)		420		(238)		—		182
Period change		365		238		654		1,257
Balance, end of period	$	151	$	—	$	(83)	$	68

12

NOTE 5. Fair Value

Fair Value Measurement

The Company follows FASB ASC Topic 820, “Fair Value Measurement and Disclosures,” which requires additional disclosures about the Company’s assets and liabilities that are measured at fair value. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed as follows:

Level 1 Inputs

● Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

● Generally, this includes debt and equity securities and derivative contracts that are traded in an active exchange market (i.e. New York Stock Exchange), as well as certain U.S. Treasury, U.S. Government and sponsored entity agency mortgage-backed securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2 Inputs

● Quoted prices for similar assets or liabilities in active markets.

● Quoted prices for identical or similar assets or liabilities in inactive markets.

● Inputs other than quoted prices that are observable, either directly or indirectly, for the term of the asset or liability (i.e., interest rates, yield curves, credit risks, prepayment speeds or volatilities) or “market corroborated inputs.”

● Generally, this includes U.S. Government and sponsored entity mortgage-backed securities, corporate debt securities and derivative contracts

Level 3 Inputs

● 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.

● 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 valuation methodologies used for instruments measured at fair value on a recurring basis:

Debt Securities Available for Sale

The fair value of available for sale ("AFS") debt securities is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers (Level 1). If listed prices or quotes are not available, fair value is based upon quoted market prices for similar or identical assets or other observable inputs (Level 2) or

13

externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3).

As of September 30, 2022, the fair value of the Company’s AFS debt securities portfolio was $92.5 million. Most of the Company’s AFS debt securities were classified as Level 2 assets at September 30, 2022. The valuation of AFS debt securities using Level 2 inputs was primarily determined using the market approach, which uses quoted prices for similar assets or liabilities in active markets and all other relevant information. It includes model pricing, defined as valuing securities based upon their relationship with other benchmark securities.

Included in the Company’s AFS debt securities are two corporate bonds which are classified as Level 3 assets at September 30, 2022.  The valuation of these corporate bonds is determined using broker quotes, third-party vendor prices, or other valuation techniques, such as discounted cash flow techniques.  Market inputs used in the other valuation techniques or underlying third-party vendor prices or broker quotes include benchmark and government bond yield curves, credit spreads, and trade execution data. 

Equity Securities with Readily Determinable Fair Values

The fair value of equity securities is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers (Level 1). If listed prices or quotes are not available, fair value is based upon quoted market prices for similar or identical assets or other observable inputs (Level 2) or externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3).

As of September 30, 2022, the fair value of the Company’s equity securities portfolio was $8.5 million.

All of the Company’s equity securities were classified as Level 2 assets at September 30, 2022. The valuation of equity securities using Level 2 inputs was primarily determined using the market approach, which uses quoted prices for similar assets or liabilities in active markets and all other relevant information.

There were no changes in the inputs or methodologies used to determine fair value during the period ended September 30, 2022, as compared to the periods ended December 31, 2021 and September 30, 2021.

Loans Held for Sale

Fair Value for loans held for sale is derived from quoted market prices for similar loans, in which case they are characterized as Level 2 assets in the fair value hierarchy.

Interest Rate Swap Agreements

The fair value of interest rate swap agreements is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers (Level 1). If listed prices or quotes are not available, fair value is based upon quoted market prices for similar or identical assets or other observable inputs (Level 2) or externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3).

The Company’s derivative instruments are classified as Level 2 assets, as the readily observable market inputs to these models are validated to external sources, such as industry pricing services, or are corroborated through recent trades, dealer quotes, yield curves, implied volatility or other market-related data.

14

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:

	Fair Value Measurements at September 30, 2022 Using
			Quoted Prices in
	Assets/Liabilities		Active Markets		Significant Other		Significant
	Measured at Fair		for Identical		Observable		Unobservable
(In thousands)	Value		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Measured on a recurring basis:
Assets:
Debt securities available for sale:
U.S. Government sponsored entities	$	17,315	$	—	$	17,315	$	—
State and political subdivisions	$	615	$	—	$	615	$	—
Residential mortgage-backed securities		16,423		—		16,423		—
Corporate and other securities		58,147		—		53,403		4,744
Total debt securities available for sale	$	92,500	$	—	$	87,756	$	4,744
Equity securities with readily determinable fair values		8,474		—		8,474		—
Total equity securities	$	8,474	$	—	$	8,474	$	—
Loans held for sale		40,367		—		40,367		—
Total loans held for sale	$	40,367	$	—	$	40,367	$	—
Interest rate swap agreements		1,598		—		1,598		—
Total swap agreements	$	1,598	$	—	$	1,598	$	—

	Fair value Measurements at December 31, 2021 Using
			Quoted Prices in
	Assets/Liabilities		Active Markets		Significant Other		Significant
	Measured at Fair		for Identical		Observable		Unobservable
(In thousands)	Value		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Measured on a recurring basis:
Assets:
Debt securities available for sale:
U.S. Government sponsored entities	$	—	$	—	$	—	$	—
State and political subdivisions		994		—		994		—
Residential mortgage-backed securities		9,749		—		9,749		—
Corporate and other securities		45,737		—		40,663		5,074
Total debt securities available for sale	$	56,480	$	—	$	51,406	$	5,074
Equity securities with readily determinable fair values		8,566		—		8,566		—
Total equity securities	$	8,566	$	—	$	8,566	$	—
Loans held for sale		31,014		—		31,014		—
Total loans held for sale	$	31,014	$	—	$	31,014	$	—
Interest rate swap agreements		816		—		816		—
Total swap agreements	$	816	$	—	$	816	$	—

15

Fair Value on a Nonrecurring Basis

The following tables present the assets and liabilities subject to fair value adjustments (impairment) on a non-recurring basis carried on the balance sheet by caption and by level within the hierarchy (as described above):

	Fair Value Measurements at September 30, 2022 Using
			Quoted Prices		Significant
			in Active		Other		Significant
	Assets/Liabilities		Markets for		Observable		Unobservable		Net Credit
	Measured at Fair		Identical Assets		Inputs		Inputs		During
(In thousands)	Value		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Financial assets:
Impaired collateral-dependent loans	$	8,111	$	—	$	—	$	8,111	$	(1,566)

	Fair Value Measurements at December 31, 2021 Using
			Quoted Prices		Significant
			in Active		Other		Significant		Net (Credit)
	Assets/Liabilities		Markets for		Observable		Unobservable		Provision
	Measured at Fair		Identical Assets		Inputs		Inputs		During
(In thousands)	Value		(Level 1)		(Level 2)		(Level 3)		Period
Measured on a non-recurring basis:
Financial assets:
Impaired collateral-dependent loans		8,928		—		—		8,928		(1,284)

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). The following is a description of the valuation methodologies used for instruments measured at fair value on a nonrecurring basis:

Appraisal Policy

All appraisals must be performed in accordance with the Uniform Standards of Professional Appraisal Practice ("USPAP"). Appraisals are certified to the Company and performed by appraisers on the Company’s approved list of appraisers. Evaluations are completed by a person independent of Company management. The content of the appraisal depends on the complexity of the property. Appraisals are completed on a “retail value” and an “as is value.”

Impaired Collateral-Dependent Loans

The fair value of impaired collateral-dependent loans is derived in accordance with FASB ASC Topic 310, “Receivables.” Fair value is determined based on the loan’s observable market price or the fair value of the collateral. Partially charged-off loans are measured for impairment based upon a third-party appraisal for collateral-dependent loans. When an updated appraisal is received for a nonperforming loan, the value on the appraisal may be discounted. If there is a deficiency in the value after the Company applies these discounts, management applies a specific reserve, and the loan remains in nonaccrual status. The receipt of an updated appraisal would not qualify as a reason to put a loan back into accruing status. The Company removes loans from nonaccrual status generally when the borrower makes three months of contractual payments and demonstrates the ability to service the debt going forward. Charge-offs are determined based upon the loss that management believes the Company will incur after evaluating collateral for impairment based upon the valuation methods described above and the ability of the borrower to pay any deficiency.

The valuation allowance for impaired loans is included in the allowance for loan losses in the consolidated balance sheets. At September 30, 2022, the valuation allowance for impaired loans was $1.3 million compared to $2.8 million at December 31, 2021.

16

Fair Value of Financial Instruments

FASB ASC Topic 825, “Financial Instruments,” requires the disclosure of the estimated fair value of certain financial instruments, including those financial instruments for which the Company did not elect the fair value option. These estimated fair values as of September 30, 2022 and December 31, 2021 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value. The methodology for estimating the fair value of financial assets and liabilities that are measured on a recurring or nonrecurring basis are discussed above.

The following methods and assumptions were used to estimate the fair value of other financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents

For these short-term instruments, the carrying value is a reasonable estimate of fair value.

Securities

The fair value of securities is based upon quoted market prices for similar or identical assets or other observable inputs (Level 2) or externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3).

SBA Loans Held for Sale

The fair value of SBA loans held for sale is estimated by using a market approach that includes significant other observable inputs.

Loans

The fair value of loans is estimated by discounting the future cash flows using current market rates that reflect the interest rate risk inherent in the loan, except for previously discussed impaired loans.

Deposit Liabilities

The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date (i.e. carrying value). The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using current market rates.

Borrowed Funds and Subordinated Debentures

The fair value of borrowings is estimated by discounting the projected future cash flows using current market rates.

17

The table below presents the carrying amount and estimated fair values of the Company’s financial instruments presented as of September 30, 2022 and December 31, 2021:

		September 30, 2022				December 31, 2021
	Fair value	Carrying		Estimated		Carrying		Estimated
(In thousands)	level	amount		fair value		amount		fair value
Financial assets:
Cash and cash equivalents	Level 1	$	163,380	$	163,380	$	244,818	$	244,818
Securities (1)	Level 2		136,871		131,710		79,322		79,275
SBA loans held for sale	Level 2		36,338		40,367		27,373		31,014
Loans, net of allowance for loan losses (2)	Level 2		1,882,215		1,807,100		1,599,773		1,605,248
Financial liabilities:
Deposits	Level 2		1,796,597		1,781,045		1,758,881		1,755,670
Borrowed funds and subordinated debentures	Level 2		290,310		288,272		50,310		50,842

(1) Includes corporate securities that are considered Level 3 and reported separately in the table under the “Fair Value on a Recurring Basis” heading. These securities had book values of $5.3 million and market values of $4.9 million.

(2) Includes collateral-dependent impaired loans that are considered Level 3 and reported separately in the tables under the “Fair Value on a Nonrecurring Basis” heading. Collateral-dependent impaired loans, net of specific reserves totaled $8.1 million and $8.9 million at September 30, 2022 and December 31, 2021, respectively.

Limitations

Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates.

18

NOTE 6. Securities

This table provides the major components of debt securities available for sale ("AFS"), held to maturity (“HTM”) and equity securities with readily determinable fair values ("equity securities") at amortized cost and estimated fair value at September 30, 2022 and December 31, 2021:

	September 30, 2022								December 31, 2021
			Gross		Gross						Gross		Gross
	Amortized		unrealized		unrealized		Estimated		Amortized		unrealized		unrealized		Estimated
(In thousands)	cost		gains		losses		fair value		cost		gains		losses		fair value
Available for sale:
U.S. Government sponsored entities	$	17,852	$	—	$	(537)	$	17,315	$	—	$	—	$	—	$	—
State and political subdivisions		637		—		(22)		615		996		6		(8)		994
Residential mortgage-backed securities		17,713		35		(1,325)		16,423		9,485		277		(13)		9,749
Corporate and other securities		61,505		—		(3,358)		58,147		45,961		164		(388)		45,737
Total debt securities available for sale	$	97,707	$	35	$	(5,242)	$	92,500	$	56,442	$	447	$	(409)	$	56,480
Held to maturity:
U.S. Government sponsored entities	$	28,000	$	—	$	(3,950)	$	24,050	$	10,000	$	—	$	(67)	$	9,933
State and political subdivisions		1,100		29		—		1,129		—		—		—		—
Residential mortgage-backed securities		6,797		—		(1,242)		5,555		4,276		28		(8)		4,296
Total securities held to maturity	$	35,897	$	29	$	(5,192)	$	30,734	$	14,276	$	28	$	(75)	$	14,229
Equity securities:
Total equity securities	$	9,702	$	150	$	(1,378)	$	8,474	$	8,163	$	486	$	(83)	$	8,566

This table provides the remaining contractual maturities within the investment portfolios. The carrying value of securities at September 30, 2022 is distributed by contractual maturity. Mortgage-backed securities and other securities, which may have principal prepayment provisions, are distributed based on contractual maturity. Expected maturities will differ materially from contractual maturities as a result of early prepayments and calls.

		After one through								Total carrying
		Within one year		five years		ten years		After ten years		value
(In thousands)		Amount		Amount		Amount		Amount		Amount
Available for sale at fair value:
U.S. Government sponsored entities	$	1,382	$	15,933	$	—	$	—	$	17,315
State and political subdivisions		200		160		—		255		615
Residential mortgage-backed securities		8		468		1,098		14,849		16,423
Corporate and other securities		—		4,961		14,249		38,937		58,147
Total debt securities available for sale	$	1,590	$	21,522	$	15,347	$	54,041	$	92,500
Held to maturity at cost:
U.S. Government sponsored entities	$	—	$	—	$	3,000	$	25,000	$	28,000
State and political subdivisions		—		—		—		1,100		1,100
Residential mortgage-backed securities		—		—		—		6,797		6,797
Total securities held to maturity	$	—	$	—	$	3,000	$	32,897	$	35,897

19

The fair value of securities with unrealized losses by length of time that the individual securities have been in a continuous unrealized loss position at September 30, 2022 and December 31, 2021 are as follows:

	September 30, 2022
	Less than 12 months				12 months and greater				Total
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
(In thousands)	fair value		loss		fair value		loss		fair value		loss
Available for sale:
U.S. Government sponsored entities	$	15,933	$	(505)	$	1,428	$	(32)	$	17,361	$	(537)
State and political subdivisions		160		(5)		255		(17)		415		(22)
Residential mortgage-backed securities		15,763		(1,271)		437		(54)		16,200		(1,325)
Corporate and other securities		42,823		(2,153)		15,323		(1,205)		58,146		(3,358)
Total temporarily impaired securities	$	74,679	$	(3,934)	$	17,443	$	(1,308)	$	92,122	$	(5,242)
Held to maturity:
U.S. Government sponsored entities	$	20,361	$	(2,639)	$	3,689	$	(1,311)	$	24,050	$	(3,950)
Residential mortgage-backed securities		5,555	$	(1,242)		—		—		5,555		(1,242)
Total temporarily impaired securities	$	25,916	$	(3,881)	$	3,689	$	(1,311)	$	29,605	$	(5,192)

	December 31, 2021
	Less than 12 months				12 months and greater				Total
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
(In thousands)	fair value		loss		fair value		loss		fair value		loss
Available for sale:
State and political subdivisions	$	370	$	(8)	$	—	$	—	$	370	$	(8)
Residential mortgage-backed securities		1,821		(13)		—		—		1,821		(13)
Corporate and other securities		17,281		(19)		8,394		(369)		25,675		(388)
Total temporarily impaired securities	$	19,472	$	(40)	$	8,394	$	(369)	$	27,866	$	(409)
Held to maturity:
U.S. Government sponsored entities	$	9,933	$	(67)	$	—	$	—	$	9,933	$	(67)
Residential mortgage-backed securities		823		(8)		—		—		823		(8)
Total temporarily impaired securities	$	10,756	$	(75)	$	—	$	—	$	10,756	$	(75)

Unrealized losses in each of the categories presented in the tables above were primarily driven by market interest rate fluctuations.

