0001098146us-gaap:OtherAssetsMemberpnbk:InterestRateSwapTwoMemberus-gaap:NondesignatedMember2022-03-310001098146pnbk:NonaccrualLoansMemberus-gaap:ResidentialPortfolioSegmentMemberpnbk:BusinessActivitiesLoansMemberus-gaap:FinancialAssetPastDueMemberus-gaap:SubstandardMember2021-12-31
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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

 

For the quarterly period ended March 31,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 000-29599

 

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Connecticut

 

06-1559137

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

900 Bedford Street, Stamford, Connecticut

 

06901

(Address of principal executive offices)

 

(Zip Code)

(203) 252-5900

(Registrants telephone number, including area code)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

PNBK

 

NASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    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

 

Non-accelerated 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 ☒

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 

 

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ☐    No   ☐ 

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 13,November 14, 2022, there were 3,957,269 shares of the registrant’s common stock outstanding.

 

1

 

 

Table of Contents

 

Table of Contents

2

PART I- FINANCIAL INFORMATION

3

Item 1: Consolidated Financial Statements

3

Consolidated Balance Sheets (Unaudited)

3

Consolidated Statements of Operations (Unaudited)

4

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

5

Consolidated Statements of Shareholder's Equity (Unaudited)

6

Consolidated Statements of Cash Flows (Unaudited)

78

Notes to Consolidated Financial Statements (Unaudited)

910

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 

3841

Item 3: Quantitative and Qualitative Disclosures about Market Risk

5054

Item 4: Disclosure Controls and Procedures

5256

PART II - OTHER INFORMATION

5357
Item 1:Legal Proceedings5357

Item 5: Other Information

53

Item 6: Exhibits

5:
54Other Information57

Item 6:Exhibits58
SIGNATURES         

5558

     

2

 

PART I- FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

 

March 31,

 

December 31,

  

September 30, 2022

 

December 31, 2021

 

(In thousands, except share data)

 

2022

  

2021

  

Unaudited

    
  

Assets

        

Cash and due from banks:

  

Noninterest bearing deposits and cash

 $9,026  $3,264  $4,319  $3,264 

Interest bearing deposits

  35,290   43,781   26,865   43,781 

Total cash and cash equivalents

  44,316   47,045   31,184   47,045 

Investment securities:

  

Available-for-sale securities, at fair value

 83,260  94,341  85,917  94,341 

Other investments, at cost

  4,450   4,450   4,450   4,450 

Total investment securities

  87,710   98,791   90,367   98,791 
  

Federal Reserve Bank stock, at cost

 2,869  2,843  2,671  2,843 

Federal Home Loan Bank stock, at cost

 4,184  4,184  5,474  4,184 

Loans receivable (net of allowance for loan losses: 2022: $9,737 and 2021: $9,905)

 763,602  729,583 

Loans receivable (net of allowance for loan losses: 2022: $9,952 and 2021: $9,905)

 852,918  729,583 

Loans held for sale

 5,820  3,129  8,748  3,129 

Accrued interest and dividends receivable

 5,596  5,822  6,504  5,822 

Premises and equipment, net

 31,269  31,500  30,861  31,500 

Deferred tax asset

 13,755  12,146  16,057  12,146 

Goodwill

 1,107  1,107  1,107  1,107 

Core deposit intangible, net

 284  296  261  296 

Other assets

  14,992   12,035   12,839   12,035 

Total assets

 $975,504  $948,481  $1,058,991  $948,481 
  

Liabilities

        

Deposits:

  

Noninterest bearing deposits

 $237,825  $226,713  $247,704  $226,713 

Interest bearing deposits

  542,024   521,849   586,691   521,849 

Total deposits

  779,849   748,562   834,395   748,562 
  

Federal Home Loan Bank and correspondent bank borrowings

 90,000  90,000  125,000  90,000 

Senior notes, net

 12,000  12,000  12,000  12,000 

Subordinated debt, net

 9,818  9,811  9,832  9,811 

Junior subordinated debt owed to unconsolidated trust, net

 8,121  8,119  8,125  8,119 

Note payable

 740  791  637  791 

Advances from borrowers for taxes and insurance

 2,574  1,101  2,262  1,101 

Accrued expenses and other liabilities

  9,719   10,753   8,736   10,753 

Total liabilities

  912,821   881,137   1,000,987   881,137 
  

Commitments and Contingencies

              
  

Shareholders' equity

        

Preferred stock, no par value; 1,000,000 shares authorized, no shares issued and outstanding

 0  0  -  - 

Common stock, $.01 par value, 100,000,000 shares authorized; As of March 31, 2022: 4,030,233 shares issued; 3,956,492 shares outstanding; As of December 31, 2021: 4,030,233 shares issued; 3,956,492 shares outstanding.

 106,500  106,479 

Common stock, $.01 par value, 100,000,000 shares authorized; As of September 30, 2022: 4,031,010 shares issued; 3,957,269 shares outstanding; As of December 31, 2021: 4,030,233 shares issued; 3,956,492 shares outstanding.

 106,542  106,479 

Accumulated deficit

 (36,698) (37,498) (33,107) (37,498)

Accumulated other comprehensive loss

  (7,119)  (1,637)  (15,431)  (1,637)

Total shareholders' equity

  62,683   67,344   58,004   67,344 

Total liabilities and shareholders' equity

 $975,504  $948,481  $1,058,991  $948,481 

 

See Accompanying Notes to Consolidated Financial Statements.

 

3

��

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

 

Three Months Ended March 31,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 

(In thousands, except per share amounts)

 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 
  

Interest and Dividend Income

            

Interest and fees on loans

 $7,664  $7,743  $11,250  $7,189  $27,958  $22,199 

Interest on investment securities

 570  310  555  692  1,635  1,422 

Dividends on investment securities

 65  34  99  59  229  150 

Other interest income

  21   24   135   20   224   67 

Total interest and dividend income

  8,320   8,111   12,039   7,960   30,046   23,838 
  

Interest Expense

            

Interest on deposits

 409  785  1,493  448  2,659  1,856 

Interest on Federal Home Loan Bank borrowings

 737  733  806  756  2,290  2,230 

Interest on senior debt

 210  229  218  229  638  686 

Interest on subordinated debt

 234  234  276  233  761  700 

Interest on note payable and other

  4   4   3   4   9   12 

Total interest expense

  1,594   1,985   2,796   1,670   6,357   5,484 
             

Net interest income

 6,726  6,126  9,243  6,290  23,689  18,354 
             

Provision for loan losses

  0   0 

Provision (credit) for loan losses

  200   (300)  475   (300)
  

Net interest income after provision for loan losses

  6,726   6,126   9,043   6,590   23,214   18,654 
  

Non-interest Income

            

Loan application, inspection and processing fees

 87  63  102  79  278  203 

Deposit fees and service charges

 64  65  67  61  191  190 

Gains on sales of loans

 208  94  182  -  691  352 

Rental income

 192  130  124  130  448  400 

Gain on sale of investment securities

 -  26  -  119 

Other income

  263   90   179   627   658   854 

Total non-interest income

  814   442   654   923   2,266   2,118 
  

Non-interest Expense

            

Salaries and benefits

 3,346  2,216  4,330  2,843  11,439  7,506 

Occupancy and equipment expense

 836  920  862  832  2,579  2,530 

Data processing expense

 330  350  297  376  910  1,088 

Professional and other outside services

 789  852  541  633  1,889  2,199 

Project expenses, net

 52  10  50  4  131  15 

Advertising and promotional expense

 68  62  50  57  191  196 

Loan administration and processing expense

 105  24  37  23  184  61 

Regulatory assessments

 174  228  245  213  598  649 

Insurance expense, net

 77  60  54  79  207  214 

Communications, stationery and supplies

 135  145  208  161  482  450 

Other operating expense

  517   528   540   490   1,535   1,484 

Total non-interest expense

  6,429   5,395   7,214   5,711   20,145   16,392 
  

Income before income taxes

 1,111  1,173  2,483  1,802  5,335  4,380 
  

Provision for income taxes

  311   319   157   479   944   1,181 
  

Net income

 $800  $854  $2,326  $1,323  $4,391  $3,199 
  

Basic earnings per share

 $0.20  $0.22  $0.59  $0.34  $1.11  $0.81 

Diluted earnings per share

 $0.20  $0.22  $0.59  $0.34  $1.11  $0.81 

 

See Accompanying Notes to Consolidated Financial Statements.