Realized Gains and Losses

Gross realized gains and losses on debt securities for the three and nine months ended September 30, 2022 and 2021 are detailed below:

The net realized gains are included in noninterest income in the Consolidated Statements of Income as net security gains. There were no available for sale or held to maturity gross realized gains during the three and nine months ended September 30, 2022, compared to $43 thousand of gross realized gains during the nine months ended in 2021. There were no gross realized losses for the three and nine months ended September 30, 2022, or 2021.

Equity Securities

Included in this category are Community Reinvestment Act ("CRA") investments and the Company’s current other equity holdings of financial institutions. Equity securities are defined to include (a) preferred, common and other ownership interests in entities including partnerships, joint ventures and limited liability companies and (b) rights to acquire or dispose of ownership interests in entities at fixed or determinable prices.

20

The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three and nine months ended September 30, 2022 and 2021:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Net unrealized (losses) gains recognized during the period on equity securities	$	(576)	$	198	$	(1,631)	$	488
Net gains recognized during the period on equity securities sold during the period		—		4		—		4
Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date	$	(576)	$	202	$	(1,631)	$	492

NOTE 7. Loans

The following table sets forth the classification of loans by class, including unearned fees, deferred costs and excluding the allowance for loan losses as of September 30, 2022 and December 31, 2021:

(In thousands)	September 30, 2022		December 31, 2021
SBA loans held for investment	$	30,747	$	36,075
SBA PPP loans		6,706		46,450
Commercial loans
SBA 504 loans		36,852		27,479
Commercial other		120,826		109,903
Commercial real estate		828,415		704,674
Commercial real estate construction		119,966		89,670
Residential mortgage loans		533,737		409,355
Consumer loans
Home equity		68,113		65,380
Consumer other		11,549		12,564
Residential construction loans		149,165		120,525
Total loans held for investment	$	1,906,076	$	1,622,075
SBA loans held for sale		36,338		27,373
Total loans	$	1,942,414	$	1,649,448

Loans held for investment are stated at the unpaid principal balance, net of unearned discounts and deferred loan origination fees and costs. In accordance with the level yield method, loan origination fees, net of direct loan origination costs, are deferred and recognized over the estimated life of the related loans as an adjustment to the loan yield. Interest is credited to operations primarily based upon the principal balance outstanding.

Loans are reported as past due when either interest or principal is unpaid in the following circumstances: fixed payment loans when the borrower is in arrears for two or more monthly payments; open end credit for two or more billing cycles; and single payment notes if interest or principal remains unpaid for 30 days or more.

Loans are charged off when collection is sufficiently questionable and when the Company can no longer justify maintaining the loan as an asset on the balance sheet. Loans qualify for charge-off when, after thorough analysis, all possible sources of repayment are insufficient. These include: 1) potential future cash flows, 2) value of collateral, and/or 3) strength of co-makers and guarantors. All unsecured loans are charged off upon the establishment of the loan’s nonaccrual status. Additionally, all loans classified as a loss or that portion of the loan classified as a loss is charged off. All loan charge-offs are approved by the Board of Directors.

Loans are made to individuals as well as commercial entities. Specific loan terms vary as to interest rate, repayment, and collateral requirements based on the type of loan requested and the credit worthiness of the prospective borrower. Credit

21

risk tends to be geographically concentrated in that a majority of the loan customers are located in the markets serviced by the Bank. Loan performance may be adversely affected by factors impacting the general economy or conditions specific to the real estate market such as geographic location and/or property type. A description of the Company’s different loan segments follows:

SBA Loans: SBA 7(a) loans, on which the SBA has historically provided guarantees of up to 90 percent of the principal balance, are considered a higher risk loan product for the Company than its other loan products. The guaranteed portion of the Company’s SBA loans is generally sold in the secondary market with the nonguaranteed portion held in the portfolio as a loan held for investment. SBA loans are for the purpose of providing working capital, financing the purchase of equipment, inventory or commercial real estate and for other business purposes. Loans are guaranteed by the businesses’ major owners. SBA loans are made based primarily on the historical and projected cash flow of the business and secondarily on the underlying collateral provided.

Loans held for sale represent the guaranteed portion of Small Business Administration (“SBA”) loans, other than loans originated under the Paycheck Protection Program, and are reflected at the lower of aggregate cost or market value. The net amount of loan origination fees on loans sold is included in the carrying value and in the gain or loss on the sale. When sales of SBA loans do occur, the premium received on the sale and the present value of future cash flows of the servicing assets are recognized in income. All criteria for sale accounting must be met in order for the loan sales to occur; see details under the “Transfers of Financial Assets” heading above.

Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.

Serviced loans sold to others are not included in the accompanying Consolidated Balance Sheets. Income and fees collected for loan servicing are credited to noninterest income when earned, net of amortization on the related servicing assets.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. It contained substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act included a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various relief programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board (“FRB”) and other federal banking agencies have implemented or may implement.

The CARES Act provided assistance to small businesses through the establishment of the SBA Paycheck Protection Program ("PPP"). As an existing SBA 7(a) lender, the Company opted to participate in the program. The PPP program was renewed in 2021. Applications for the renewed PPP loan program started on January 13, 2021, and were available until March 31, 2021.

Commercial Loans: Commercial credit is extended primarily to middle market and small business customers. Commercial loans are generally made in the Company’s marketplace for the purpose of providing working capital, financing the purchase of equipment, inventory or commercial real estate and for other business purposes. The SBA 504 program consists of real estate backed commercial mortgages where the Company has the first mortgage and the SBA has the second mortgage on the property. Loans will generally be guaranteed in full or for a meaningful amount by the businesses’ major owners. Commercial loans are made based primarily on the historical and projected cash flow of the business and secondarily on the underlying collateral provided. Generally, the Company has a 50 percent loan to value ratio on SBA 504 program loans at origination.

Residential Mortgage, Consumer and Residential Construction Loans: The Company originates mortgage and consumer loans including principally residential real estate and home equity lines and loans and residential construction lines. The Company originates qualified mortgages which are generally sold in the secondary market and nonqualified mortgages

22

which are generally held for investment. Each loan type is evaluated on debt to income, type of collateral and loan to collateral value, credit history and the Company’s relationship with the borrower.

During the quarter ended September 30, 2021, the Company enrolled in the “Upgrade Consumer Unsecured Loan Program”, sponsored by Upgrade, a financial technology company that utilizes artificial intelligence to underwrite personal loan and credit card installment loans to retail customers, in addition to credit monitoring and education tools, to purchase consumer unsecured loans. This loan product is a fully amortizing term for up to five years and a maximum loan size of $50 thousand. Restrictions were placed on the loans purchased to limit the purchases to borrowers residing in New Jersey, southern New York, and eastern Pennsylvania and to limit purchases to borrowers with higher credit quality with a 700 FICO minimum. Upgrade services the loans on behalf of the Company.

Inherent in the lending function is credit risk, which is the possibility a borrower may not perform in accordance with the contractual terms of their loan. A borrower’s inability to pay their obligations according to the contractual terms can create the risk of past due loans and, ultimately, credit losses, especially on collateral deficient loans. The Company minimizes its credit risk by loan diversification and adhering to credit administration policies and procedures. Due diligence on loans begins when we initiate contact regarding a loan with a borrower. Documentation, including a borrower’s credit history, materials establishing the value and liquidity of potential collateral, the purpose of the loan, the source of funds for repayment of the loan, and other factors, are analyzed before a loan is submitted for approval. The loan portfolio is then subject to on-going internal reviews for credit quality which in part is derived from ongoing collection and review of borrowers’ financial information, as well as independent credit reviews by an outside firm.

The Company’s extension of credit is governed by the Credit Risk Policy which was established to control the quality of the Company’s loans. This policy and the underlying procedures are reviewed and approved by the Board of Directors on a regular basis.

Credit Ratings

The Company places all SBA 7(a) and commercial loans into various credit risk rating categories based on an assessment of the expected ability of the borrowers to properly service their debt. The assessment considers numerous factors including, but not limited to, current financial information on the borrower, historical payment experience, strength of any guarantor, nature of and value of any collateral, acceptability of the loan structure and documentation, relevant public information and current economic trends. This credit risk rating analysis is performed when the loan is initially underwritten and then annually based on set criteria in the loan policy.

The Company uses the following regulatory definitions for criticized and classified risk ratings:

Pass: Loans that are performing, as they meet, and are expected to continue to meet, all of the terms and conditions set forth in the original loan documentation, and are generally current on principal and interest payments. These performing loans are termed “Pass”.

Special Mention: These loans have a potential weakness that deserves management’s close attention. If left uncorrected, the potential weaknesses may result in deterioration of the repayment prospects for the loans or of the institution’s credit position at some future date.

Substandard: These loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Loss: These loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, based on currently existing facts, conditions and values. Once a borrower is deemed incapable of repayment of unsecured debt, the loan is termed a “Loss”, and charged off immediately.

23

For residential mortgage, consumer and residential construction loans, management uses performing versus nonperforming as the best indicator of credit quality. Nonperforming loans consist of loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more or when the ability to collect principal and interest according to the contractual terms is in doubt. These credit quality indicators are updated on an ongoing basis, as a loan is placed on nonaccrual status as soon as management believes there is sufficient doubt as to the ultimate ability to collect interest on a loan.

At September 30, 2022, there were $2.3 million of residential consumer loans in the process of foreclosure, compared to $106 thousand at December 31, 2021.

The tables below detail the Company’s loan portfolio by class according to their credit quality indicators discussed in the paragraphs above as of September 30, 2022:

	September 30, 2022
	SBA & Commercial loans - Internal risk ratings
(In thousands)	Pass		Special mention		Substandard		Total
SBA loans held for investment	$	29,503	$	420	$	824	$	30,747
SBA PPP loans		6,706		—		—		6,706
Commercial loans
SBA 504 loans		36,852		—		—		36,852
Commercial other		113,245		6,361		1,220		120,826
Commercial real estate		816,121		9,475		2,819		828,415
Commercial real estate construction		119,966		—		—		119,966
Total commercial loans		1,086,184		15,836		4,039		1,106,059
Total SBA and commercial loans	$	1,122,393	$	16,256	$	4,863	$	1,143,512
			Residential mortgage, Consumer & Residential construction loans - Performing/Nonperforming
(In thousands)			Performing		Nonperforming		Total
Residential mortgage loans			$	530,333	$	3,404	$	533,737
Consumer loans
Home equity				68,113		—		68,113
Consumer other				11,549		—		11,549
Total consumer loans				79,662		—		79,662
Residential construction loans				147,174		1,991		149,165
Total residential mortgage, consumer and residential construction loans			$	757,169	$	5,395	$	762,564

24

The tables below detail the Company’s loan portfolio by class according to their credit quality indicators discussed in the paragraphs above as of December 31, 2021:

	December 31, 2021
	SBA & Commercial loans - Internal risk ratings
(In thousands)	Pass		Special mention		Substandard		Total
SBA loans held for investment	$	34,959	$	745	$	371	$	36,075
SBA PPP loans		46,450		—		—		46,450
Commercial loans
SBA 504 loans		27,479		—		—		27,479
Commercial other		105,388		1,976		2,539		109,903
Commercial real estate		694,627		7,980		2,067		704,674
Commercial real estate construction		86,770		2,900		—		89,670
Total commercial loans		914,264		12,856		4,606		931,726
Total SBA and commercial loans	$	995,673	$	13,601	$	4,977	$	1,014,251
			Residential mortgage, Consumer & Residential construction loans - Performing/Nonperforming
(In thousands)			Performing		Nonperforming		Total
Residential mortgage loans			$	406,093	$	3,262	$	409,355
Consumer loans
Home equity				65,170		210		65,380
Consumer other				12,564		—		12,564
Total consumer loans				77,734		210		77,944
Residential construction loans				117,403		3,122		120,525
Total residential mortgage, consumer and residential construction loans			$	601,230	$	6,594	$	607,824

Nonperforming and Past Due Loans

Nonperforming loans consist of loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more or when the ability to collect principal and interest according to the contractual terms is in doubt. Loans past due 90 days or more and still accruing interest are not included in nonperforming loans and generally represent loans that are well collateralized and in the process of collection. When a loan is classified as nonaccrual, interest accruals are discontinued and all past due interest previously recognized as income is reversed and charged against current period earnings. Generally, until the loan becomes current, any payments received from the borrower are applied to outstanding principal until such time as management determines that the financial condition of the borrower and other factors merit recognition of a portion of such payments as interest income. Loans may be returned to an accrual status when the ability to collect is reasonably assured and when the loan is brought current as to principal and interest. The risk of loss is difficult to quantify and is subject to fluctuations in collateral values, general economic conditions and other factors. The Company values its collateral through the use of appraisals, broker price opinions, and knowledge of its local market.

25

The following tables set forth an aging analysis of past due and nonaccrual loans as of September 30, 2022 and December 31, 2021:

	September 30, 2022
					90+ days
	30‑59 days		60‑89 days		and still				Total past
(In thousands)	past due		past due		accruing		Nonaccrual		due		Current		Total loans
SBA loans held for investment	$	237	$	194	$	—	$	1,491	$	1,922	$	28,825	$	30,747
SBA PPP loans		—		—		—		—		—		6,706		6,706
Commercial loans
SBA 504 loans		—		—		—		—		—		36,852		36,852
Commercial other		416		18		—		777		1,211		119,615		120,826
Commercial real estate		896		596		—		370		1,862		826,553		828,415
Commercial real estate construction		—		—		—		—		—		119,966		119,966
Residential mortgage loans		634		42		—		3,404		4,080		529,657		533,737
Consumer loans
Home equity		—		—		—		—		—		68,113		68,113
Consumer other		73		112		75		—		260		11,289		11,549
Residential construction loans		—		—		—		1,991		1,991		147,174		149,165
Total loans held for investment		2,256		962		75		8,033		11,326		1,894,750		1,906,076
SBA loans held for sale		—		—		—		—		—		36,338		36,338
Total loans	$	2,256	$	962	$	75	$	8,033	$	11,326	$	1,931,088	$	1,942,414

	December 31, 2021
					90+ days
	30‑59 days		60‑89 days		and still				Total past
(In thousands)	past due		past due		accruing		Nonaccrual		due		Current		Total loans
SBA loans held for investment	$	1,558	$	—	$	—	$	510	$	2,068	$	34,007	$	36,075
SBA PPP loans		—		79		—		—		79		46,371		46,450
Commercial loans
SBA 504 loans		—		—		—		—		—		27,479		27,479
Commercial other		—		33		—		2,216		2,249		107,654		109,903
Commercial real estate		334		565		—		366		1,265		703,409		704,674
Commercial real estate construction		—		—		—		—		—		89,670		89,670
Residential mortgage loans		3,688		—		—		3,262		6,950		402,405		409,355
Consumer loans
Home equity		39		—		—		210		249		65,131		65,380
Consumer other		—		—		—		—		—		12,564		12,564
Residential construction loans		—		845		—		3,122		3,967		116,558		120,525
Total loans held for investment		5,619		1,522		—		9,686		16,827		1,605,248		1,622,075
SBA loans held for sale		—		—		—		—		—		27,373		27,373
Total loans	$	5,619	$	1,522	$	—	$	9,686	$	16,827	$	1,632,621	$	1,649,448

Impaired Loans

The Company has defined impaired loans to be all nonperforming loans individually evaluated for impairment and TDRs. Management considers a loan impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract. Impairment is evaluated on an individual basis for SBA and commercial loans.