 


 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

 

(In thousands)

 

Three Months Ended March 31,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 
  

Net income

 $800  $854  $2,326  $1,323  $4,391  $3,199 

Other comprehensive loss

 

Unrealized holding loss on securities

 (7,389) (229)

Other comprehensive (loss) income

 

Securities available-for-sale:

 

Unrealized holding (loss) gain on securities

 (5,587) (500) (18,590) 352 

Income tax effect

  1,907   59  1,441  128  4,796  (92)

Total other comprehensive loss

  (5,482)  (170)

Reclassification for realized gain on sale of investment securities

 -  (26) -  (119)

Income tax effect

  -   7   -   31 

Total securities available-for-sale

 (4,146) (391) (13,794) 172 

Derivative instruments:

 

Unrealized holding (loss) gain on cash flow hedge

 -  (104) -  149 

Income tax effect

 -  27  -  (39)

Reclassification adjustment for net gain included in net income

 -  (64) -  (149)

Income tax effect

  -   17   -   39 

Total derivative instruments

 -  (124) -  - 
         

Total other comprehensive (loss) income

  (4,146)  (515)  (13,794)  172 
            

Comprehensive (loss) income

 $(4,682) $684  $(1,820) $808  $(9,403) $3,371 

 

See Accompanying Notes to Consolidated Financial Statements.

 


 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (Unaudited)

 

 Three Months Ended March 31, 2022      

Three Months Ended September 30, 2022

     

(In thousands, except shares)

 

Number of

Shares

  

Common
Stock

  

Accumulated
Deficit

  

Accumulated Other
Comprehensive
Income (Loss)

  

Total

  

Number of

Shares

  

Common
Stock

  

Accumulated
Deficit

  

Accumulated Other Comprehensive

(Loss)

  

Total

 
            

Balance at December 31, 2021

 3,956,492  $106,479  $(37,498) $(1,637) $67,344 

Balance at June 30, 2022

 3,957,269  $106,520  $(35,433) $(11,285) $59,802 

Comprehensive income (loss):

                              

Net income

 -  0  800  0  800  -  -  2,326  -  2,326 

Unrealized holding loss on available-for-sale securities, net of tax

  -   0   0   (5,482)  (5,482)  -   -   -   (4,146)  (4,146)

Total comprehensive income (loss)

  -   0   800   (5,482)  (4,682)  -   -   2,326   (4,146)  (1,820)

Share-based compensation expense

  -   21   0   0   21   -   22   -   -   22 

Balance at March 31, 2022

  3,956,492  $106,500  $(36,698) $(7,119) $62,683 

Balance at September 30, 2022

  3,957,269  $106,542  $(33,107) $(15,431) $58,004 

 

 Three Months Ended March 31, 2021      

Nine Months Ended September 30, 2022

     

(In thousands, except shares)

 

Number of

Shares

  

Common
Stock

  

Accumulated
Deficit

  

Accumulated Other
Comprehensive
Income (Loss)

  

Total

  

Number of

Shares

  

Common
Stock

  

Accumulated
Deficit

  

Accumulated Other Comprehensive

(Loss)

  

Total

 
            

Balance at December 31, 2020

 3,943,572  $106,329  $(42,592) $(518) $63,219 

Comprehensive income (loss):

          

Balance at December 31, 2021

 3,956,492  $106,479  $(37,498) $(1,637) $67,344 

Comprehensive income:

                    

Net income

 -  0  854  0  854  -  -  4,391  -  4,391 

Unrealized holding loss on available-for-sale securities, net of tax

  -   0   0   (170)  (170)  -   -   -   (13,794)  (13,794)

Total comprehensive income (loss)

  -   0   854   (170)  684   -   -   4,391   (13,794)  (9,403)

Share-based compensation expense

 -  34  0  0  34  -  63  -  -  63 

Vesting of restricted stock

  700   0   0   0   0   777   -   -   -   - 

Balance at March 31, 2021

  3,944,272  $106,363  $(41,738) $(688) $63,937 

Balance at September 30, 2022

  3,957,269  $106,542  $(33,107) $(15,431) $58,004 

 

See Accompanying Notes to Consolidated Financial Statements.

 


 

      

Three Months Ended September 30, 2021

     

(In thousands, except shares)

 

Number of

Shares

  

Common
Stock

  

Accumulated
Deficit

  

Accumulated

Other
Comprehensive
Income (Loss)

  

Total

 
                     

Balance at June 30, 2021

  3,947,276  $106,409  $(40,716) $169  $65,862 

Comprehensive income (loss):

                    

Net income

  -   -   1,323   -   1,323 

Unrealized holding gain on available-for-sale securities, net of tax

  -   -   -   (391)  (391)

Unrealized holding gain on cash flow hedge, net of tax

  -   -   -   (124)  (124)

Total comprehensive income

  -   -   1,323   (515)  808 

Share-based compensation expense

  -   30   -   -   30 

Vesting of restricted stock

  700   -   -   -   - 

Balance at September 30, 2021

  3,947,976  $106,439  $(39,393) $(346) $66,700 

      

Nine Months Ended September 30, 2021

     

(In thousands, except shares)

 

Number of

Shares

  

Common
Stock

  

Accumulated
Deficit

  

Accumulated

Other
Comprehensive
(Loss) Income

  

Total

 
                     

Balance at December 31, 2020

  3,943,572  $106,329  $(42,592) $(518) $63,219 

Comprehensive income:

                    

Net income

  -   -   3,199   -   3,199 

Unrealized holding gain on available-for-sale securities, net of tax

  -   -   -   172   172 

Total comprehensive income

  -   -   3,199   172   3,371 

Share-based compensation expense

  -   110   -   -   110 

Vesting of restricted stock

  4,404   -   -   -   - 

Balance at September 30, 2021

  3,947,976  $106,439  $(39,393) $(346) $66,700 

See Accompanying Notes to Consolidated Financial Statements.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

(In thousands)

 

Three Months Ended March 31,

  

Nine Months Ended September 30,

 
 

2022

  

2021

  

2022

  

2021

 

Cash Flows from Operating Activities:

        

Net income

 $800  $854  $4,391  $3,199 

Adjustments to reconcile net income to net cash used in operating activities:

    

Amortization and accretion of investment premiums and discounts, net

 (17) 89 
        

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

    

(Accretion) amortization of investment (discounts) premiums, net

 (12) 253 

Amortization and accretion of purchase loan premiums and discounts, net

 639  285  2,002  1,388 

Amortization of debt issuance costs

 9  28  27  83 

Amortization of core deposit intangible

 12  12  35  35 

Amortization of servicing assets of sold SBA loans

 10  6  66  15 

Provision (credit) for loan losses

 475  (300)

Depreciation and amortization

 323  384  981  1,135 

Gain on sales of available-for-sale securities

 -  (119)

Share-based compensation

 21  34  63  110 

Decrease in deferred income taxes

 298  281  885  1,083 

Originations of SBA loans held for sale

 (5,057) (2,805) (15,718) (6,505)

Proceeds from sale of SBA loans held for sale

 2,574  1,006  10,516  3,665 

Gains on sale of SBA loans held for sale, net

 (208) (94) (691) (352)

Net gain on sale and write-down of other real estate owned

 0  (2) -  (2)

Changes in assets and liabilities:

        

Decrease in accrued interest and dividends receivable

 226  350 

(Increase) decrease in accrued interest and dividends receivable

 (682) 434 

Increase in other assets

 (2,520) (1,025) (325) (1,833)

Decrease in accrued expenses and other liabilities

  (1,430)  (237)

Net cash used in operating activities

  (4,320)  (834)

(Decrease) increase in accrued expenses and other liabilities

  (2,394)  1,516 

Net cash (used in) provided by operating activities

  (381)  3,805 
  

Cash Flows from Investing Activities:

        

Proceeds from maturity or sales on available-for-sale securities

 2,500  1,886  3,600  53,706 

Principal repayments on available-for-sale securities

 2,209  3,066  5,575  7,686 

Purchases of available-for-sale securities

 (1,000) (13,901) (19,329) (136,134)

(Purchases) redemptions of Federal Reserve Bank stock

 (26) 39 

Decrease in originated loans receivable, net

 4,312  69,366 

Redemptions (purchases) of Federal Reserve Bank stock

 172  (60)

Purchases of Federal Home Loan Bank stock

 (1,290) (506)

Origination of loans receivable

 (159,125) (117,233)

Purchases of loans receivable

 (39,022) (16,041) (125,765) (80,201)

Payments received on loans receivable

 159,164  211,690 

Purchases of premises and equipment

 (91) (178) (322) (364)

Proceeds from sale of other real estate owned

  0   692   -   1,908 

Net cash (used in) provided by investing activities

  (31,118)  44,929 

Net cash used in investing activities

  (137,320)  (59,508)
  

Cash Flows from Financing Activities:

        

Increase in deposits

 31,287  7,222  85,833  49,017 

Increase in FHLB borrowings

 35,000  20,000 

Principal repayments of note payable

 (51) (51) (154) (152)

Decrease (increase) in advances from borrowers for taxes and insurance

  1,473   (1,628)

Increase (decrease) in advances from borrowers for taxes and insurance

  1,161   (1,533)

Net cash provided by financing activities

  32,709   5,543   121,840   67,332 
  

Net (decrease) increase in cash and cash equivalents

 (2,729) 49,638  (15,861) 11,629 
  

Cash and cash equivalents at beginning of period

  47,045   34,636   47,045   34,636 
  

Cash and cash equivalents at end of period

 $44,316  $84,274  $31,184  $46,265 

 


 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

 

(In thousands)

 

Three Months Ended March 31,

  

Nine Months Ended September 30,

 
 

2022

  

2021

  

2022

  

2021

 

Supplemental Disclosures of Cash Flow Information:

        

Cash paid for interest

 $1,247  $1,836  $5,950  $5,306 

Cash paid for income taxes

 $0  $47  $103  $47 
  

Non-cash transactions:

        

Increase in premises and equipment

 $0  $(130)

Reclass of premises and equipment to implementation cost

 $0  $52 

Increase in accrued expense and other liabilities

 $0  $78 
 

Transfers of SBA loans held for sale to loans receivable

 $0  $281 
 

Capitalized servicing assets

 $52  $17  $188  $74 
  

Operating lease right-of-use assets/ lease liabilites

 $61  $0 

Transfers of loans held for sale to loans receivable

 $274  $281 
  

(Decrease) increase in interest rate swaps

 $(405) $396 

Operating lease right-of-use assets

 $80  $- 
 

Decrease in interest rate swaps

 $(509) $(370)
         
Capital raise deferred costs $863  $0  $1,177  $- 
 

Decrease in premises and equipment

 $-  $(119)

Reclass of premises and equipment to implementation cost

 $-  $52 

Decrease in accrued expense and other liabilities

 $-  $67 

 

See Accompanying Notes to Consolidated Financial Statements.

 

89

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 1.    Basis of Financial Statement Presentation

Basis of Financial Statement Presentation

 

The accompanying unaudited interim condensed consolidated financial statements of Patriot National Bancorp, Inc. (the “Company” or “PNBK”) and its wholly-owned subsidiaries, Patriot Bank, N.A. (the “Bank”), Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively, “Patriot”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included on the Annual Report on Form 10-K for the year ended December 31, 2021.

 

The consolidated balance sheet at December 31, 2021 presented herein has been derived from the audited consolidated financial statements of the Company at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements.

 

The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified accounting for the allowance for loan and lease losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the impairment of goodwill, the valuation of derivatives, and the valuation of servicing assets as certain of the Company’s more significant accounting policies and estimates, in that they are critical to the presentation of the Company’s consolidated financial condition and results of operations. As they concern matters that are inherently uncertain, these estimates require management to make subjective and complex judgments in the preparation of the Company’s consolidated financial statements.

 

The information furnished reflects, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and ninemonths ended March 31,September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the remainder of 2022.

 

Certain prior period amounts have been reclassified to conform to current year presentation.

 

 

Note 2.     Accounting Policies

Accounting Policies

 

Please refer to the summary of Significant Accounting Policies included in the Company’s 2021 Annual Report on Form 10-K for a list of all policies in effect as of December 31, 2021.

 

Recently Issued Accounting Standards

 

New Accounting Standards Adopted in 2022

 

There were no applicable material accounting pronouncements adopted by the Company since December 31, 2021.

 

910

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Accounting Standards Issued But Not Yet Adopted

 

ASU 2016-13

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU changes the methodology for measuring credit losses on financial instruments measured at amortized cost to a current expected loss (“CECL”) model. Under the CECL model, entities will estimate credit losses over the entire contractual term of a financial instrument from the date of initial recognition of the instrument. The ASU also changes the existing impairment model for available-for-sale debt securities. In cases where there is neither the intent nor a more-likely-than-not requirement to sell the debt security, an entity will record credit losses as an allowance rather than a direct write-down of the amortized cost basis. Additionally, ASU 2016-13 notes that credit losses related to available-for-sale debt securities and purchased credit impaired loans should be recorded through an allowance for credit losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018. In November 2019, the FASB issued ASU 2019-10, which amends the effective date of ASC 326 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities, and delays the effective date to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. As the Company is a small reporting company, the delay will be applicable to the Company. Management is currently evaluating the impact that the standard will have on its consolidated financial statements.

 

ASU Update 2020-02

 

In January 2020, the FASB issued ASU No. 2020-02,Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).” This ASU adds and amends SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. See the discussion regarding the adoption of ASU 2016-13 above.