26

Impairment is evaluated in total for smaller-balance loans of a similar nature (consumer and residential mortgage loans), and on an individual basis for all other loans. Impairment of a loan is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, or as a practical expedient, based on a loan’s observable market price or the fair value of collateral, net of estimated costs to sell, if the loan is collateral-dependent. If the value of the impaired loan is less than the recorded investment in the loan, the Company establishes a valuation allowance, or adjusts existing valuation allowances, with a corresponding charge to the provision for loan losses.

The following table provides detail on the Company’s impaired loans that are individually evaluated for impairment with the associated allowance amount, if applicable, as of September 30, 2022:

	September 30, 2022
	Unpaid
	principal		Recorded		Specific
(In thousands)	balance		investment		reserves
With no related allowance:
SBA loans held for investment	$	641	$	494	$	—
Commercial loans
Commercial other		16		16		—
Commercial real estate		3,224		2,268		—
Total commercial loans		3,240		2,284		—
Residential mortgage loans		1,553		1,540		—
Consumer loans
Home equity		—		—		—
Residential construction loans		92		92		—
Total impaired loans with no related allowance		5,526		4,410		—
With an allowance:
SBA loans held for investment		457		350		129
Commercial loans
Commercial other		2,085		963		915
Commercial real estate		—		—		—
Total commercial loans		2,085		963		915
Residential mortgage loans		570		544		56
Consumer loans
Home equity		407		407		58
Residential construction loans		2,694		2,694		99
Total impaired loans with a related allowance		6,213		4,958		1,257
Total individually evaluated impaired loans:
SBA loans held for investment		1,098		844		129
Commercial loans
Commercial other		2,101		979		915
Commercial real estate		3,224		2,268		—
Total commercial loans		5,325		3,247		915
Residential mortgage loans		2,123		2,084		56
Consumer loans
Home equity		407		407		58
Residential construction loans		2,786		2,786		99
Total individually evaluated impaired loans	$	11,739	$	9,368	$	1,257

27

The following table provides detail on the Company’s impaired loans that are individually evaluated for impairment with the associated allowance amount, if applicable, as of December 31, 2021:

	December 31, 2021
	Unpaid
	principal		Recorded		Specific
(In thousands)	balance		investment		reserves
With no related allowance:
SBA loans held for investment	$	606	$	506	$	—
Commercial loans
Commercial other		71		70		—
Commercial real estate		1,493		1,493		—
Total commercial loans		1,564		1,563		—
Residential mortgage loans		1,630		1,630		—
Consumer loans
Home equity		210		210		—
Residential construction loans		2,636		2,636		—
Total impaired loans with no related allowance		6,646		6,545		—
With an allowance:
SBA loans held for investment		35		4		4
Commercial loans
Commercial other		2,832		2,531		2,490
Commercial real estate		973		126		125
Total commercial loans		3,805		2,657		2,615
Residential mortgage loans		1,632		1,632		80
Consumer loans
Home Equity		427		427		56
Residential construction loans		486		486		68
Total impaired loans with a related allowance		6,385		5,206		2,823
Total individually evaluated impaired loans:
SBA loans held for investment		641		510		4
Commercial loans
Commercial other		2,903		2,601		2,490
Commercial real estate		2,466		1,619		125
Total commercial loans		5,369		4,220		2,615
Residential mortgage loans		3,262		3,262		80
Consumer loans
Home equity		637		637		56
Residential construction loans		3,122		3,122		68
Total individually evaluated impaired loans	$	13,031	$	11,751	$	2,823

28

The following tables present the average recorded investments in impaired loans and the related amount of interest received during the time period in which the loans were impaired for the three and nine months ended September 30, 2022 and 2021. The average balances are calculated based on the month-end balances of impaired loans. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method, and therefore no interest income is recognized.

	For the three months ended September 30,
	2022				2021
							Interest
			Interest				income
	Average		received		Average		recognized
	recorded		on impaired		recorded		on impaired
(In thousands)	investment		loans		investment		loans
SBA loans held for investment	$	1,369	$	6	$	917	$	18
Commercial loans
Commercial other		1,151		38		727		1
Commercial real estate		1,813		21		1,355		42
Residential mortgage loans		2,647		3		3,571		13
Consumer loans
Home equity		414		7		427		5
Consumer other		—		—		2		—
Residential construction loans		1,935		16		2,659		18
Total	$	9,329	$	91	$	9,658	$	97

	For the nine months ended September 30,
	2022				2021
							Interest
			Interest				income
	Average		received		Average		recognized
	recorded		on impaired		recorded		on impaired
(In thousands)	investment		loans		investment		loans
SBA loans held for investment	$	816	$	26	$	1,384	$	99
Commercial loans
Commercial other		1,691		83		457		11
Commercial real estate		2,046		89		1,904		119
Residential mortgage loans		2,696		18		4,705		13
Consumer loans
Home equity		513		19		572		23
Consumer other		—		—		2,691		—
Residential construction loans		3,080		49		1		38
Total	$	10,842	$	284	$	11,714	$	303

TDRs

The Company’s loan portfolio also includes certain loans that have been modified as TDRs. TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, unless it results in a delay in payment that is insignificant. These concessions typically include reductions in interest rate, extending the maturity of a loan, or a combination of both. Interest income on accruing TDRs is credited to operations primarily based upon the principal amount outstanding. Under the CARES Act and regulatory guidance issued in regards to the COVID-19 pandemic, loan payment deferrals for periods of up to 180 days granted to borrowers adversely effected by the pandemic are not considered TDRs if the borrower was current on its loan payments at year end 2019 or until the deferral was granted. When the Company modifies a loan, management evaluates for any possible impairment using either the discounted cash flows method, where the value of the modified loan is based on the present value of expected cash flows, discounted at the contractual interest rate of the original loan agreement, or by using the fair value of the collateral less selling costs if the loan is collateral-dependent. If management

29

determines that the value of the modified loan is less than the recorded investment in the loan, impairment is recognized by segment or class of loan, as applicable, through an allowance estimate or charge-off to the allowance. This process is used, regardless of loan type, and for loans modified as TDRs that subsequently default on their modified terms.

TDRs of $1.9 million and $1.0 million are included in the impaired loan numbers as of September 30, 2022 and December 31, 2021, respectively. The increase in TDRs was due to the addition of two loans, partially offset by principal pay downs. At September 30, 2022 and December 31, 2021, there were no specific reserves on TDRs. The TDRs are in accrual status since they are performing in accordance with the restructured terms. There are no commitments to lend additional funds on these loans.

There were two loans modified as TDRs during the nine months ended September 30, 2022. There were two loans modified during the nine months ended September 30, 2021 that were deemed to be TDRs. The following table details loans modified during the nine months ended September 30, 2022, including the number of modifications and the recorded investment at the time of the modification:

	For the nine months ended September 30, 2022
	Number of	Recorded investment
(In thousands, except number of contracts)	contracts	at time of modification
Commercial real estate	1	$	25
Commercial other	1		857
Total	2	$	882

To date, the Company’s TDRs consisted of principal reduction, interest only periods and maturity extensions. There were no loans modified as a TDR within the previous 12 months that subsequently defaulted at some point during the nine months ended September 30, 2022. In this case, the subsequent default is defined as 90 days past due or transferred to nonaccrual status.

NOTE 8. Allowance for Loan Losses and Reserve for Unfunded Loan Commitments

Allowance for Loan Losses

The Company has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. At a minimum, the adequacy of the allowance for loan losses is reviewed by management on a quarterly basis. The allowance is increased by provisions charged to expense and is reduced by net charge-offs. For purposes of determining the allowance for loan losses, the Company has segmented the loans in its portfolio by loan type. Loans are segmented into the following pools: SBA 7(a), commercial, residential mortgages, consumer, and residential construction loans. Certain portfolio segments are further broken down into classes based on the associated risks within those segments and the type of collateral underlying each loan. Commercial loans are divided into the following five classes: commercial real estate, commercial real estate construction, unsecured business line of credit, commercial other, and SBA 504. Consumer loans are divided into two classes as follows:  home equity and other.

The level of the allowance is based on management’s evaluation of probable losses in the loan portfolio, after consideration of prevailing economic conditions in the Company’s market area, the volume and composition of the loan portfolio, and historical loan loss experience. The allowance for loan losses consists of specific reserves for individually impaired credits and TDRs, reserves for nonimpaired loans based on historical loss factors and reserves based on general economic factors and other qualitative risk factors such as changes in delinquency trends, industry concentrations and/or local/national economic trends. This risk assessment process is performed at least quarterly, and, as adjustments become necessary, they are realized in the periods in which they become known.

The standardized methodology used to assess the adequacy of the allowance includes the allocation of specific and general reserves. The same standard methodology is used, regardless of loan type. Specific reserves are evaluated for

30

individually impaired loans and TDRs. The general reserve is set based upon a representative average historical net charge-off rate adjusted for the following environmental factors: delinquency and impairment trends, charge-off and recovery trends, volume and loan term trends, changes in risk and underwriting policy trends, staffing and experience changes, national and local economic trends, industry conditions and credit concentration changes. Within the five-year historical net charge-off rate, the Company weights the past three years more heavily as it believes it is more indicative of future charge-offs. All of the environmental factors are ranked and assigned a basis points value based on the following scale: low, low moderate, moderate, high moderate and high risk. Each environmental factor is evaluated separately for each class of loans and risk weighted based on its individual characteristics.

● For SBA 7(a) and commercial loans, the estimate of loss based on pools of loans with similar characteristics is made through the use of a standardized loan grading system that is applied on an individual loan level and updated on a continuous basis. The loan grading system incorporates reviews of the financial performance of the borrower, including cash flow, debt-service coverage ratio, earnings power, debt level and equity position, in conjunction with an assessment of the borrower’s industry and future prospects. It also incorporates analysis of the type of collateral and the relative loan to value ratio.

● For residential mortgage, consumer, and residential construction loans, the estimate of loss is based on pools of loans with similar characteristics. Factors such as credit score, delinquency status and type of collateral are evaluated. Factors are updated frequently to capture the recent behavioral characteristics of the subject portfolios, as well as any changes in loss mitigation or credit origination strategies, and adjustments to the reserve factors are made as needed.

According to the Company’s policy, a loss (“charge-off”) is to be recognized and charged to the allowance for loan losses as soon as a loan is recognized as uncollectable. All credits which are 90 days past due must be analyzed for the Company’s ability to collect on the credit. Once a loss is known to exist, the charge-off approval process is immediately expedited. This charge-off policy is followed for all loan types.

Although management attempts to maintain the allowance at a level deemed adequate to provide for probable losses, future additions to the allowance may be necessary based upon certain factors including changes in market conditions and underlying collateral values. In addition, various regulatory agencies periodically review the adequacy of the Company’s allowance for loan losses. These agencies may require the Company to make additional provisions based on their judgments about information available to them at the time of their examination.

The allocated allowance is the total of identified specific and general reserves by loan category. The allocation is not necessarily indicative of the categories in which future losses may occur. The total allowance is available to absorb losses from any segment of the portfolio.

The following tables detail the activity in the allowance for loan losses by portfolio segment for the three and nine months ended September 30, 2022 and 2021:

	For the three months ended September 30, 2022
									Residential
(In thousands)	SBA		Commercial		Residential		Consumer		construction			Total
Balance, beginning of period	$	758	$	14,908	$	4,786	$	803	$	1,603		$	22,858
Charge-offs		—		(501)		—		(50)		—	a		(551)
Recoveries		5		23		—		9		—			37
Net recoveries (charge-offs)		5		(478)		—		(41)		—			(514)
Provision for (credit to) loan losses charged to expense		68		803		449		349		(152)			1,517
Balance, end of period	$	831	$	15,233	$	5,235	$	1,111	$	1,451		$	23,861

31

	For the three months ended September 30, 2021
										Residential
(In thousands)	SBA		Commercial		Residential		Consumer		construction			Total
Balance, beginning of period	$	1,686	$	15,011	$	4,604	$	601	$	899		$	22,801
Charge-offs		(145)		(158)		—		(3)		—	a		(306)
Recoveries		—		—		42		—		—			42
Net charge-offs		(145)		(158)		42		(3)		—			(264)
Provision for (credit to) loan losses charged to expense		(763)		983		(540)		151		169			—
Balance, end of period	$	778	$	15,836	$	4,106	$	749	$	1,068		$	22,537

	For the nine months ended September 30, 2022
									Residential
(In thousands)	SBA		Commercial		Residential		Consumer		construction			Total
Balance, beginning of period	$	1,074	$	15,053	$	4,114	$	671	$	1,390		$	22,302
Charge-offs		—		(1,001)		—		(96)		—	a		(1,097)
Recoveries		33		83		1		13		—			130
Net recoveries (charge-offs)		33		(918)		1		(83)		—			(967)
Provision for (credit to) loan losses charged to expense		(276)		1,098		1,120		523		61			2,526
Balance, end of period	$	831	$	15,233	$	5,235	$	1,111	$	1,451		$	23,861

	For the nine months ended September 30, 2021
										Residential
(In thousands)	SBA		Commercial		Residential		Consumer		construction			Total
Balance, beginning of period	$	1,301	$	14,992	$	5,318	$	681	$	813		$	23,105
Charge-offs		(591)		(551)		—		(4)		—	a		(1,146)
Recoveries		34		2		42		—		—			78
Net charge-offs		(557)		(549)		42		(4)		—			(1,068)
Provision for (credit to) loan losses charged to expense		34		1,393		(1,254)		72		255			500
Balance, end of period	$	778	$	15,836	$	4,106	$	749	$	1,068		$	22,537

32

The following tables present loans and their related allowance for loan losses, by portfolio segment, as of September 30, 2022 and December 31, 2021:

	September 30, 2022
										Residential
(In thousands)	SBA		Commercial		Residential		Consumer		construction			Total
Allowance for loan losses ending balance:
Individually evaluated for impairment	$	129	$	915	$	56	$	58	$	99	a	$	1,257
Collectively evaluated for impairment		702		14,318		5,179		1,053		1,352			22,604
Total	$	831	$	15,233	$	5,235	$	1,111	$	1,451		$	23,861
Loan ending balances:
Individually evaluated for impairment	$	844	$	3,247	$	2,084	$	407	$	2,786		$	9,368
Collectively evaluated for impairment		72,947		1,102,812		531,653		79,255		146,379			1,933,046
Total	$	73,791	$	1,106,059	$	533,737	$	79,662	$	149,165		$	1,942,414

	December 31, 2021
										Residential
(In thousands)	SBA		Commercial		Residential		Consumer		construction			Total
Allowance for loan losses ending balance:
Individually evaluated for impairment	$	4	$	2,615	$	80	$	56	$	68	a	$	2,823
Collectively evaluated for impairment		1,070		12,438		4,034		615		1,322			19,479
Total	$	1,074	$	15,053	$	4,114	$	671	$	1,390		$	22,302
Loan ending balances:
Individually evaluated for impairment	$	510	$	4,220	$	3,262	$	637	$	3,122		$	11,751
Collectively evaluated for impairment		82,015		927,506		406,093		77,307		117,403			1,610,324
Total	$	82,525	$	931,726	$	409,355	$	77,944	$	120,525		$	1,622,075

Changes in Methodology

The Company allocated an additional reserve for loans with a substandard rating, not otherwise considered for specific reserves.