 

ASU Update 2020-03

 

In March 2020, the FASB issued ASU No. 2020-03,Codification Improvements to Financial Instruments.” This ASU clarifies various financial instruments topics, including the CECL standard issued in 2016. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Other amendments are effective upon issuance of this ASU. See the discussion regarding the adoption of ASU 2016-13 above.

 

ASU 2022-02

 

In March 2022, the FASB issued ASU No. 2022-02, "Financial InstrumentsCredit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures". ASU 2022-02 updates guidance in Topic 326, to eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty and to require entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. if an entity has adopted the amendments in Update 2016-03, including adoption in an interim period. Management is currently evaluating the impact that the standard will have on its consolidated financial statements. See the discussion regarding the adoption of ASU 2016-13 above.

11

10

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 3.    Available-for-Sale Securities

Available-for-Sale Securities

 

The amortized cost, gross unrealized gains, gross unrealized losses and fair values of available-for-sale securities at March 31,September 30, 2022 and December 31, 2021 are as follows:

 

(In thousands)

 

Amortized
Cost

  

Gross
Unrealized
Gains

  

Gross
Unrealized
(Losses)

  

Fair
Value

  

Amortized
Cost

  

Gross
Unrealized
Gains

  

Gross
Unrealized
(Losses)

  

Fair
Value

 

March 31, 2022:

        

September 30, 2022:

        

U. S. Government agency and mortgage-backed securities

 $65,864  $0  $(5,974) $59,890  $74,534  $2  $(14,305) $60,231 

Corporate bonds

 17,754  43  (3,065) 14,732  19,781  25  (5,189) 14,617 

Subordinated notes

 3,108  9  (48) 3,069  5,000  -  (265) 4,735 

SBA loan pools

 5,567  0  (512) 5,055  6,837  -  (980) 5,857 

Municipal bonds

  562   0   (48)  514   561   -   (84)  477 
 $92,855  $52  $(9,647) $83,260  $106,713  $27  $(20,823) $85,917 
  

December 31, 2021:

                

U. S. Government agency and mortgage-backed securities

 $67,850  $24  $(1,245) $66,629  $67,850  $24  $(1,245) $66,629 

Corporate bonds

 17,754  118  (951) 16,921  17,754  118  (951) 16,921 

Subordinated notes

 4,608  35  (17) 4,626  4,608  35  (17) 4,626 

SBA loan pools

 5,772  0  (169) 5,603  5,772  -  (169) 5,603 

Municipal bonds

  563   1   (2)  562   563   1   (2)  562 
 $96,547  $178  $(2,384) $94,341  $96,547  $178  $(2,384) $94,341 

 

The following table presents the available-for-sale securities’ gross unrealized losses and fair value, aggregated by the length of time the individual securities have been in a continuous loss position as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

Less than 12 Months

  

12 Months or More

  

Total

  

Less than 12 Months

  

12 Months or More

  

Total

 
 

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

 

March 31, 2022:

            

September 30, 2022:

            

U. S. Government agency and mortgage-backed securities

 $52,958  $(5,216) $6,932  $(758) $59,890  $(5,974) $14,059  $(1,942) $44,521  $(12,363) $58,580  $(14,305)

Corporate bonds

 12,931  (3,065) 0  0  12,931  (3,065) 11,341  (4,688) 1,494  (501) 12,835  (5,189)

Subordinated notes

 2,059  (48) 0  0  2,059  (48) 4,735  (265) -  -  4,735  (265)

SBA loan pools

 2,450  (246) 2,605  (266) 5,055  (512) 1,485  (10) 4,372  (970) 5,857  (980)

Municipal bonds

  515   (48)  0   0   515   (48)  135   (19)  342   (65)  477   (84)
 $70,913  $(8,623) $9,537  $(1,024) $80,450  $(9,647) $31,755  $(6,924) $50,729  $(13,899) $82,484  $(20,823)
  

December 31, 2021:

                        

U. S. Government agency and mortgage-backed securities

 $60,606  $(1,196) $1,610  $(49) $62,216  $(1,245) $60,606  $(1,196) $1,610  $(49) $62,216  $(1,245)

Corporate bonds

 15,042  (951) 0  0  15,042  (951) 15,042  (951) -  -  15,042  (951)

Subordinated notes

 0  0  1,092  (17) 1,092  (17) -  -  1,092  (17) 1,092  (17)

SBA loan pools

 5,603  (169) 0  0  5,603  (169) 5,603  (169) -  -  5,603  (169)

Municipal bonds

  406   (2)  0   0   406   (2)  406   (2)  -   -   406   (2)
 $81,657  $(2,318) $2,702  $(66) $84,359  $(2,384) $81,657  $(2,318) $2,702  $(66) $84,359  $(2,384)

 

As of March 31,September 30, 2022 and December 31, 2021, NaNforty-five of NaNforty-seven and NaNthirty-two of NaNthirty-nine available-for-sale securities had unrealized losses with an aggregate decline of 10.7%20.2% and 2.7% from the amortized cost of those securities, respectively.

 

1112

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Based on its quarterly reviews, management believes that none of the losses on available-for-sale securities noted above constitute other-than-temporary impairment (“OTTI”). The noted losses are considered temporary due to market fluctuations in available interest rates on U.S. Government agency debt, mortgage-backed securities issued by U.S. Government agencies, subordinated notes, corporate debt, and municipal bonds. Management considers the issuers of the securities to be financially sound, the corporate bonds are investment grade, and the collectability of all contractual principal and interest payments is reasonably expected. Securities under the U.S. Small Business Administration (“SBA”) government guaranteed loan pools program were purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by the U.S. Government agency. The contractual terms of the subordinated notes do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Since Patriot is not more-likely-than-not to be required to sell the investments before recovery of the amortized cost basis and does not intend to sell the securities at a loss, NaNnone of the available-for-sale securities noted are considered to be OTTI as of March 31,September 30, 2022.

 

As of March 31,September 30, 2022 and December 31, 2021, available-for-sale securities of $32.8$28.3 million and $36.6 million, respectively, were pledged to the Federal Reserve Bank (“FRB”). The securities were pledged primarily to secure borrowings from the Federal Home Loan Bank and municipal deposits.

 

The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held as of March 31,September 30, 2022 and December 31, 2021. The mortgages underlying the mortgage-backed securities are not due at a single maturity date. Additionally, these mortgages often are and generally may be pre-paid without penalty, creating a degree of uncertainty that such investments can be held until maturity. For convenience, mortgage-backed securities have been included in the summary as a separate line item.