Reserve for Unfunded Loan Commitments

In addition to the allowance for loan losses, the Company maintains a reserve for unfunded loan commitments at a level that management believes is adequate to absorb estimated probable losses. Adjustments to the reserve are made through other expense and applied to the reserve which is classified as other liabilities. At September 30, 2022, a $495 thousand commitment reserve was reported on the balance sheet as an “other liability”, compared to a $358 thousand commitment reserve at December 31, 2021.

NOTE 9. New Accounting Pronouncements

ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 was issued to replace the incurred loss impairment methodology in current GAAP with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit impaired loans will receive an allowance account at the acquisition date that represents a component of the purchase price allocation. Credit losses relating to available for sale debt securities will be recorded through an allowance for credit losses, with such allowance limited to the amount by which fair value is below amortized cost.

In May 2019, FASB issued ASU 2019-05, "Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief." ASU 2019-05 was issued to address concerns with the adoption of ASU 2016-13. ASU 2019-05 gives entities the ability to irrevocably elect the fair value option in Subtopic 825-10 for certain existing financial assets upon

33

transition to ASU 2016-03. Financial assets that are eligible for this fair value election are those that qualify under Subtopic 825-10 and are within the scope of Subtopic 326-10, "Financial Instruments - Credit Losses - Measured at Amortized Costs." An exception to this is held to maturity debt securities, which do not qualify for this transition election. The effective date for the amendment is the same as the effective date in ASU 2016-03. In November 2019, FASB issued ASU 2019-10, "Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates." ASU 2019-10 was issued to defer the effective dates for certain guidance in its Accounting Standard Codification ("ASC") for certain entities. The amendments in this update amend the mandatory effective dates for ASC 326, "Financial Instruments - Credit Losses", for entities eligible to be smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2022, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements.

In 2019, FASB issued ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses." ASU 2019-11 was issued to address issues raised by stakeholders during the implementation of ASU 2016-13. ASU 2019-11 provides transition relief when adjusting the effective interest rate for troubled debt restructurings ("TDRs") that exist as of the adoption date, extends the disclosure relief in ASU 2019-04 to disclose accrued interest receivable balances separately from the amortized cost basis to additional disclosures involving amortized cost basis, and provides clarification regarding application of the guidance in paragraph 326-20-35-6 for financial assets secured by collateral maintenance provisions that provides a practical expedient to measure the estimate of expected credit losses by comparing the amortized cost basis of a financial asset and the fair value of collateral securing the financial asset as of the reporting date. The effective date and transition requirements for the amendment are the same as the effective date and transition requirements in ASU 2016-13.

ASU 2020-03, "Codification Improvement to Financial Instruments." ASU 2020-03 clarifies that all entities are required to provide the fair value option disclosures in paragraphs 825-10-50-24 through 50-32 of the FASB’s Accounting Standards Codification (ASC). ASU 2020-03 also clarifies that the contractual term of a net investment in a lease determined in accordance with ASC 842, “Leases,” should be the contractual term used to measure expected credit losses under ASC 326, “Financial Instruments – Credit Losses.” ASU 2020-03 also addresses amendments to ASC 860-20, “Transfers and Servicing – Sales of Financial Assets,” that clarifies when an entity regains control of financial assets sold, an allowance for credit losses should be recorded in accordance with ASC 326. The effective date and transition requirements for the amendment are the same as the effective date and transition requirements in ASU 2016-13. The Company is currently evaluating the impact of the adoption of ASU 2020-03 on its consolidated financial statements.

ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional guidance intended to ease the burden of reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform and meet certain scope guidance. ASU 2020-04 provides various optional expedients, including the following, for hedging relationships affected by reference rate reform, if certain criteria are met:

● An entity can change certain critical terms of the hedging instrument or hedged item or transaction without having to de-designate the relationship.

● For fair value hedging relationships in which the designated interest rate is LIBOR or another rate that is expected to be discontinued, an entity may change the hedged risk to another permitted benchmark rate without de-designating the relationship.

● For cash flow hedging relationships in which the designated hedged risk is LIBOR or another rate that is expected to be discontinued, an entity may assert that the occurrence of the hedged forecasted transaction remains probable.

● Certain qualifying conditions for the shortcut method and other methods that assume perfect effectiveness may be disregarded.

In addition, ASU 2020-04 permits an entity to make a one-time election to sell, transfer, or both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that were classified as held to maturity before January 1, 2020. ASU 2020-04 was effective upon its issuance on March 12, 2020. However, it cannot be applied to contract modifications that occur after December 31, 2022. With certain exceptions, the ASU also

34

cannot be applied to hedging relationships entered into or evaluated after that date. The Company is currently evaluating the various optional expedients as well as impact of the adoption of ASU 2020-04 on its consolidated financial statements.

ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2021-01 was issued to clarify certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting applied to derivatives that are affected by the discounting transition. In addition, the ASU clarifies that a receive-variable-rate, pay-variable-rate cross-currency interest rate swap may be considered eligible as a hedging instrument in a net investment hedge if both legs of the swap do not have the same repricing intervals and dates as a result of the reference rate reform. ASU 2021-01 became effective January 7, 2021. The Company currently uses the shortcut method as the practical expedient.

ASU 2022-01, “Derivatives and Hedging (Topic 815): ASU 2022-01 was issued to clarify the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios and financial assets. Among other things, the amended guidance established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible and renamed that method the “portfolio layer” method. ASU 2022-01 is effective January 1, 2023 and is not expected to have a significant impact on our consolidated financial statements.

ASU 2022-02, “Financial Instruments – Credit Losses (Topic 326): eliminates the guidance on troubled debt restructurings and requires entities to evaluate all loan modifications to determine if they result in a new loan or a continuation of the existing loan. ASU 2022-02 also requires that entities disclose current-period gross charge-offs by year of origination for loans and leases. The Company is currently evaluating the impact of the adoption of ASU 2022-02 on its consolidated financial statements.

NOTE 10. Derivative Financial Instruments and Hedging Activities

Derivative Financial Instruments

The Company has derivative financial instruments in the form of interest rate swap agreements, which derive their value from underlying interest rates. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivatives are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the derivative instrument, is reflected on the Company’s balance sheet as other assets or other liabilities.

The Company is exposed to credit-related losses in the event of nonperformance by the counterparties to any derivative agreement. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail their obligations. The Company deals only with primary dealers.

Derivative instruments are generally either negotiated OTC contracts or standardized contracts executed on a recognized exchange. Negotiated OTC derivative contracts are generally entered into between two counterparties that negotiate specific agreement terms, including the underlying instrument, amount, exercise prices and maturity.

Risk Management Policies – Hedging Instruments

The primary focus of the Company’s asset/liability management program is to monitor the sensitivity of the Company’s net portfolio value and net income under varying interest rate scenarios to take steps to control its risks. On a quarterly basis, the Company evaluates the effectiveness of entering into any derivative agreement by measuring the cost of such an agreement in relation to the reduction in net portfolio value and net income volatility within an assumed range of interest rates.

35

Interest Rate Risk Management – Cash Flow Hedging Instruments

The Company has variable rate debt as a source of funds for use in the Company’s lending and investment activities and for other general business purposes. These debt obligations expose the Company to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases. Conversely, if interest rates decrease, interest expense decreases. Management believes it is prudent to limit the variability of a portion of its interest payments and, therefore hedges its variable-rate interest payments. To meet this objective, management enters into interest rate swap agreements whereby the Company receives variable interest rate payments and makes fixed interest rate payments during the contract period.

A summary of the Company’s outstanding interest rate swap agreements used to hedge variable rate debt at September 30, 2022 and December 31, 2021, respectively is as follows:

(In thousands, except percentages and years)	September 30, 2022			December 31, 2021
Notional amount	$	20,000		$	40,000
Fair value	$	1,598		$	408
Weighted average pay rate		0.83	%		0.98	%
Weighted average receive rate		1.75	%		0.19	%
Weighted average maturity in years		2.44			2.37
Number of contracts		1			2

During the three and nine months ended September 30, 2022, the Company received variable rate London Interbank Offered Rate ("LIBOR") payments from and paid fixed rates in accordance with its interest rate swap agreements. At September 30, 2022, the unrealized loss relating to interest rate swaps was recorded as a derivative liability. Changes in the fair value of the interest rate swaps designated as hedging instruments of the variability of cash flows associated with long-term debt are reported in other comprehensive income. The following table presents the net gains and losses recorded in other comprehensive income and the consolidated financial statements relating to the cash flow derivative instruments at September 30, 2022 and 2021, respectively:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Gain recognized in OCI on derivatives	$	452	$	86	$	1,386	$	911

36

NOTE 11. Employee Benefit Plans

Stock Option Plans

The Company has maintained option plans and maintains an equity incentive plan, which allow for the grant of options to officers, employees and members of the Board of Directors. Grants of options under the Company’s plans generally vest over 3 years and must be exercised within 10 years of the date of grant. Transactions under the Company’s plans for the nine months ended September 30, 2022 are summarized in the following table:

				Weighted
		Weighted		average
		average		remaining	Aggregate
		exercise		contractual	intrinsic
	Shares	price		life in years	value
Outstanding at December 31, 2021	688,533	$	17.56	6.6	$	5,986,666
Options granted	—		—
Options exercised	(85,877)		16.24
Options forfeited	(13,496)		19.75
Options expired	—		—
Outstanding at September 30, 2022	589,160	$	17.70	6.0	$	4,367,893
Exercisable at September 30, 2022	463,676	$	17.17	5.5	$	3,682,762

On April 25, 2019, the Company adopted the 2019 Equity Compensation Plan providing for grants of up to 500,000 shares to be allocated between incentive and non-qualified stock options, restricted stock awards, performance units and deferred stock. The Plan replaced all previously approved and established equity plans then currently in effect. As of September 30, 2022, 281,500 options and 184,700 shares of restricted stock have been awarded from the plan. In addition, 15,496 unvested options and 12,400 unvested shares of restricted stock were cancelled and returned to the plan leaving 61,696 shares available for future grants.

The fair values of the options granted during the nine months ended September 30, 2021 were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions. There were no options granted during the three months ended September 30, 2022 or 2021, or during the nine months ended September 30, 2022:

	For the nine months ended September 30,
	2022			2021
Number of options granted		—			89,000
Weighted average exercise price	$	—		$	19.21
Weighted average fair value of options	$	—		$	7.72
Expected life in years (1)		—			8.38
Expected volatility (2)		—	%		43.69	%
Risk-free interest rate (3)		—	%		1.14	%
Dividend yield (4)		—	%		1.68	%

(1) The expected life of the options was estimated based on historical employee behavior and represents the period of time that options granted are expected to be outstanding.

(2) The expected volatility of the Company’s stock price was based on the historical volatility over the period commensurate with the expected life of the options.

(3) The risk-free interest rate is the U.S. Treasury rate commensurate with the expected life of the options on the date of grant.

(4) The expected dividend yield is the projected annual yield based on the grant date stock price.

37

Upon exercise, the Company issues shares from its authorized but unissued common stock to satisfy the options. The following table presents information about options exercised during the three and nine months ended September 30, 2022 and 2021:

	For the three months ended September 30,				For the nine months ended September 30,
	2022		2021		2022		2021
Number of options exercised		23,168		23,869		85,877		60,467
Total intrinsic value of options exercised	$	215,476	$	358,798	$	1,081,833	$	876,580
Cash received from options exercised	$	441,272	$	177,362	$	1,394,809	$	444,988
Tax deduction realized from options	$	64,826	$	66,291	$	325,469	$	178,904

The following table summarizes information about stock options outstanding and exercisable at September 30, 2022:

	Options outstanding					Options exercisable
			Weighted average	Weighted			Weighted
		Options	remaining contractual	average		Options	average
Range of exercise prices		outstanding	life (in years)	exercise price		exercisable	exercise price
$6.01 - $12.00		108,261	2.8	$	9.06	108,261	$	9.06
$12.01 - $18.00		117,933	6.6		16.57	79,607		16.29
$18.01 - $24.00		362,966	6.8		20.64	275,808		20.60
Total		589,160	6.0	$	17.70	463,676	$	17.17

Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, “Compensation - Stock Compensation,” requires an entity to recognize the fair value of equity awards as compensation expense over the period during which an employee is required to provide service in exchange for such an award (vesting period). Compensation expense related to stock options and the related income tax benefit for the three and nine months ended September 30, 2022 and 2021 are detailed in the following table:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Compensation expense	$	129	$	221	$	431	$	651
Income tax benefit	$	37	$	64	$	125	$	188

As of September 30, 2022, unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the Company’s plans totaled approximately $486 thousand. That cost is expected to be recognized over a weighted average period of 1.2 years.

38

Restricted Stock Awards

Restricted stock is issued under the 2019 Equity Compensation Plan to reward employees and directors and to retain them by distributing stock over a period of time. Restricted stock awards granted to date vest over a period of 4 years and are recognized as compensation to the recipient over the vesting period. The awards are recorded at fair market value at the time of grant and amortized into salary expense on a straight line basis over the vesting period. The following table summarizes nonvested restricted stock activity for the nine months ended September 30, 2022:

		Average grant
	Shares	date fair value
Nonvested restricted stock at December 31, 2021	119,487	$	21.00
Granted	73,000		27.54
Cancelled	(11,587)		23.29
Vested	(32,467)		20.07
Nonvested restricted stock at September 30, 2022	148,433	$	24.24

Restricted stock awards granted during the three and nine months ended September 30, 2022 and 2021 were as follows:

	For the three months ended September 30,				For the nine months ended September 30,
	2022		2021		2022		2021
Number of shares granted		2,000		8,000		73,000		48,000
Average grant date fair value	$	27.89	$	22.82	$	27.54	$	20.46

Compensation expense related to restricted stock for the three and nine months ended September 30, 2022 and 2021 is detailed in the following table:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Compensation expense	$	276	$	184	$	808	$	538
Income tax benefit	$	80	$	53	$	234	$	155

As of September 30, 2022, there was approximately $2.9 million of unrecognized compensation cost related to nonvested restricted stock awards granted under the Company’s equity plans. That cost is expected to be recognized over a weighted average period of 3.0 years.

401(k) Savings Plan

The Bank has a 401(k) savings plan covering substantially all employees. Under the Plan, an employee can contribute up to 75 percent of their salary on a tax deferred basis. The Bank may also make discretionary contributions to the Plan. The Bank contributed $207 thousand and $158 thousand to the Plan during the three months ended September 30, 2022 and 2021, respectively, and $630 thousand and $618 thousand during the nine months ended September 30, 2022 and 2021, respectively.

Deferred Compensation Plan

The Company has a deferred fee plan for Directors and eligible management. Directors of the Company have the option

to elect to defer up to 100 percent of their respective retainer and Board of Director fees, and each eligible member of

management has the option to elect to defer up to 100 percent of their total compensation. Director and executive deferred compensation totaled $50 thousand and $35 thousand during the three months ended September 30, 2022 and 2021, respectively, and $635 thousand and $551 thousand during the nine months ended September 30, 2022 and 2021, respectively. The interest paid on the deferred balances totaled $42 thousand and $34 thousand during the three months ended September 30, 2022 and 2021, respectively, and $119 thousand and $102 thousand during the nine months ended

39

September 30, 2022 and 2021, respectively. The fees distributed on the deferred balances totaled $4 thousand and $3 thousand during the three months ended September 30, 2022 and 2021, respectively, and $9 thousand during the nine months ended September 30, 2022 and 2021.

Benefit Plans

In addition to the 401(k) savings plan which covers substantially all employees, in 2015 the Company established an unfunded supplemental defined benefit plan to provide additional retirement benefits for the President and Chief Executive Officer (“CEO”) and unfunded, non-qualified deferred retirement plans for certain other key executives.