 

(In thousands)

 

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 
 

Due
Within
5 years

  

Due After
5 years
through
10 years

  

Due
After
10 years

  

Total

  

Due
Within
5 years

  

Due After
5 years
through
10 years

  

Due
After
10 years

  

Total

  

Due
Within
5 years

  

Due After
5 years
through
10 years

  

Due
After
10 years

  

Total

  

Due
Within
5 years

  

Due After
5 years
through
10 years

  

Due
After
10 years

  

Total

 

March 31, 2022:

                

September 30, 2022:

                

Corporate bonds

 $17,754  $0  $0  $17,754  $14,732  $0  $0  $14,732  $3,787  $15,994  $-  $19,781  $3,742  $10,875  $-  $14,617 

Subordinated notes

 0  3,108  0  3,108  0  3,069  0  3,069  -  5,000  -  5,000  -  4,735  -  4,735 

SBA loan pools

 0  0  5,567  5,567  0  0  5,055  5,055  -  1,495  5,342  6,837  -  1,485  4,372  5,857 

Municipal bonds

  0   562   0   562   0   514   0   514   -   561   -   561   -   477   -   477 

Available-for-sale securities with stated maturity dates

 17,754  3,670  5,567  26,991  14,732  3,583  5,055  23,370  3,787  23,050  5,342  32,179  3,742  17,572  4,372  25,686 

U. S. Government agency and mortgage-backed securities

  9,986   0   55,878   65,864   9,024   0   50,866   59,890   -   5,312   69,222   74,534   -   4,132   56,099   60,231 
 $27,740  $3,670  $61,445  $92,855  $23,756  $3,583  $55,921  $83,260  $3,787  $28,362  $74,564  $106,713  $3,742  $21,704  $60,471  $85,917 
  

December 31, 2021:

                                

Corporate bonds

 $17,754  $0  $0  $17,754  $16,921  $0  $0  $16,921  $17,754  $-  $-  $17,754  $16,921  $-  $-  $16,921 

Subordinated notes

 0  4,608  0  4,608  0  4,626  0  4,626  -  4,608  -  4,608  -  4,626  -  4,626 

SBA loan pools

 0  0  5,772  5,772  0  0  5,603  5,603  -  -  5,772  5,772  -  -  5,603  5,603 

Municipal bonds

  0   563   0   563   0   562   0   562   -   563   -   563   -   562   -   562 

Available-for-sale securities with stated maturity dates

 17,754  5,171  5,772  28,697  16,921  5,188  5,603  27,712  17,754  5,171  5,772  28,697  16,921  5,188  5,603  27,712 

U. S. Government agency and mortgage-backed securities

  13,876   0   53,974   67,850   13,835   0   52,794   66,629   13,876   -   53,974   67,850   13,835   -   52,794   66,629 
 $31,630  $5,171  $59,746  $96,547  $30,756  $5,188  $58,397  $94,341  $31,630  $5,171  $59,746  $96,547  $30,756  $5,188  $58,397  $94,341 

 

1213

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

During the threenine months ended March 31,September 30, 2022, the Bank purchased $1.0 million corporate bonds. During the three months ended March 31, 2021, the Bank purchased $10.9$11.8 million U.S. Government agency mortgage-backed securities, $2.0 million corporate bonds, $4.0 million subordinated notes, and $3.0$1.5 million SBA government guaranteed loan pools securities. During the nine months ended September 30, 2021, the Bank purchased $112.0 million U.S. Government agency debt and mortgage-backed securities, $18.2 million Corporate bonds, and $5.9 million SBA government guaranteed loan pools securities. There was 0no sale of available-for-sale securities in the three and ninemonths ended March 31, 2022September 30, 2022. In 2021, the Bank sold $32.4 million U.S. Government agency mortgage-backed securities, $16.3 million corporate bonds, $4.5 million subordinated notes, and $535,000 SBA loan pools securities, and recognized a net gain on sale of securities of $26,000 and $119,000 during the threeand 2021.nine months ended September 30, 2021, respectively.

 

 

Note 4.    Loans Receivable and Allowance for Loan and Lease Losses

Loans Receivable and Allowance for Loan and Lease Losses

 

As of March 31,September 30, 2022 and December 31, 2021, loans receivable, net, consisted of the following:

 

 

March 31,

 

December 31,

 

(In thousands)

 

2022

  

2021

  

September 30, 2022

  

December 31, 2021

 

Loan portfolio segment:

        

Commercial Real Estate

 $413,104  $365,247  $438,822  $365,247 

Residential Real Estate

 146,221  158,591  131,182  158,591 

Commercial and Industrial

 128,515  122,810  140,364  122,810 

Consumer and Other

 71,219  59,364  138,135  59,364 

Construction

 12,223  21,781  12,634  21,781 

Construction to Permanent - CRE

  2,057   11,695   1,733   11,695 

Loans receivable, gross

 773,339  739,488  862,870  739,488 

Allowance for loan and lease losses

  (9,737)  (9,905)  (9,952)  (9,905)

Loans receivable, net

 $763,602  $729,583  $852,918  $729,583 

 

Patriot's lending activities are conducted principally in Fairfield and New Haven Counties in Connecticut and Westchester County in New York, and the five Boroughs of New York City. Patriot originates commercial real estate loans, commercial business loans, a variety of consumer loans, and construction loans, and has purchased residential loans since 2016. All commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations is dependent to some degree on the status of the regional economy as well as upon the regional real estate market. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio and the recovery of a substantial portion of any resulting real estate acquired is susceptible to changes in market conditions.

 

Patriot has established credit policies applicable to each type of lending activity in which it engages and evaluates the creditworthiness of each borrower. Unless extenuating circumstances exist, Patriot limits the extension of credit on commercial real estate loans to 75% of the market value of the underlying collateral. Patriot’s loan origination policy for multi-family residential real estate is limited to 80% of the market value of the underlying collateral. In the case of construction loans, the maximum loan-to-value is 75% of the “as completed” appraised value of the real estate project. Management monitors the appraised value of collateral on an on-going basis and additional collateral is requested when warranted. Real estate is the primary form of collateral, although other forms of collateral do exist and may include such assets as accounts receivable, inventory, marketable securities, time deposits, and other business assets.

 

14

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Risk characteristics of the Companys portfolio classes include the following:

 

Commercial Real Estate Loans

 

In underwriting commercial real estate loans, Patriot evaluates both the prospective borrower’s ability to make timely payments on the loan and the value of the property securing the loans. Repayment of such loans may be negatively impacted should the borrower default, the value of the property collateralizing the loan substantially decline, or there are declines in general economic conditions. Where the owner occupies the property, Patriot also evaluates the business’ ability to repay the loan on a timely basis and may require personal guarantees, lease assignments, and/or the guarantee of the operating company.

 

During the three and ninemonths ended March 31,September 30, 2022, Patriot purchasedzero and $20.7 million of commercial real estate loans.loans, respectively. There were 0no commercial real estate loans purchased during the firstthree quarter ofand nine months ended September 30, 2021.

 

13

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Residential Real Estate Loans

 

In 2013, Patriot discontinued offering primary mortgages on personal residences. Repayment of residential real estate loans may be negatively impacted should the borrower have financial difficulties, should there be a significant decline in the value of the property securing the loan, or should there be declines in general economic conditions.

 

During the three and ninemonths ended March 31,September 30, 2022, Patriot did not purchase any residential real estate loans. During the three and ninemonths ended March 31,September 30, 2021, $16.0Patriot purchased $29.6 million and $72.3 million of residential real estate loans, were purchased.respectively.

 

Commercial and Industrial Loans

 

Patriot’s commercial and industrial loan portfolio consists primarily of commercial business loans and lines of credit to businesses and professionals. These loans are generally for the financing of accounts receivable, purchases of inventory, purchases of new or used equipment, or for other short- or long-term working capital purposes. These loans are generally secured by business assets but are also occasionally offered on an unsecured basis. In granting these types of loans, Patriot considers the borrower’s cash flow as the primary source of repayment, supported by the value of collateral, if any, and personal guarantees, as applicable. Repayment of commercial and industrial loans may be negatively impacted by adverse changes in economic conditions, ineffective management, claims on the borrower’s assets by others that are superior to Patriot’s claims, a loss of demand for the borrower’s products or services, or the death or disability of the borrower or other key management personnel.