On June 4, 2015, the Company approved the Supplemental Executive Retirement Plan (“SERP”) pursuant to which the President and CEO is entitled to receive certain supplemental nonqualified retirement benefits. The retirement benefit under the SERP is an amount equal to sixty percent (60%) of the average of the President and CEO’s base salary for the thirty-six (36) months immediately preceding the executive’s separation from service after age 66, adjusted annually thereafter by a percentage equal to the Consumer Price Index as reported by the U.S. Bureau of Labor Statistics for All Urban Consumers (CPI-U). The total benefit is to be made payable in fifteen annual installments. The future

payments are estimated to total $7.2 million. A discount rate of four percent (4%) was used to calculate the present value

of the benefit obligation.

The President and CEO commenced vesting in this retirement benefit on January 1, 2014, and vests an additional three percent (3%) each year until fully vested on January 1, 2024. In the event that the President and CEO’s separation from service from the Company were to occur prior to full vesting, the President and CEO would be entitled to and shall be paid the vested portion of the retirement benefit calculated as of the date of separation from service. Notwithstanding the foregoing, upon a Change in Control, and provided that within 6 months following the Change in Control the President and CEO is involuntarily terminated for reasons other than “cause” or the President and CEO resigns for “good reason,” as such is defined in the SERP, or the President and CEO voluntarily terminates his employment after being offered continued employment in a position that is not a “Comparable Position,” as such is also defined in the SERP, the President and CEO shall become one hundred percent (100%) vested in the full retirement benefit.

No contributions or payments have been made during the three and nine months ended September 30, 2022. The following table summarizes the components of the net periodic pension cost of the defined benefit plan recognized during the three and nine months ended September 30, 2022 and 2021:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Service cost (1)	$	38	$	(35)	$	112	$	(69)
Interest cost		46		35		140		69
Amortization of prior service cost (2)		—		311		—		332
Net periodic benefit cost	$	84	$	311	$	252	$	332

(1) Reduction in service cost totaling $137 thousand in 2021 to be recognized over one year due to the recalculation of the President and CEO’s salary projection.

(2) Prior service cost fully amortized as of June 30, 2021.

The following table summarizes the changes in benefit obligations of the defined benefit plan during the nine months ended September 30, 2022 and 2021:

	For the nine months ended September 30,
(In thousands)	2022		2021
Benefit obligation, beginning of year	$	4,521	$	3,845
Service cost (1)		112		(69)
Interest cost		140		69
Benefit obligation, end of period	$	4,773	$	3,845

40

(1) Reduction in service cost totaling $137 thousand in 2021 to be recognized over one year due to the recalculation of the President and CEO’s salary projection.

On October 22, 2015, the Company entered into an Executive Incentive Retirement Plan (the “Plan”) with certain key executive officers other than the President and CEO. The Plan has an effective date of January 1, 2015.

The Plan is an unfunded, nonqualified deferred compensation plan. For any Plan Year, a guaranteed annual Deferral Award percentage of seven and one half percent (7.5%) of the participant’s annual base salary will be credited to each Participant’s Deferred Benefit Account. A discretionary annual Deferral Award equal to seven and one half percent (7.5%) of the participant’s annual base salary may be credited to the Participant’s account in addition to the guaranteed Deferral Award, if the Bank exceeds the benchmarks set forth in the Annual Executive Bonus Matrix. The total Deferral Award shall never exceed fifteen percent (15%) of the participant’s base salary for any given Plan Year. Each Participant shall be one hundred percent (100%) vested in all Deferral Awards as of the date they are awarded.

As of September 30, 2022, the Company had total year to date expenses of $104 thousand related to the Plan. The Plan is reflected on the Company’s balance sheet as accrued expenses.

Certain members of management are also enrolled in a split-dollar life insurance plan with a post retirement death benefit of $250 thousand. Total expenses related to this plan were $6 thousand and $1 thousand for the three months ended September 30, 2022 and 2021, and $17 thousand and $4 thousand for the nine months ended September 30, 2022 and 2021. Additionally, $55 thousand of prior period expense was reversed during the nine months ended September 30, 2022. This was related to changes to the members of management participating in the plan.

NOTE 12. Regulatory Capital

Under the Economic Growth, Regulatory Relief and Consumer Protection Act, the Bank is considered a qualifying community banking organization, which allows the Bank to elect to opt into the community bank leverage ratio (“CBLR”) in its regulatory filings. The Bank has opted into the CBLR, and is therefore is not required to comply with the Basel III capital requirements.

The following table shows the CBLR ratio for the Company and the Bank as of September 30, 2022 and December 31, 2021:

	At September 30, 2022				At December 31, 2021
	Company		Bank		Company		Bank
CBLR	10.85	%	10.78	%	10.51	%	10.00	%

NOTE 13. Leases

Operating leases in which the Bank is the lessee and the term is greater than 12 months, are recorded as right of use (“ROU”) assets and lease liabilities and are included in Prepaid expenses and other assets and Accrued expenses and other liabilities, respectively, on the Consolidated Balance Sheets. The Bank does not currently have any finance leases in which it is the lessee.

Operating lease ROU assets represent the Bank’s right to use an underlying asset during the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate. The borrowing rate for each lease is unique based on the lease term. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in Occupancy expense in the Consolidated Statements of Income.

41

The Bank’s leases relate primarily to bank branches, office space and equipment with remaining lease terms of generally 1 to 10 years. Certain lease arrangements contain extension options which typically range from 1 to 5 years at the then fair market rental rates. As these extension options are not generally considered reasonably certain of exercise, they are not included in the lease term.

Certain real estate leases have lease payments that adjust based on annual changes in the Consumer Price Index ("CPI"). The leases that are dependent upon CPI are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability.

The table below summarizes our net lease cost:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Operating lease cost	$	177	$	155	$	554	$	452
Net lease cost	$	177	$	155	$	554	$	452

The table below summarizes the cash and non-cash activities associated with our leases:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	183	$	152	$	547	$	442

The table below summarizes other information related to our operating leases:

(In thousands, except percentages and years)	September 30, 2022			December 31, 2021
Weighted average remaining lease term in years		11.15			11.40
Weighted average discount rate		2.84	%		3.20	%
Operating lease right-of-use assets	$	4,554		$	5,249

The table below summarizes the maturity of remaining lease liabilities:

(In thousands)	September 30, 2022
2022	$	168
2023		606
2024		559
2025		557
2026		558
2027 and thereafter		2,765
Total lease payments	$	5,213
Less: Interest		(582)
Present value of lease liabilities	$	4,631

As of September 30, 2022, the Company had not entered into any material leases that have not yet commenced.

42

ITEM 2          Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the 2021 consolidated audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. When necessary, reclassifications have been made to prior period data throughout the following discussion and analysis for purposes of comparability. This Quarterly Report on Form 10-Q contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which may be identified by the use of such words as “believe”, “expect”, “anticipate”, “should”, “planned”, “estimated” and “potential”. Examples of forward looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Unity Bancorp, Inc. that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, in addition to those items contained in the Company’s Annual Report on Form 10-K under Item IA-Risk Factors, as updated by our subsequent filings with the Securities and Exchange Commission, the following: changes in general, economic, and market conditions, legislative and regulatory conditions, the development of an interest rate environment that adversely affects Unity Bancorp, Inc.’s interest rate spread or other income anticipated from operations and investments and the impact of the COVID-19 pandemic on our employees, operations and customers.

Overview

Unity Bancorp, Inc. (the “Parent Company”) is a bank holding company incorporated in New Jersey and registered under the Bank Holding Company Act of 1956, as amended. Its wholly-owned subsidiary, Unity Bank (the “Bank” or, when consolidated with the Parent Company, the “Company”) is chartered by the New Jersey Department of Banking and Insurance and commenced operations on September 13, 1991. The Bank provides a full range of commercial and retail banking services through the Internet, a Loan Production Office in Lakewood, NJ and its eighteen branch offices located in Bergen, Hunterdon, Middlesex, Ocean, Somerset, Union, and Warren counties in New Jersey, and Northampton County in Pennsylvania. These services include the acceptance of demand, savings, and time deposits and the extension of consumer, real estate, Small Business Administration ("SBA") and other commercial credits. The Bank has multiple subsidiaries used to hold part of its investment and loan portfolios.

COVID-19

The full impact of the Coronavirus Disease (“COVID-19”) pandemic remains unknown and continues to evolve. The outbreak has had a significant adverse impact on certain industries the Company serves, including retail, accommodations, and restaurants and food services. It is unknown how long the adverse conditions associated with the COVID-19 pandemic will last and what the complete financial effect will be to the Bank. It is reasonably possible that estimates made in the financial statements could be materially impacted in the near term as a result of these conditions. We continue to monitor the impact closely, including its impact on our employees, customers, communities and results of operations and the impact of other government or Federal Reserve actions.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act provided funding for the SBA's Paycheck Protection Program (PPP) and established rules for qualifying borrowers to receive loan forgiveness by the SBA under this program. The Company approved 1,224 applications and provided funding of approximately $143.0 million during the year ended December 31, 2020. As of September 30, 2022, the Company had no PPP loans originated under the CARES Act remaining on our balance sheet.

The Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues (“Economic Aid”) Act provided additional assistance to the hardest-hit small businesses, nonprofits, and venues that were struggling to recover from the impact of the COVID-19 pandemic. The Company approved 955 applications and provided funding of approximately $101.0 million under the Economic Aid Act. As of September 30, 2022, the Company had $6.7 million of PPP loans originated under the Economic Aid Act in its portfolio.

Additionally, in accordance with provisions set forth by the CARES Act and regulatory guidance, the Company provided financial assistance through loan payment deferrals and waived fees. The Company has no outstanding loans remaining that would qualify for the payment deferral period as set forth by the CARES Act and regulatory guidance.

43

Consent Order

In July 2020, Unity Bank agreed to the issuance of a Consent Order by the Federal Deposit Insurance Corporation (“FDIC”) and agreed to an Acknowledgement and Consent of the FDIC Consent Order with the Commissioner of Banking and Insurance for the State of New Jersey. The Consent Order requires the Bank to strengthen its Bank Secrecy Act (“BSA”)/anti-money laundering (“AML”) program, and to address related matters. The Bank hired a consulting firm to assist management in effectively addressing all matters pertaining to the order. Although the Bank believes it is complying with all requirements of the Consent Order, we can give no assurance that the FDIC and the NJDOBI will agree that the Bank is fully complying or that the Bank will not incur material additional expense in complying with the Consent Order.

Earnings Summary

Net income totaled $9.9 million, or $0.93 per diluted share for the quarter ended September 30, 2022, compared to $9.5 million, or $0.90 per diluted share for the same period a year ago. Return on average assets and average common equity for the quarter were 1.85 percent and 17.39 percent, respectively, compared to 1.96 percent and 19.57 percent for the same period a year ago.

Third quarter highlights include:

● Net interest income increased 20.4 percent compared to the prior year’s quarter, primarily due to loan growth.

● Net interest margin equaled 4.61 percent this quarter compared to 4.27 percent in the prior year’s quarter.

● The provision for loan losses was $1.5 million for the quarter ended September 30, 2022, compared to no provision for loan losses for the prior year’s quarter and $1.2 million in provision for loan losses for the prior sequential quarter, primarily due to the sizable increase in total loans, as well as our view of general economic conditions.

● Noninterest expense increased 2.1 percent compared to the prior year’s quarter, primarily due to increased compensation expenses.

● The effective tax rate was 25.1 percent compared to 25.4 percent in the prior year’s quarter.

The Company’s performance ratios may be found in the table below.

	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2022			2021
Net income per common share - Basic (1)	$	0.94		$	0.91		$	2.72		$	2.53
Net income per common share - Diluted (2)	$	0.93		$	0.90		$	2.67		$	2.50
Return on average assets		1.85	%		1.96	%		1.83	%		1.86	%
Return on average equity (3)		17.39	%		19.57	%		17.45	%		19.13	%
Efficiency ratio (4)		39.59	%		44.15	%		42.64	%		46.28	%

(1) Defined as net income divided by weighted average shares outstanding.

(2) Defined as net income divided by the sum of the weighted average shares and the potential dilutive impact of the exercise of outstanding options.

(3) Defined as net income divided by average shareholders’ equity.

(4) The efficiency ratio is a non-GAAP measure of operational performance. It is defined as noninterest expense divided by the sum of net interest income plus noninterest income less any gains or losses on securities.

Net Interest Income

The primary source of the Company’s operating income is net interest income, which is the difference between interest and dividends earned on interest-earning assets and fees earned on loans, versus interest paid on interest-bearing liabilities. Interest-earning assets include loans to individuals and businesses, investment securities and interest-earning deposits. Interest-bearing liabilities include interest-bearing demand, savings and time deposits, FHLB advances and

44

other borrowings. Net interest income is determined by the difference between the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities (“net interest spread”) and the relative amounts of interest-earning assets and interest-bearing liabilities. The Company’s net interest spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand, deposit flows and general levels of nonperforming assets.

During the quarter ended September 30, 2022, tax-equivalent net interest income amounted to $23.7 million, an increase of $4.0 million or 20.4 percent when compared to the same period in 2021. The net interest margin increased 34 basis points to 4.61 percent for the three months ended September 30, 2022, compared to 4.27 percent for the same period in 2021. The net interest spread was 4.37 percent for the third quarter of 2022, a 28 basis point increase compared to the same period in 2021.

During the three months ended September 30, 2022, tax-equivalent interest income was $26.2 million, an increase of $5.0 million or 23.4 percent when compared to the same period in 2021. This increase was mainly driven by the increase in market interest rates on earning assets and an increase in the balance of average securities and the balance of average loans.

● Of the $5.0 million net increase in interest income on a tax-equivalent basis, $3.0 million is due to an increase in yields on earning assets and $2.0 million is due to an increase in average earning assets.

● The average volume of interest-earning assets increased $211.4 million to $2.0 billion for the third quarter of 2022 compared to $1.8 billion for the same period in 2021. This was due primarily to a $96.5 million increase in average investment securities and a $211.5 million increase in average loans offset partially by a $99.1 million decrease in average interest-bearing deposits.

● The yield on total interest-earning assets increased 49 basis points to 5.09 percent for the three months ended September 30, 2022 when compared to the same period in 2021. The yield on the loan portfolio increased 21 basis points to 5.22 percent.

Total interest expense was $2.5 million for the three months ended September 30, 2022, an increase of $1.0 million or 62.4 percent compared to the same period in 2021. This increase was driven by the increased rates and volume of savings deposits and increased volume of borrowed funds and subordinated debentures compared to a year ago.

● Of the $1.0 million increase in interest expense, $0.6 million was due to an increase in the rates on interest-bearing liabilities and $0.4 million was due to increased volume of average interest-bearing liabilities.

● Interest-bearing liabilities averaged $1.4 billion for the third quarter of 2022, an increase of $175.3 million or 14.8 percent compared to the prior year’s quarter.

● The average cost of total interest-bearing liabilities increased 21 basis points to 0.72 percent. The cost of interest-bearing deposits increased 12 basis points to 0.57 percent for the third quarter of 2022 and the cost of borrowed funds and subordinated debentures increased 88 basis points to 2.53 percent.

During the nine months ended September 30, 2022, tax-equivalent net interest income amounted to $65.4 million, an increase of $9.2 million or 16.4 percent when compared to the same period in 2021. The net interest margin increased 24 basis points to 4.37 percent for the nine months ended September 30, 2022, compared to 4.13 percent for the same period in 2021. The net interest spread was 4.20 percent for the nine months ended September 30, 2022, a 30 basis point increase compared to the same period in 2021.