 

Patriot’s syndicated and leveraged loan portfolio totaled $20.8$16.4 million and $19.6 million at March 31,September 30, 2022 and December 31, 2021, respectively. The syndicated and leveraged loans are included in the commercial and industrial loan classification and are primarily comprised of loan transactions led by major financial institutions and regional banks, which are the Agent Bank or Lead Arranger, and are referred to as syndicated loans or "Shared National Credits (SNC)". SNC loans were determined to be complementary to the Bank’s existing commercial and industrial loan portfolio and product offerings. Further originations in this loan class are not expected.

 

Consumer and Other Loans

 

Patriot offers individual consumers various forms of credit including installment loans, credit cards, overdraft protection, auto loans and reserve lines of credit. Repayments of such loans are generally dependent on the personal income of the borrower, which may be negatively impacted by adverse changes in economic conditions. The Company does not place a high emphasis on originating these types of loans.

 

The Company does not have any lending programs commonly referred to as subprime lending. Subprime lending generally targets borrowers with weakened credit histories that are typically characterized by payment delinquencies, previous charge-offs, judgments against the consumer, a history of bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burdened ratios.

 

15

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

During the three and ninemonths ended March 31,September 30, 2022, Patriot purchased $18.4 million unsecured consumer loans.loans of $25.5 million and $75.8 million, respectively. In addition, Patriot purchased home equity line of credit loans (“HELOC”) of $1.6 million and $29.3 million, respectively. During the three and ninemonths ended March 31,September 30, 2021, 0Patriot purchased $5.8 million and $7.9 million unsecured consumer loans, were purchased.respectively.

 

Construction Loans

 

Construction loans are of a short-term nature, generally of eighteen months or less, that are secured by land and improvements intended for commercial, residential, or mixed-use development. Loan proceeds may be used for the acquisition of or improvements to the land under development and funds are generally disbursed as phases of construction are completed.

 

14

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Included in this category are loans to construct single family homes where no contract of sale exists, based upon the experience and financial strength of the builder, the type and location of the property, and other factors. Construction loans tend to be personally guaranteed by the principal(s). Repayment of such loans may be negatively impacted by an inability to complete construction, a downturn in the market for new construction, by a significant increase in interest rates, or by decline in general economic conditions.

 

Construction to Permanent - Commercial Real Estate

 

Loans in this category represent a one-time close of a construction facility with simultaneous conversion to an amortizing mortgage loan. Construction to permanent loans combine a short-term period similar to a construction loan, generally with a variable rate, and a longer term commercial real estate loan typically 20-25 years, resetting every five years to the Federal Home Loan Bank (“FHLB”) rate.

 

Close of the construction facility typically occurs when events dictate, such as receipt of a certificate of occupancy and property stabilization, which is defined as cash flow sufficient to support a pre-defined minimum debt coverage ratio and other conditions and covenants particular to the loan. Construction facilities are typically variable rate instruments that, upon conversion to an amortizing mortgage loan, reset to a fixed rate instrument that is the greater of the in-force variable rate plus a predetermined spread over a reference rate (e.g., prime) or a minimum interest rate.

 

SBA Loans

 

Patriot originates SBA 7(a) loans, on which the SBA has historically provided guarantees of 75% of the principal balance. However, during the pandemic in 2021, the SBA temporarily increased the guarantees to 90% and reverted to 75% on October 1,2021.The guaranteed portion of the Company’s SBA loans is generally sold in the secondary market with the unguaranteed 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. SBA loans held for investment are included in the commercial real estate loans and commercial and industrial loan classifications, which totaled $28.6$30.9 million and $27.1 million as of March 31,September 30, 2022 and December 31, 2021, respectively. During the firstnine quarter ofmonths ended September 30, 2022, 0 SBA loans previously classified as held for sale of $274,000 were transferred to held for investment. During the threenine-month period months ended March 31,September 30, 2021, $281,000 SBA loans were transferred from held for sale to held for investment.

 

Small Business Administration Paycheck Protection Program

 

The CARES Act created the SBA’s Paycheck Protection Program. Under the Paycheck Protection Program $669 billion was authorized forof the CARES Act, small business loans were authorized to pay payroll and group health costs, salaries and commissions, mortgage and rent payments, utilities, and interest on other debt. The loans are provided through participating financial institutions that process loan applications and service the loans. The Bank started participatingparticipated in the SBA’s Paycheck Protection Program in January 2021.

 

Paycheck Protection Program loans totaled $380,000$156,000 and $919,000 as of March 31,September 30, 2022 and December 31, 2021, respectively, which are included in the commercial and industrial loan classifications.

 

1516

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Allowance for Loan and Lease Losses

 

The following tables summarize the activity in the allowance for loan and lease losses, allocated to segments of the loan portfolio, for the three and ninemonths ended March 31,September 30, 2022 and 2021:

 

(In thousands)

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
- CRE

  

Unallocated

  

Total

  

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
- CRE

  

Unallocated

  

Total

 

Three months ended March 31, 2022

                                

Three months ended September 30, 2022

                
Allowance for loan and lease losses:                                 

December 31, 2021

 $5,063  $1,700  $2,532  $253  $78  $41  $238  $9,905 

June 30, 2022

 $4,980  $1,395  $2,316  $1,063  $58  $15  $102  $9,929 

Charge-offs

 0  0  (68) (47) (70) 0  0  (185) -  -  -  (366) -  -  -  (366)

Recoveries

 0  1  15  1  0  0  0  17  154  3  12  20  -  -  -  189 

Provisions (credits)

  (174)  (189)  381   112   48   (32)  (146)  0   1,653   (930)  (490)  22   (20)  (10)  (25)  200 

March 31, 2022

 $4,889  $1,512  $2,860  $319  $56  $9  $92  $9,737 

September 30, 2022

 $6,787  $468  $1,838  $739  $38  $5  $77  $9,952 
                  

Three months ended March 31, 2021

                                

Three months ended September 30, 2021

            
Allowance for loan and lease losses:                                

December 31, 2020

 $4,485  $1,379  $3,284  $295  $739  $162  $240  $10,584 

June 30, 2021

 $4,079  $2,003  $3,212  $390  $369  $144  $165  $10,362 

Charge-offs

 (42) (3) (209) (18) 0  0  0  (272) -  -  (3) (3) -  -  -  (6)

Recoveries

 0  0  12  102  0  0  0  114  -  2  20  1  -  -  -  23 

Provisions (credits)

  (289)  533   537   3   (459)  (85)  (240)  0   607   130   (861)  (53)  (138)  (82)  97   (300)

March 31, 2021

 $4,154  $1,909  $3,624  $382  $280  $77  $0  $10,426 

September 30, 2021

 $4,686  $2,135  $2,368  $335  $231  $62  $262  $10,079 

 

(In thousands)

 

 

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
- CRE

  

Unallocated

  

Total

 

Nine Months ended September 30, 2022

                                

Allowance for loan and lease losses:

                                

December 31, 2021

 $5,063  $1,700  $2,532  $253  $78  $41  $238  $9,905 

Charge-offs

  -   -   (70)  (513)  (68)  -   -   (651)

Recoveries

  154   4   38   27   -   -   -   223 

Provisions (credits)

  1,570   (1,236)  (662)  972   28   (36)  (161)  475 

September 30, 2022

 $6,787  $468  $1,838  $739  $38  $5  $77  $9,952 
                                 

Nine Months ended September 30, 2021

                                