During the nine months ended September 30, 2022, tax-equivalent interest income was $70.4 million, an increase of $7.9 million or 12.6 percent when compared to the same period in the prior year. This increase was mainly driven by the increase in the balance of average loans and the increase in the average balance of securities and the rates on loans, securities, and interest-bearing deposits.

● Of the $7.9 million net increase in interest income on a tax-equivalent basis, $4.9 million is due to an increase in yields on the earning assets and $3.0 million is due to an increase to average earning assets.

● The average volume of interest-earning assets increased $180.5 million to $2.0 billion for the nine months ended September 30, 2022 compared to $1.8 billion for the same period in 2021. This was due primarily to a

45

$78.0 million increase in average investment securities, a $104.1 million increase in average loans, partially offset with a $1.6 million decrease in interest-bearing deposits.

● The yield on total interest-earning assets increased 11 basis points to 4.71 percent for the nine months ended September 30, 2022 when compared to the same period in 2021. The yield on the loan portfolio increased 11 basis points to 5.06 percent.

Total interest expense was $5.0 million for the nine months ended September 30, 2022, a decrease of $1.3 million or 20.6 percent compared to the same period in 2021. This decrease reflects decreased rates on interest-bearing deposits and decreased volume on borrowed funds and subordinated debentures compared to a year ago, partially offset increased by rates on borrowed funds and subordinated debentures.

● Of the $1.3 million decrease in interest expense, $1.1 million was due to a decrease in the rates on interest-bearing liabilities and $0.8 million was due to decreased volume of average time deposits. The decrease in time deposits was partially offset by higher average demand deposits and savings deposits, which are typically lower yielding compared to time deposits.

● Interest-bearing liabilities averaged $1.3 billion for the nine months ended September 30, 2022, an increase of $105.2 million or 8.7 percent compared to the prior year’s period.

● The average cost of total interest-bearing liabilities decreased 19 basis points to 0.51 percent for the nine months ended September 30, 2022. The cost of interest-bearing deposits decreased 23 basis points to 0.41 percent and the cost of borrowed funds and subordinated debentures increased 56 basis points to 2.21 percent.

The following table reflects the components of net interest income, setting forth for the periods presented herein: (1) average assets, liabilities and shareholders’ equity, (2) interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities, (3) average yields earned on interest-earning assets and average rates paid on interest-bearing liabilities, (4) net interest spread, and (5) net interest income/margin on average earning assets. Rates/Yields are computed on a fully tax-equivalent basis, assuming a federal income tax rate of 21 percent in 2022 and 2021

46

Consolidated Average Balance Sheets

(Dollar amounts in thousands, interest amounts and interest rates/yields on a fully tax-equivalent basis)

	For the three months ended
	September 30, 2022						September 30, 2021
���	Average						Average
	Balance		Interest		Rate/Yield		Balance		Interest		Rate/Yield
ASSETS
Interest-earning assets:
Interest-bearing deposits	$	34,605	$	168	1.92	%	$	133,660	$	48	0.14	%
Federal Home Loan Bank ("FHLB") stock		6,200		93	5.96			3,706		41	4.36
Securities:
Taxable		137,590		1,397	4.03			41,738		292	2.78
Tax-exempt		1,841		20	4.27			1,176		10	3.26
Total securities (A)		139,431		1,417	4.03			42,914		302	2.79
Loans:
SBA loans		65,941		1,083	6.52			54,686		864	6.27
SBA PPP loans		9,576		277	11.47			110,239		1,751	6.30
Commercial loans		1,069,917		14,017	5.20			898,589		11,280	4.98
Residential mortgage loans		504,787		5,912	4.65			417,166		4,606	4.38
Consumer loans		76,957		1,075	5.54			66,782		736	4.37
Residential construction loans		137,681		2,184	6.29			105,908		1,628	6.10
Total loans (B)		1,864,859		24,548	5.22			1,653,370		20,865	5.01
Total interest-earning assets	$	2,045,095	$	26,226	5.09	%	$	1,833,650	$	21,256	4.60	%
Noninterest-earning assets:
Cash and due from banks		24,350						23,085
Allowance for loan losses		(22,848)						(22,733)
Other assets		83,168						75,961
Total noninterest-earning assets		84,670						76,313
Total assets	$	2,129,765					$	1,909,963
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits	$	269,486	$	320	0.47	%	$	227,152	$	247	0.43	%
Savings deposits		674,486		878	0.52			558,354		390	0.28
Time deposits		310,842		600	0.77			345,811		659	0.76
Total interest-bearing deposits		1,254,814		1,798	0.57			1,131,317		1,296	0.45
Borrowed funds and subordinated debentures		108,135		688	2.53			56,322		235	1.65
Total interest-bearing liabilities	$	1,362,949	$	2,486	0.72	%	$	1,187,639	$	1,531	0.51	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		516,898						514,518
Other liabilities		23,130						16,077
Total noninterest-bearing liabilities		540,028						530,595
Total shareholders' equity		226,788						191,729
Total liabilities and shareholders' equity	$	2,129,765					$	1,909,963
Net interest spread			$	23,740	4.37	%			$	19,725	4.09	%
Tax-equivalent basis adjustment				(2)						(2)
Net interest income			$	23,738					$	19,723
Net interest margin					4.61	%					4.27	%

(A) Yields related to securities exempt from federal and state income taxes are stated on a fully tax-equivalent basis. They are reduced by the nondeductible portion of interest expense, assuming a federal tax rate of 21 percent in 2022 and 2021, as well as all applicable state rates.

(B) The loan averages are stated net of unearned income, and the averages include loans on which the accrual of interest has been discontinued.

47

Consolidated Average Balance Sheets

(Dollar amounts in thousands, interest amounts and interest rates/yields on a fully tax-equivalent basis)

	For the nine months ended
	September 30, 2022						September 30, 2021
	Average						Average
	balance		Interest		Rate/Yield		balance		Interest		Rate/Yield
ASSETS
Interest-earning assets:
Interest-bearing deposits	$	114,901	$	416	0.48	%	$	116,563	$	105	0.12	%
FHLB stock		4,592		176	5.13			4,527		157	4.63
Securities:
Taxable		116,816		3,164	3.62			38,374		837	2.92
Tax-exempt		1,366		39	3.80			1,774		33	2.46
Total securities (A)		118,182		3,203	3.62			40,148		870	2.90
Loans
SBA loans		64,438		2,933	6.08			51,446		2,423	6.30
SBA PPP loans		23,388		1,546	8.84			138,846		5,228	5.03
Commercial loans		1,009,122		37,928	5.03			871,163		32,490	4.99
Residential mortgage loans		456,354		15,284	4.48			435,694		14,640	4.49
Consumer loans		78,108		2,914	4.99			63,872		2,274	4.76
Residential construction loans		130,205		6,018	6.18			96,491		4,330	6.00
Total loans (B)		1,761,615		66,623	5.06			1,657,512		61,385	4.95
Total interest-earning assets	$	1,999,290	$	70,418	4.71	%	$	1,818,750	$	62,517	4.60	%
Noninterest-earning assets:
Cash and due from banks		24,026						23,456
Allowance for loan losses		(22,454)						(23,026)
Other assets		80,656						75,856
Total noninterest-earning assets		82,228						76,286
Total assets	$	2,081,518					$	1,895,036
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits	$	263,139	$	682	0.35	%	$	218,539	$	863	0.53	%
Savings deposits		687,177		1,635	0.32			515,065		1,241	0.32
Time deposits		292,484		1,499	0.69			401,839		3,293	1.10
Total interest-bearing deposits		1,242,800		3,816	0.41			1,135,443		5,397	0.64
Borrowed funds and subordinated debentures		72,724		1,199	2.21			74,882		922	1.65
Total interest-bearing liabilities	$	1,315,524	$	5,015	0.51	%	$	1,210,325	$	6,319	0.70	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		525,405						484,284
Other liabilities		22,186						16,069
Total noninterest-bearing liabilities		547,591						500,353
Total shareholders’ equity		218,403						184,358
Total liabilities and shareholders’ equity	$	2,081,518					$	1,895,036
Net interest spread			$	65,403	4.20	%			$	56,198	3.90	%
Tax-equivalent basis adjustment				(5)						(7)
Net interest income			$	65,398					$	56,191
Net interest margin					4.37	%					4.13	%

(A) Yields related to securities exempt from federal and state income taxes are stated on a fully tax-equivalent basis. They are reduced by the nondeductible portion of interest expense, assuming a federal tax rate of 21 percent in 2022 and 2021, as well as all applicable state rates.

(B) The loan averages are stated net of unearned income, and the averages include loans on which the accrual of interest has been discontinued.

48

The rate volume table below presents an analysis of the impact on interest income and expense resulting from changes in average volume and rates over the periods presented. Changes that are not solely due to volume or rate variances have been allocated proportionally to both, based on their relative absolute values. Amounts have been computed on a tax-equivalent basis, assuming a federal income tax rate of 21 percent.

	For the three months ended September 30, 2022 versus September 30, 2021						For the nine months ended September 30, 2022 versus September 30, 2021
	Increase (decrease) due to change in:						Increase (decrease) due to change in:
(In thousands on a tax-equivalent basis)	Volume		Rate		Net		Volume		Rate		Net
Interest income:
Interest-bearing deposits	$	(60)	$	180	$	120	$	(1)	$	312	$	311
FHLB stock		33		19		52		2		17		19
Securities		929		185		1,114		2,074		259		2,333
Loans		1,131		2,552		3,683		892		4,346		5,238
Total interest income	$	2,033	$	2,936	$	4,969	$	2,967	$	4,934	$	7,901
Interest expense:
Demand deposits	$	49	$	24	$	73	$	153	$	(334)	$	(181)
Savings deposits		95		393		488		394		—		394
Time deposits		(68)		9		(59)		(757)		(1,037)		(1,794)
Total interest-bearing deposits		76		426		502		(210)		(1,371)		(1,581)
Borrowed funds and subordinated debentures		286		167		453		(28)		305		277
Total interest expense		362		593		955		(238)		(1,066)		(1,304)
Net interest income - fully tax-equivalent	$	1,671	$	2,343	$	4,014	$	3,205	$	6,000	$	9,205
Decrease in tax-equivalent adjustment						—						2
Net interest income					$	4,014					$	9,207

Provision for Loan Losses

The provision for loan losses was $1.5 million during the three months ended September 30, 2022, compared to none during the three months ended September 30, 2021. For the nine months ended September 30, 2022, the provision for loan losses totaled $2.5 million, compared to $0.5 million for the same period in 2021. The increase in provision for loan losses was primarily due to the sizeable increase in total loans, as well as management’s view of current economic conditions.

Each period’s loan loss provision is the result of management’s analysis of the loan portfolio and reflects changes in the size and composition of the portfolio, the level of net charge-offs, delinquencies, current economic conditions and other internal and external factors impacting the risk within the loan portfolio. Additional information may be found under the captions “Financial Condition - Asset Quality” and “Financial Condition - Allowance for Loan Losses and Reserve for Unfunded Loan Commitments.”  The current provision is considered appropriate under management’s assessment of the adequacy of the allowance for loan losses.

49

Noninterest Income

The following table shows the components of noninterest income and the increase or decrease for the three and nine months ended September 30, 2022 and 2021:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Branch fee income	$	336	$	294	$	892	$	858
Service and loan fee income		543		804		1,815		1,937
Gain on sale of SBA loans held for sale, net		—		—		852		741
Gain on sale of mortgage loans, net		280		968		1,231		3,785
BOLI income		170		138		494		399
Net security (losses) gains		(576)		202		(1,631)		535
Other income		357		403		2,446		1,175
Total noninterest income	$	1,110	$	2,809	$	6,099	$	9,430

Branch fee income consists primarily of services charges on deposits, overdraft fees, stop payment charges and statement rendering.

Service and loan fee income consists primarily of income earned through the servicing of sold loans and loan processing and late fees.

● Service and loan fee income decreased for the three and nine months ended September 30, 2022 compared to September 30, 2021, primarily due to a reduction in loan payoff charges.

Gain on sale of SBA loans held for sale, net, includes the net gains on sales of the guaranteed portion of SBA loans in the secondary market.

● There were no SBA loan sales for the three months ended September 30, 2022 and September 30, 2021.

● Gain on sale of SBA loans held for sale increased for the nine months ended September 30, 2022, when compared to the prior year, due to a larger volume of SBA loan sales with net gains of $852 thousand in the first quarter of 2022.

Gain on sale of mortgage loans, net, included for each period are comprised of gains on sales of residential mortgages.

● Gain on sale of mortgage loans decreased for the three and nine months ended September 30, 2022 compared to comparable periods ended September 30, 2021. These decreases were primarily due to the decreased volume of residential mortgage loans originated resulting from the slowdown in refinancing and home purchase activity in the higher interest rate environment.

Bank owned life insurance consists primarily of changes in the cash surrender value and any additional income related to net let life insurance death benefits.

Net security (losses) gains consist primarily of the net change in the mark to market gains and losses on our equity securities carried at fair value as well as gains recognized on the sale of securities.

● The Company recognized additional net security losses for the three and nine months ended September 30, 2022, compared to September 30, 2021, primarily due to a decrease in the fair market value of equity securities.

50

Noninterest Expense

The following table presents a breakdown of noninterest expense for the three and nine months ended September 30, 2022 and 2021:

	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Compensation and benefits	$	6,471	$	5,720	$	19,790	$	18,116
Processing and communications		708		747		2,166		2,303
Occupancy		702		654		2,205		1,991
Furniture and equipment		617		627		1,811		1,935
Professional services		221		315		1,060		1,035
Advertising		307		261		873		932
Other loan expenses		109		452		238		759
Deposit insurance		233		198		752		637
Director fees		240		189		698		600
Loan collection expenses		45		62		138		67
Other expenses		411		635		1,454		1,748
Total noninterest expense	$	10,064	$	9,860	$	31,185	$	30,123

Noninterest expenses totaled $10.1 million, an increase of $0.2 million for the three months ended September 30, 2022, while year-to-date noninterest expenses totaled $31.2 million, an increase of $1.1 million versus prior year. The increases were primarily due to normal increased salary expenses and an increase in the accrual for year-end bonuses anticipated to be paid by the Company, partially offset by the recovery of property taxes paid on a former OREO property and reduced loan expenses.

Income Tax Expense

For the quarter ended September 30, 2022, the Company reported income tax expense of $3.3 million for an effective tax rate of 25.1 percent, compared to income tax expense of $3.2 million and an effective tax rate of 25.4 percent for the prior year’s quarter. For the nine months ended September 30, 2022, the Company reported income tax expense of $9.3 million for an effective tax rate of 24.6 percent, compared to an income tax expense of $8.6 million and an effective tax rate of 24.6 percent for the nine months ended September 30, 2021.

On July 1, 2018, New Jersey’s Assembly Bill 4202 was signed into law. The bill, effective January 1, 2018, imposed a temporary surtax on corporations earning New Jersey allocated income in excess of $1 million at a rate of 2.5 percent for tax years beginning on or after January 1, 2018 through December 31, 2019, and at a rate of 1.5 percent for years beginning on or after January 1, 2020, through December 31, 2021. In addition, New Jersey adopted mandatory unitary combined reporting for its Corporation Business Tax, which became effective for periods on or after January 1, 2019.

On September 29, 2020, New Jersey’s Assembly Bill 4721 was signed into law. The bill, retroactively effective January 1, 2020, extends the 2.5 percent corporate income surtax until December 31, 2023. If the federal corporate tax rate is increased to a rate of at least 35 percent of taxable income, the surtax will be suspended.