Allowance for loan and lease losses:

                                

December 31, 2020

 $4,485  $1,379  $3,284  $295  $739  $162  $240  $10,584 

Charge-offs

  (51)  (3)  (212)  (23)  (69)  -   -   (358)

Recoveries

  -   2   44   107   -   -   -   153 

Provisions (credits)

  252   757   (748)  (44)  (439)  (100)  22   (300)

September 30, 2021

 $4,686  $2,135  $2,368  $335  $231  $62  $262  $10,079 

17

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following tables summarize, by loan portfolio segment, the amount of loans receivable evaluated individually and collectively for impairment as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction to
Permanent
- CRE

  

Unallocated

  

Total

 

March 31, 2022

                                
Allowance for loan and lease losses:                                

Individually evaluated for impairment

 $1,752  $3  $954  $0  $0  $0  $0  $2,709 

Collectively evaluated for impairment

  3,137   1,509   1,906   319   56   9   92   7,028 

Total allowance for loan and lease losses

 $4,889  $1,512  $2,860  $319  $56  $9  $92  $9,737 
                                 

Loans receivable, gross:

                                

Individually evaluated for impairment

 $15,643  $2,940  $4,544  $521  $0  $0  $0  $23,648 

Collectively evaluated for impairment

  397,461   143,281   123,971   70,698   12,223   2,057   0   749,691 

Total loans receivable, gross

 $413,104  $146,221  $128,515  $71,219  $12,223  $2,057  $0  $773,339 

16

(In thousands)

 

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction to
Permanent
- CRE

  

Unallocated

  

Total

 

September 30, 2022

                                

Allowance for loan and lease losses:

                                

Individually evaluated for impairment

 $5,072  $5  $984  $-  $-  $-  $-  $6,061 

Collectively evaluated for impairment

  1,715   463   854   739   38   5   77   3,891 

Total allowance for loan and lease losses

 $6,787  $468  $1,838  $739  $38  $5  $77  $9,952 
                                 

Loans receivable, gross:

                                

Individually evaluated for impairment

 $11,270  $2,886  $4,682  $516  $-  $-  $-  $19,354 

Collectively evaluated for impairment

  427,552   128,296   135,682   137,619   12,634   1,733   -   843,516 

Total loans receivable, gross

 $438,822  $131,182  $140,364  $138,135  $12,634  $1,733  $-  $862,870 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

(In thousands)

 

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction to
Permanent
- CRE

  

Unallocated

  

Total

 

December 31, 2021

                                

Allowance for loan and lease losses:

                                

Individually evaluated for impairment

 $1,567  $3  $722  $-  $-  $-  $-  $2,292 

Collectively evaluated for impairment

  3,496   1,697   1,810   253   78   41   238   7,613 

Total allowance for loan losses

 $5,063  $1,700  $2,532  $253  $78  $41  $238  $9,905 
                                 

Loans receivable, gross:

                                

Individually evaluated for impairment

 $15,704  $2,954  $4,031  $523  $-  $-  $-  $23,212 

Collectively evaluated for impairment

  349,543   155,637   118,779   58,841   21,781   11,695   -   716,276 

Total loans receivable, gross

 $365,247  $158,591  $122,810  $59,364  $21,781  $11,695  $-  $739,488 

 

(In thousands)

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction to
Permanent
- CRE

  

Unallocated

  

Total

 

December 31, 2021

                                
Allowance for loan and lease losses:                                

Individually evaluated for impairment

 $1,567  $3  $722  $0  $0  $0  $0  $2,292 

Collectively evaluated for impairment

  3,496   1,697   1,810   253   78   41   238   7,613 

Total allowance for loan losses

 $5,063  $1,700  $2,532  $253  $78  $41  $238  $9,905 
                                 

Loans receivable, gross:

                                

Individually evaluated for impairment

 $15,704  $2,954  $4,031  $523  $0  $0  $0  $23,212 

Collectively evaluated for impairment

  349,543   155,637   118,779   58,841   21,781   11,695   0   716,276 

Total loans receivable, gross

 $365,247  $158,591  $122,810  $59,364  $21,781  $11,695  $0  $739,488 

 

Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including cash flow from business operations, loan to value ratios, debt service coverage ratios, and credit scores.

 

Patriot employs a risk rating system as part of the risk assessment of its loan portfolio. At origination, credit officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Loan Committee to which the loan is submitted for approval. If financial developments occur on a loan in the credit officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the Loan Committee can adjust a risk rating based on available information. In addition, the risk ratings on all commercial loans over $250,000 are reviewed by the Credit Department either annually or biannually, depending upon the amount of the bank’s exposure.

 

Additionally, Patriot retains an independent third-party loan review expert to perform a quarterlysemi-annual analysis of the results of its risk rating process. The semi-annual review is based on a randomly selected sample of loans within established parameters (e.g., value, concentration), in order to assess and validate the risk ratings assigned to individual loans. Any changes to the assigned risk ratings, based on the semi-annual review, are required to be reported to the Audit Committee of the Board Audit Committee.of Directors.

 

18

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

When assigning a risk rating to a loan, management utilizes the Bank’s internal eleven-point risk rating system. An asset is considered “special mention” when it has a potential weakness based on objective evidence, but does not currently expose the Company to sufficient risk to warrant classification in one of the following categories:

 

 

Substandard: An asset is classified “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss, if noted deficiencies are not corrected.

 

Doubtful: Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard”, with the added characteristic that the identified weaknesses make collection or liquidation-in-full improbable, on the basis of currently existing facts, conditions, and values.

 

Charge-offs of loans to reduce the loan to its recoverable value that are solely collateral dependent, generally occur immediately upon confirmation of the partial loss amount. Loans that are cash flow dependent are modeled to reflect the expected cash flows through expected loan maturity, including any proceeds from refinancing or principal curtailment. A specific reserve is established for the amount by which the net investment in the loan exceeds the present value of discounted cash flows. Charge-offs on cash flow dependent loans also generally occur immediately upon confirmation of the partial loss amount.

 

17

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

If either type of loan is classified as “Loss”, meaning full loss on the loan is expected, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold. In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the classification of retail credit based on delinquency status, “Open-end” and “Closed-end” credits are charged off when 180 days and 120 days delinquent, respectively.

 

19

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Loan Portfolio Aging Analysis

 

The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of March 31,September 30, 2022.