Financial Condition at September 30, 2022

Total assets increased $305.8 million or 15.0 percent, to $2.3 billion at September 30, 2022, when compared to year end 2021. This increase was primarily due to increases of $293.0 million in gross loans, mostly due to commercial and residential mortgage loan growth net with SBA PPP loans forgiven and paid off, and $57.5 million in total securities, partially offset by decreases of $81.4 million in cash and cash equivalents.

51

Total deposits increased $37.7 million, due to increases of $57.1 million in time deposits and $23.5 million in interest-bearing demand deposits, offset by a decrease of $31.5 million in noninterest-bearing demand deposits and $11.4 million in savings deposits,.

Total shareholders’ equity increased $24.5 million over year end 2021, due to earnings and an increase in common stock, offset by dividends paid and net accumulated other comprehensive losses during the nine months ended September 30, 2022.

These fluctuations are discussed in further detail in the paragraphs that follow.

Securities Portfolio

The Company’s securities portfolio consists of AFS debt securities, HTM debt securities and equity investments. Management determines the appropriate security classification of AFS and HTM at the time of purchase. The investment securities portfolio is maintained for asset-liability management purposes, as well as for liquidity and earnings purposes.

AFS debt securities are investments carried at fair value that may be sold in response to changing market and interest rate conditions or for other business purposes. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk, to take advantage of market conditions that create economically attractive returns and as an additional source of earnings. AFS debt securities consist primarily of obligations of state and political subdivisions, mortgage-backed securities, asset backed securities, corporate and other securities.

AFS debt securities totaled $92.5 million at September 30, 2022, an increase of $36.0 million or 63.8 percent, compared to $56.5 million at December 31, 2021. This net increase was the result of:

● Purchases for a total of $45.2 million,

● $3.9 million in principal payments, maturities and called bonds,

● $5.2 million in depreciation in the market value of the portfolio. At September 30, 2022, the portfolio had a net unrealized loss of $5.2 million compared to a net unrealized gain of $38 thousand at December 31, 2021. These net unrealized losses are reflected net of tax in shareholder’s equity as accumulated other comprehensive loss, and;

● $85 thousand in net amortization.

The weighted average life of AFS debt securities, adjusted for prepayments, amounted to 6.8 years and 6.9 years at September 30, 2022 and December 31, 2021, respectively. The effective duration of AFS debt securities amounted to 2.0 years and 3.1 years at September 30, 2022 and December 31, 2021, respectively.

HTM debt securities, which are carried at amortized cost, are investments for which there is the positive intent and ability to hold to maturity. The portfolio is primarily comprised of U.S. Government, mortgage-backed securities and obligations of state and political subdivisions.

HTM debt securities were $35.9 million at September 30, 2022, an increase of $21.6 million or 151.4 percent, compared to $14.3 million at December 31, 2021. This net increase was the result of:

● Purchases for a total of $26.7 million,

● $5.2 million in principal payments and,

● $58 thousand in net amortization.

The weighted average life of HTM securities, adjusted for prepayments, amounted to 18.1 years. As of September 30, 2022, the fair value of HTM securities was $30.7 million. The effective duration of HTM securities amounted to 10.1 years and 5.6 years at September 30, 2022 and December 31, 2021, respectively.

52

Equity securities are investments carried at fair value that may be sold in response to changing market and interest rate conditions or for other business purposes. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk, to take advantage of market conditions that create economically attractive returns and as an additional source of earnings. Equity securities consist of Community Reinvestment Act ("CRA") mutual fund investments and the equity holdings of other financial institutions.

Equity securities totaled $8.5 million at September 30, 2022, a decrease of $92 thousand or 1.1 percent, compared to $8.6 million at December 31, 2021. This net decrease is primarily due to market value adjustment throughout the year.

Securities with a carrying value of $878 thousand and $1.2 million at September 30, 2022 and December 31, 2021, respectively, were pledged to secure other borrowings, to collateralize hedging instruments and for other purposes required or permitted by law.

Approximately 62 percent of the total investment portfolio had a fixed rate of interest at September 30, 2022.

See Note 6 to the accompanying Consolidated Financial Statements for more information regarding Securities.

Loan Portfolio

The loan portfolio, which represents the Company’s largest asset group, is a significant source of both interest and fee income. The portfolio consists of SBA, commercial, residential mortgage, consumer, and residential construction loans. Each of these segments is subject to differing levels of credit, liquidity, market, and interest rate risk.

Gross loans increased $293.0 million or 17.8 percent to $1.9 billion at September 30, 2022, compared to year end 2021. Commercial, residential mortgage, residential construction, and consumer loans increased $174.3 million, $124.4 million, $28.6 million and $1.7 million respectively, partially offset by decreases of $39.7 million and $5.3 million in SBA PPP and SBA held for investment, respectively.

The following table sets forth the classification of loans by major category, including unearned fees and deferred costs and excluding the allowance for loan losses as of September 30, 2022 and December 31, 2021:

	September 30, 2022				December 31, 2021
			% of				% of
(In thousands, except percentages)	Amount		total		Amount		total
SBA loans held for investment	$	30,747	1.6	%	$	36,075	2.2	%
SBA PPP loans		6,706	0.3			46,450	2.8
Commercial loans		1,106,059	56.9			931,726	56.5
Residential mortgage loans		533,737	27.5			409,355	24.8
Consumer loans		79,662	4.1			77,944	4.7
Residential construction loans		149,165	7.7			120,525	7.3
Total loans held for investment	$	1,906,076	98.1	%	$	1,622,075	98.3	%
SBA loans held for sale		36,338	1.9			27,373	1.7
Total loans	$	1,942,414	100.0	%	$	1,649,448	100.0	%

Average loans increased $104.1 million or 6.3 percent to $1.8 billion for the nine months ended September 30, 2022 from $1.7 billion for the same period in 2021. The increase in average loans was due to increases in average commercial, residential construction, residential mortgage, consumer and SBA loans, partially offset by decreases in average SBA PPP loans. The yield on the overall loan portfolio increased 11 basis points to 5.06 percent for the nine months ended September 30, 2022 when compared to the same period in the prior year.

SBA 7(a) loans, on which the SBA historically has provided guarantees of up to 90 percent of the principal balance, are considered a higher risk loan product for the Company than its other loan products. These loans are made for the purposes of providing working capital or financing the purchase of equipment, inventory or commercial real estate. Generally, an SBA 7(a) loan has a deficiency in its credit profile that would not allow the borrower to qualify for a

53

traditional commercial loan, which is why the SBA provides the guarantee. The deficiency may be a higher loan to value (“LTV”) ratio, lower debt service coverage (“DSC”) ratio or weak personal financial guarantees. In addition, many SBA 7(a) loans are for startup businesses where there is no history or financial information. Finally, many SBA borrowers do not have an ongoing and continuous banking relationship with the Bank, but merely work with the Bank on a single transaction. The guaranteed portion of the Company’s SBA loans are generally sold in the secondary market with the nonguaranteed portion held in the portfolio as a loan held for investment.

SBA 7(a) loans held for sale, carried at the lower of cost or market, amounted to $36.3 million at September 30, 2022, an increase of $8.9 million from $27.4 million at December 31, 2021. SBA 7(a) loans held for investment amounted to $30.7 million at September 30, 2022, a decrease of $5.3 million from $36.1 million at December 31, 2021. The yield on SBA loans, which are generally floating and adjust quarterly to the Prime rate, was 6.08 percent for the nine months ended September 30, 2022, compared to 6.30 percent in the prior year.

The guarantee rates on SBA 7(a) loans range from 50 percent to 90 percent, with the majority of the portfolio having a guarantee rate of 75 percent at origination. The guarantee rates are determined by the SBA and can vary from year to year depending on government funding and the goals of the SBA program. The carrying value of SBA loans held for sale represents the guaranteed portion to be sold into the secondary market. The carrying value of SBA loans held for investment represents the unguaranteed portion, which is the Company’s portion of SBA loans originated, reduced by the guaranteed portion that is sold into the secondary market. Approximately $73.3 million and $87.4 million in SBA loans were sold but serviced by the Company at September 30, 2022 and December 31, 2021, respectively, and are not included on the Company’s balance sheet. There is no relationship or correlation between the guarantee percentages and the level of charge-offs and recoveries on the Company’s SBA 7(a) loans. Charge-offs taken on SBA 7(a) loans effect the unguaranteed portion of the loan. SBA loans are underwritten to the same credit standards irrespective of the guarantee percentage.

Commercial loans are generally made in the Company’s marketplace for the purpose of providing working capital, financing the purchase of equipment, inventory or commercial real estate and for other business purposes. These loans amounted to $1.1 billion at September 30, 2022, an increase of $174.3 million from year end 2021. The yield on commercial loans was 5.03 percent for the nine months ended September 30, 2022, compared to 4.99 percent for the same period in 2021. The SBA 504 program, which consists of real estate backed commercial mortgages where the Company has the first mortgage and the SBA has the second mortgage on the property, is included in the Commercial loan portfolio. Generally, the Company has a 50 percent LTV ratio on SBA 504 program loans at origination.

Residential mortgage loans consist of loans secured by 1 to 4 family residential properties. These loans amounted to $533.7 million at September 30, 2022, an increase of $124.4 million from year end 2021. Sales of mortgage loans totaled $64.1 million for the nine months ended September 30, 2022. The yield on residential mortgages was 4.48 percent for the nine months ended September 30, 2022, compared to 4.49 percent in the 2021. Residential mortgage loans maintained in portfolio are generally to individuals that do not qualify for conventional financing. In extending credit to this category of borrowers, the Bank considers other mitigating factors such as credit history, equity and liquid reserves of the borrower. As a result, the residential mortgage loan portfolio of the Bank includes adjustable rate mortgages with rates that exceed the rates on conventional fixed-rate mortgage loan products but which are not considered high priced mortgages.

Consumer loans consist of home equity loans and loans for the purpose of financing the purchase of consumer goods, home improvements, and other personal needs, and are generally secured by the personal property being purchased. These loans amounted to $79.7 million, an increase of $1.7 million from year end 2021. The yield on consumer loans was 4.99 percent for the nine months ended September 30, 2022, compared to 4.76 percent for the same period in 2021.

Residential construction loans consist of short-term loans for the purpose of funding the costs of building a home. These loans amounted to $149.2 million, an increase of $28.6 million from year end 2021. The yield on residential construction loans was 6.18 percent for the nine months ended September 30, 2022, compared to 6.00 percent for the same period in 2021.

54

There are no concentrations of loans to any borrowers or group of borrowers exceeding 10 percent of the total loan portfolio.

In the normal course of business, the Company may originate loan products whose terms could give rise to additional credit risk. Interest-only loans, loans with high LTV or debt service ratios, construction loans with payments made from interest reserves and multiple loans supported by the same collateral (e.g. home equity loans) are examples of such products. However, these products are not material to the Company’s financial position and are closely managed via credit controls designed to mitigate their additional inherent risk. Management does not believe that these products create a concentration of credit risk in the Company’s loan portfolio. The Company does not have any option adjustable rate mortgage loans.

The majority of the Company’s loans are secured by real estate. Declines in the market values of real estate in the Company’s trade area impact the value of the collateral securing its loans. This could lead to greater losses in the event of defaults on loans secured by real estate. At September 30, 2022 approximately 99 percent of the Company’s loan portfolio was secured by real estate compared to 92 percent at December 31, 2021.

Troubled Debt Restructurings (“TDRs”)

At September 30, 2022, there were five loans totaling $1.9 million that were classified as TDRs and deemed impaired, compared to three such loans totaling $1.0 million at December 31, 2021. Restructured loans that are placed in nonaccrual status may be removed after six months of contractual payments and the borrower showing the ability to service the debt going forward. The TDRs are in accrual status since they are performing in accordance with the restructured terms. There are no commitments to lend additional funds on these loans.

The following table presents a breakdown of performing and nonperforming TDRs by class as of September 30, 2022 and December 31, 2021:

	September 30, 2022						December 31, 2021
	Performing		Nonperforming		Total		Performing		Nonperforming		Total
(In thousands)	TDRs		TDRs		TDRs		TDRs		TDRs		TDRs
Commercial real estate	$	1,437	$	—	$	1,437	$	619	$	—	$	619
Home equity		407		—		407		427		—		427
Commercial other		16				16		—				—
Total	$	1,860	$	—	$	1,860	$	1,046	$	—	$	1,046

Through September 30, 2022, TDRs consisted of principal reduction, interest only periods and maturity extensions. The following table shows the types of modifications done by date by class through September 30, 2022:

	September 30, 2022
	Commercial		Home		Commercial
(In thousands)	real estate		equity		Other		Total
Type of modification:
Principal reduction	$	596	$	—	$	—	$	596
Maturity extension	$	841	$	—	$	16	$	857
Interest only with nominal principal		—		407		—		407
Total TDRs	$	1,437	$	407	$	16	$	1,860

See Note 7 to the accompanying Consolidated Financial Statements for more information regarding TDRs.

55

Asset Quality

The following table sets forth information concerning nonperforming assets and loans past due 90 days or more and still accruing interest at each of the periods presented:

(In thousands, except percentages)	September 30, 2022			December 31, 2021			September 30, 2021
Nonperforming by category:
SBA loans held for investment	$	1,491		$	510		$	660
Commercial loans		1,147			2,582			2,879
Residential mortgage loans		3,404			3,262			2,626
Consumer loans		—			210			—
Residential construction loans		1,991			3,122			2,637
Total nonperforming assets	$	8,033		$	9,686		$	8,802
Past due 90 days or more and still accruing interest:
Commercial loans	$	—		$	—		$	129
Residential mortgage loans		—			—			1,960
Consumer loans		75			—			—
Residential construction loans		—			—			176
Total past due 90 days or more and still accruing interest	$	75		$	—		$	2,265
Nonperforming loans to total loans		0.41	%		0.59	%		0.53	%
Nonperforming loans and TDRs to total loans (1)		0.51			0.65			0.59
Nonperforming assets to total loans		0.41			0.59			0.53
Nonperforming assets to total assets		0.34			0.48			0.44
(1) Performing TDRs		1,860			1,046			1,057

Nonperforming loans were $8.0 million at September 30, 2022, a $1.7 million decrease from $9.7 million at December 31, 2021 and a $0.8 million decrease from $8.8 million at September 30, 2021, respectively. Since year end 2021, nonperforming loans in the commercial, residential construction, and consumer loan segments decreased, offset by an increase in nonperforming SBA and residential mortgage loans. In addition, there were $75 thousand in loans past due 90 days or more and still accruing interest at September 30, 2022, compared to $2.3 million and $0 at September 30, 2021 and December 31, 2021, respectively.

The Company also monitors potential problem loans. Potential problem loans are those loans where information about possible credit problems of borrowers causes management to have doubts as to the ability of such borrowers to comply with loan repayment terms. These loans are categorized by their non-passing risk rating and performing loan status. Potential problem loans totaled $18.1 million at September 30, 2022.

See Note 7 to the accompanying Consolidated Financial Statements for more information regarding Asset Quality.

56

Allowance for Loan Losses and Reserve for Unfunded Loan Commitments

The allowance for loan losses totaled $23.9 million at September 30, 2022, compared to $22.3 million at December 31, 2021, and $22.5 million at September 30, 2021, with a resulting allowance to total loan ratio of 1.23 percent at September 30, 2022 and 1.35 percent at December 31, 2021 and September 30, 2021, respectively. Net (recoveries) charge-offs amounted to $1.0 million for the nine months ended September 30, 2022, compared to $1.1 million for the same period in 2021. Net charge-offs (recoveries) to average loan ratios are shown in the table below for each major loan category.

	For the three months ended September 30,						For the nine months ended September 30,
(In thousands, except percentages)	2022			2021			2022			2021
Balance, beginning of period	$	22,858		$	22,801		$	22,302		$	23,105
Provision for loan losses charged to expense		1,517			—			2,527			500
Less: Charge-offs
SBA loans held for investment		—			(145)			—			(591)
Commercial loans		(501)			(158)			(1,002)			(551)
Residential mortgage loans		—			—			—			—
Consumer loans		(50)			(3)			(96)			(4)
Total charge-offs		(551)			(306)			(1,098)			(1,146)
Add: Recoveries
SBA loans held for investment		5			—			33			34
Commercial loans		23			—			83			2
Residential mortgage loans		—			42			1			42
Consumer loans		9			—			13			—
Total recoveries		37			42			130			78
Net charge-offs		(514)			(264)			(968)			(1,068)
Balance, end of period	$	23,861		$	22,537		$	23,861		$	22,537
Selected loan quality ratios:
Net charge-offs (recoveries) to average loans:
SBA loans held for investment		0.03	%		0.35	%		0.05	%		0.39	%
Commercial loans		(0.18)			0.07			(0.12)			0.08
Residential mortgage loans		—			(0.04)			—			(0.01)
Consumer loans		(0.21)			0.02			(0.14)			0.01
Total loans		0.11			0.06			(0.06)			0.06
Allowance to total loans		1.23			1.35			1.23			1.35
Allowance to nonperforming loans		297.04	%		256.07	%		297.04	%		256.07	%

See Note 8 to the accompanying Consolidated Financial Statements for more information regarding the Allowance for Loan Losses and Reserve for Unfunded Loan Commitments.

Deposits

Deposits, which include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits and time deposits, are the primary source of the Company’s funds. The Company offers a variety of products designed to attract and retain customers, with primary focus on building and expanding relationships. The Company continues to focus on establishing a comprehensive relationship with business borrowers, seeking deposits as well as lending relationships.

Total deposits increased $37.7 million to $1.8 billion at September 30, 2022, from year-end 2021. This increase in deposits was due to increases of $57.1 million in time deposits and $23.5 million in interest-bearing demand deposits, offset by a decrease of $31.5 million in noninterest-bearing demand deposits and $11.4 million in savings deposits. The Company’s deposit composition at September 30, 2022 consisted of 38.0 percent savings deposits, 27.7 percent noninterest-bearing demand deposits, 19.4 percent time deposits and 14.9 percent interest-bearing demand deposits.

57

Borrowed Funds and Subordinated Debentures

As part of our overall funding and liquidity management program, from time to time we borrow from the Federal Home Loan Bank of New York. Residential mortgages and commercial loans collateralize these borrowings.

Borrowed funds and subordinated debentures totaled $290.3 million at September 30, 2022 and $50.3 million at December 31, 2021, respectively, and are broken down in the following table:

(In thousands)	September 30, 2022		December 31, 2021
FHLB borrowings:
Fixed rate advances	$	40,000	$	40,000
Overnight advances		240,000		—
Subordinated debentures		10,310		10,310
Total borrowed funds and subordinated debentures	$	290,310	$	50,310

In September 2022, the FHLB issued a $115.0 million municipal deposit letter of credit in the name of Unity Bank naming the New Jersey Department of Banking and Insurance as beneficiary, to secure municipal deposits as required under New Jersey law.

At September 30, 2022, the Company had $267.1 million of additional credit available at the FHLB. Pledging additional collateral in the form of 1 to 4 family residential mortgages, commercial loans and investment securities can increase the line with the FHLB.

Subordinated Debentures

On July 24, 2006, Unity (NJ) Statutory Trust II, a statutory business trust and wholly-owned subsidiary of Unity Bancorp, Inc., issued $10.0 million of floating rate capital trust pass through securities to investors due on July 24, 2036. The subordinated debentures are redeemable in whole or part, prior to maturity but after July 24, 2011. The floating interest rate on the subordinated debentures is three-month LIBOR plus 159 basis points and reprices quarterly. The floating interest rate was 5.194 percent at September 30, 2022 and 1.806 percent at December 31, 2021.

Interest Rate Sensitivity

The principal objectives of the asset and liability management function are to establish prudent risk management guidelines, evaluate and control the level of interest-rate risk in balance sheet accounts, determine the level of appropriate risk given the business focus, operating environment, capital, and liquidity requirements, and actively manage risk within the Board approved guidelines. The Company seeks to reduce the vulnerability of operations to changes in interest rates, and actions in this regard are taken under the guidance of the Asset/Liability Management Committee (“ALCO”) of the Board of Directors. The ALCO reviews the maturities and re-pricing of loans, investments, deposits and borrowings, cash flow needs, current market conditions, and interest rate levels.

The Company utilizes Modified Duration of Equity and Economic Value of Portfolio Equity (“EVPE”) models to measure the impact of longer-term asset and liability mismatches beyond two years. The modified duration of equity measures the potential price risk of equity to changes in interest rates. A longer modified duration of equity indicates a greater degree of risk to rising interest rates. Because of balance sheet optionality, an EVPE analysis is also used to dynamically model the present value of asset and liability cash flows with rate shocks of 200 basis points. The economic value of equity is likely to be different as interest rates change. Results falling outside prescribed ranges require action by the ALCO. The Company’s variance in the economic value of equity, as a percentage of assets with rate shocks of 200 basis points at September 30, 2022, is a decrease of 9.4 percent in a rising-rate environment and an increase of 6.5 percent in a falling-rate environment. The variances in the EVPE at September 30, 2022 are within the Board-approved guidelines of +/- 20.0 percent. In a falling rate environment with a rate shock of 200 basis points, benchmark interest rates are assumed to have floors of 0.00 percent. At December 31, 2021, the economic value of equity as a percentage of assets with rate shocks of 200 basis points was an increase of 4.3 percent in a rising-rate environment and a decrease

58

of 12.3 percent in a falling-rate environment. The variances in the EVPE at December 31, 2021 are within the Board-approved guidelines of +/- 20.0 percent.

Liquidity

Consolidated Bank Liquidity

Liquidity measures the ability to satisfy current and future cash flow needs as they become due. A bank’s liquidity reflects its ability to meet loan demand, to accommodate possible outflows in deposits and to take advantage of interest rate opportunities in the marketplace. Our liquidity is monitored by management and the Board of Directors, which reviews historical funding requirements, our current liquidity position, sources and stability of funding, marketability of assets, options for attracting additional funds, and anticipated future funding needs, including the level of unfunded commitments. Our goal is to maintain sufficient asset-based liquidity to cover potential funding requirements in order to minimize our dependence on volatile and potentially unstable funding markets.

The principal sources of funds at the Bank are deposits, scheduled amortization and prepayments of investment and loan principal, sales and maturities of investment securities, additional borrowings and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit inflows and outflows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. The Consolidated Statement of Cash Flows provides detail on the Company’s sources and uses of cash, as well as an indication of the Company’s ability to maintain an adequate level of liquidity. At September 30, 2022, the balance of cash and cash equivalents was $163.4 million, a decrease of $81.4 million from December 31, 2021. A discussion of the cash provided by and used in operating, investing and financing activities follows.

Operating activities used $1.7 million and provided $20.2 million of net cash for the nine months ended September 30, 2022 and 2021, respectively. The primary sources of funds were net income from operations and adjustments to net income, such as the proceeds from the sale of mortgage loans, partially offset by originations of mortgage and SBA loans held for sale.

Investing activities used $355.3 million and $24.9 million in net cash for the nine months ended September 30, 2022 and 2021, respectively. Cash was primarily used to fund new loans and purchase investment securities.

● Securities. The Consolidated Bank’s available for sale investment portfolio amounted to $92.5 million and $56.5 million at September 30, 2022 and December 31, 2021, respectively. This excludes the Parent Company’s securities discussed under the heading “Parent Company Liquidity” below. Projected cash flows from securities based on current estimates over the next twelve months are $3.1 million.

● Loans. The SBA loans held for sale portfolio amounted to $36.3 million and $27.4 million at September 30, 2022 and December 31, 2021, respectively. Sales of these loans provide an additional source of liquidity for the Company.

● Outstanding Commitments. The Company was committed to advance approximately $494.5 million to its borrowers as of September 30, 2022, compared to $399.8 million at December 31, 2021. At September 30, 2022, $159.5 million of these commitments expire within one year, compared to $170.1 million at December 31, 2021. The Company had $5.1 million and $4.3 million in standby letters of credit at September 30, 2022 and December 31, 2021, which are included in the commitments amount noted above. The estimated fair value of these guarantees is not significant. The Company believes it has the necessary liquidity to honor all commitments. Many of these commitments will expire and never be funded.

Financing activities provided $275.6 million and $1.8 million in net cash for the nine months ended September 30, 2022 and 2021, primarily due to proceeds from new FHLB borrowings and an increase in the Company’s deposits.

● Deposits. As of September 30, 2022, deposits included $281.5 million of New Jersey Municipality deposits, as compared to $247.7 million at year end 2021.  These deposits are generally short in duration and are very sensitive to price competition. The Company believes that the current level of these types of deposits is appropriate. Included in the portfolio were $260.4 million of deposits from 15 municipalities with account

59

balances in excess of $5.0 million. The withdrawal of these deposits, in whole or in part, would not create a liquidity shortfall for the Company.

● Borrowed Funds. Total FHLB borrowings amounted to $280.0 million and $40.0 million as of September 30, 2022 and December 31, 2021, respectively. As a member of the Federal Home Loan Bank of New York, the Company can borrow additional funds based on the market value of collateral pledged. At September 30, 2022, pledging provided an additional $267.1 million in borrowing capacity from the FHLB.

Parent Company Liquidity

The Parent Company’s cash needs are funded by dividends paid by and rental payments on corporate headquarters from the Bank. Other than its investment in the Bank, Unity Risk Management, Inc. and Unity Statutory Trust II, the Parent Company does not actively engage in other transactions or business. Only expenses specifically for the benefit of the Parent Company are paid using its cash, which typically includes the payment of operating expenses, cash dividends on common stock and payments on trust preferred debt.

At September 30, 2022, the Parent Company had $1.6 million in cash and cash equivalents and $5.4 million in investment securities valued at fair market value, compared to $1.7 million and $5.0 million at December 31, 2021.

Regulatory Capital

On September 17, 2019, the federal banking agencies issued a final rule providing simplified capital requirements for certain community banking organizations (banks and holding companies) with less than $10 billion in total consolidated assets, implementing provisions of The Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”). Under the proposal, a qualifying community banking organization (“QCBO”) would be eligible to elect the community bank leverage ratio framework, or continue to measure capital under the existing Basel III requirements. The new rule, effective beginning January 1, 2020, allowed qualifying community banking organizations to opt into the new community bank leverage ratio (“CBLR”) in their call report beginning in the first quarter of 2020.

A QCBO is defined as a bank, a savings association, a bank holding company or a savings and loan holding company with:

● A leverage capital ratio of greater than 9.0 percent;

● Total consolidated assets of less than $10.0 billion;

● Total off-balance sheet exposures (excluding derivatives other than credit derivatives and unconditionally cancelable commitments) of 25 percent or less of total consolidated assets; and

● Total trading assets and trading liabilities of 5 percent or less of total consolidated assets.

The numerator of the CBLR is Tier 1 capital, as calculated under the Basel III rules. The denominator of the CBLR is the QCBO’s average assets, calculated in accordance with the QCBO’s Call Report instructions less assets deducted from Tier 1 capital.

The Bank has opted into the CBLR, and is therefore not required to comply with the Basel III capital requirements.

60

The following table shows the CBLR ratio for the Company and the Bank at September 30, 2022 and at December 31, 2021:

	At September 30, 2022				At December 31, 2021
	Company		Bank		Company		Bank
CBLR	10.85	%	10.78	%	10.51	%	10.00	%

For additional information on regulatory capital, see Note 12 to the Consolidated Financial Statements.

Shareholders’ Equity

Shareholders’ equity increased $24.5 million to $230.2 million at September 30, 2022 compared to $205.7 million at

December 31, 2021, primarily due to net income of $28.5 million. Other items impacting shareholders’ equity included $3.4 million in dividends paid on common stock, $3.1 million in accumulated other comprehensive loss net of tax, and $2.5 million from the issuance of common stock under employee benefit plans. The issuance of common stock under employee benefit plans includes nonqualified stock options and restricted stock expense related entries, employee option exercises and the tax benefit of options exercised.

Repurchase Plan

On February 4, 2021, the Company authorized the repurchase of up to 750 thousand shares, or approximately 7.5 percent of its outstanding common stock. The new plan took effect after the Company’s prior share repurchase program was completed and all authorized shares were repurchased on February 16, 2021. No shares were repurchased during the nine months ended September 30, 2022. Currently, 571 thousand shares are available for repurchase. The timing and amount of additional purchases, if any, will depend upon a number of factors including the Company’s capital needs, the performance of its loan portfolio, the need for additional provisions for loan losses and the market price of the Company’s stock. A total of 195 thousand shares were repurchased at an average price of $20.97, during the same period in 2021.

Impact of Inflation and Changing Prices

The financial statements and notes thereto, presented elsewhere herein have been prepared in accordance with U.S.
GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the operations. Unlike most industrial companies, nearly all the Company’s assets and liabilities are monetary. As a result, interest rates have a greater impact on performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

ITEM 3         Quantitative and Qualitative Disclosures about Market Risk

During the nine months ended September 30, 2022, there have been no significant changes in the Company’s assessment of market risk as reported in Item 6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. (See Interest Rate Sensitivity in Management’s Discussion and Analysis herein.)

ITEM 4         Controls and Procedures

a) The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2022. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective for recording,

61

processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms.

b) No significant change in the Company’s internal control over financial reporting has occurred during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s controls over financial reporting.

PART II          OTHER INFORMATION

ITEM 1            Legal Proceedings

From time to time, the Company is subject to other legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the business, financial condition, or the results of the operation of the Company.

ITEM 1A         Risk Factors

Information regarding this item as of September 30, 2022 appears under the heading, “Risk Factors” within the Company’s Form 10-K for the year ended December 31, 2021.

ITEM 2          Unregistered Sales of Equity Securities and Use of Proceeds

See the discussion under the heading “Shareholders Equity - Repurchase Plan” under Item 2 “Management’s Discussion and Analysis of Financial Condition and results of Operations.”

ITEM 3          Defaults upon Senior Securities – None

ITEM 4          Mine Safety Disclosures - N/A

ITEM 5          Other Information – None

62

ITEM 6          Exhibits

(a) Exhibits		Description
	Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Rule 13a 14(a) or Rule 15d 14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Rule 13a 14(a) or Rule 15d 14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a 14(b) or Rule 15d 14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

63

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

Exhibit No.	Description
31.1	Exhibit 31.1-Certification of James A. Hughes. Required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Exhibit 31.2-Certification of George Boyan. Required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Exhibit 32.1-Certification of James A. Hughes and George Boyan. Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
**101.INS	Inline XBRL Instance 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 Label Linkbase Document
**101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
**104	Cover Page Interactive Data File (formatted as Inline XBRL and contained as Exhibit 101)

64

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.

		UNITY BANCORP, INC.
Dated:	November 10, 2022	/s/ George Boyan
		George Boyan
		Executive Vice President and Chief Financial Officer

65