 

(In thousands)

 

Performing (Accruing) Loans

          

Performing (Accruing) Loans

         

As of March 31, 2022:

 

30 - 59 Days
Past Due

  

60 - 89 Days
Past Due

  

90 Days
or
Greater

Past Due

  

Total
Past Due

  

Current

  

Total
Performing
Loans

  

Non-

accruing
Loans

  

Loans
Receivable
Gross

 

September 30, 2022

 

30 - 59 Days
Past Due

  

60 - 89 Days
Past Due

  

90 Days
or
Greater

Past Due

  

Total
Past Due

  

Current

  

Total
Performing
Loans

  

Non-

accruing
Loans

  

Loans
Receivable
Gross

 

Loan portfolio segment:

                                                

Commercial Real Estate:

                  

Pass

 $849  $0  $0  $849  $373,639  $374,488  $0  $374,488  $783  $-  $-  $783  $401,065  $401,848  $-  $401,848 

Special mention

 0  0  0  0  20,384  20,384  0  20,384  -  -  -  -  25,112  25,112  -  25,112 

Substandard

  339   0   0   339   2,250   2,589   15,643   18,232   -   -   -   -   592   592   11,270   11,862 
  1,188   0   0   1,188   396,273   397,461   15,643   413,104   783   -   -   783   426,769   427,552   11,270   438,822 

Residential Real Estate:

                  

Pass

 0  0  0  0  141,695  141,695  0  141,695  -  -  -  -  128,121  128,121  -  128,121 

Substandard

  0   0   0   0   1,392   1,392   3,134   4,526   -   -   -   -   -   -   3,061   3,061 
  0   0   0   0   143,087   143,087   3,134   146,221   -   -   -   -   128,121   128,121   3,061   131,182 

Commercial and Industrial:

                  

Pass

 997  0  0  997  119,292  120,289  0  120,289  425  -  230  655  131,942  132,597  -  132,597 

Special mention

 0  0  0  0  1,435  1,435  0  1,435  -  -  -  -  966  966  -  966 

Substandard

  573   0   0   573   1,674   2,247   4,544   6,791   1,948   -   -   1,948   146   2,094   4,707   6,801 
  1,570   0   0   1,570   122,401   123,971   4,544   128,515   2,373   -   230   2,603   133,054   135,657   4,707   140,364 

Consumer and Other:

                  

Pass

 0  0  0  0  71,051  71,051  0  71,051  -  1  -  1  137,967  137,968  -  137,968 

Substandard

  0   0   0   0   23   23   145   168   -   -   -   -   23   23   144   167 
  0   0   0   0   71,074   71,074   145   71,219   -   1   -   1   137,990   137,991   144   138,135 

Construction:

                  

Pass

  0   0   0   0   12,223   12,223   0   12,223  -  -  -  -  12,097  12,097  -  12,097 

Special mention

  -   -   -   -   537   537   -   537 
  0   0   0   0   12,223   12,223   0   12,223   -   -   -   -   12,634   12,634   -   12,634 

Construction to Permanent - CRE:

Construction to Permanent - CRE:

                 

Pass

  0   0   0   0   2,057   2,057   0   2,057   -   -   -   -   1,733   1,733   -   1,733 
  0   0   0   0   2,057   2,057   0   2,057   -   -   -   -   1,733   1,733   -   1,733 
                                          

Total

 $2,758  $0  $0  $2,758  $747,115  $749,873  $23,466  $773,339  $3,156  $1  $230  $3,387  $840,301  $843,688  $19,182  $862,870 
                  

Loans receivable, gross:

                                                

Pass

 $1,846  $0  $0  $1,846  $719,957  $721,803  $0  $721,803  $1,208  $1  $230  $1,439  $812,925  $814,364  $-  $814,364 

Special mention

 0  0  0  0  21,819  21,819  0  21,819  -  -  -  -  26,615  26,615  -  26,615 

Substandard

  912   0   0   912   5,339   6,251   23,466   29,717   1,948   -   -   1,948   761   2,709   19,182   21,891 

Loans receivable, gross

 $2,758  $0  $0  $2,758  $747,115  $749,873  $23,466  $773,339  $3,156  $1  $230  $3,387  $840,301  $843,688  $19,182  $862,870 

 

1820

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The following tables summarize performing and non-performing loans (i.e., non-accruing) receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2021.

 

(In thousands)

 

Performing (Accruing) Loans

          

Performing (Accruing) Loans

         

As of December 31, 2021:

 

30 - 59 Days
Past Due

  

60 - 89 Days
Past Due

  

90 Days
or
Greater

Past Due

  

Total
Past Due

  

Current

  

Total
Performing
Loans

  

Non-

accruing
Loans

  

Loans
Receivable
Gross

 

December 31, 2021:

 

30 - 59 Days
Past Due

  

60 - 89 Days
Past Due

  

90 Days
or
Greater

Past Due

  

Total
Past Due

  

Current

  

Total
Performing
Loans

  

Non-

accruing
Loans

  

Loans
Receivable
Gross

 

Loan portfolio segment:

                                                

Commercial Real Estate:

                  

Pass

 $696  $0  $0  $696  $324,858  $325,554  $0  $325,554  $696  $-  $-  $696  $324,858  $325,554  $-  $325,554 

Special mention

 0  0  0  0  16,625  16,625  0  16,625  -  -  -  -  16,625  16,625  -  16,625 

Substandard

  0   0   0   0   7,364   7,364   15,704   23,068   -   -   -   -   7,364   7,364   15,704   23,068 
  696   0   0   696   348,847   349,543   15,704   365,247   696   -   -   696   348,847   349,543   15,704   365,247 

Residential Real Estate:

                  

Pass

 0  0  0  0  154,044  154,044  0  154,044  -  -  -  -  154,044  154,044  -  154,044 

Special mention

 0  0  0  0  1,399  1,399  0  1,399  -  -  -  -  1,399  1,399  -  1,399 

Substandard

  0   0   0   0   0   0   3,148   3,148   -   -   -   -   -   -   3,148   3,148 
  0   0   0   0   155,443   155,443   3,148   158,591   -   -   -   -   155,443   155,443   3,148   158,591 

Commercial and Industrial:

                  

Pass

 243  0  0  243  114,306  114,549  0  114,549  243  -  -  243  114,306  114,549  -  114,549 

Special mention

 0  0  0  0  1,951  1,951  0  1,951  -  -  -  -  1,951  1,951  -  1,951 

Substandard

  0   0   0   0   2,209   2,209   4,101   6,310   -   -   -   -   2,209   2,209   4,101   6,310 
  243   0   0   243   118,466   118,709   4,101   122,810   243   -   -   243   118,466   118,709   4,101   122,810 

Consumer and Other:

                  

Pass

 0  26  2  28  59,171  59,199  0  59,199  -  26  2  28  59,171  59,199  -  59,199 

Substandard

  0   0   0   0   23   23   142   165   -   -   -   -   23   23   142   165 
  0   26   2   28   59,194   59,222   142   59,364   -   26   2   28   59,194   59,222   142   59,364 

Construction:

                  

Pass

  0   0   0   0   21,781   21,781   0   21,781   -   -   -   -   21,781   21,781   -   21,781 
  0   0   0   0   21,781   21,781   0   21,781   -   -   -   -   21,781   21,781   -   21,781 

Construction to Permanent - CRE:

Construction to Permanent - CRE:

                 

Pass

  0   0   0   0   11,695   11,695   0   11,695   -   -   -   -   11,695   11,695   -   11,695 
  0   0   0   0   11,695   11,695   0   11,695   -   -   -   -   11,695   11,695   -   11,695 
                                          

Total

 $939  $26  $2  $967  $715,426  $716,393  $23,095  $739,488  $939  $26  $2  $967  $715,426  $716,393  $23,095  $739,488 
                  

Loans receivable, gross:

                                                

Pass

 $939  $26  $2  $967  $685,855  $686,822  $0  $686,822  $939  $26  $2  $967  $685,855  $686,822  $-  $686,822 

Special mention

 0  0  0  0  19,975  19,975  0  19,975  -  -  -  -  19,975  19,975  -  19,975 

Substandard

  0   0   0   0   9,596   9,596   23,095   32,691   -   -   -   -   9,596   9,596   23,095   32,691 

Loans receivable, gross

 $939  $26  $2  $967  $715,426  $716,393  $23,095  $739,488  $939  $26  $2  $967  $715,426  $716,393  $23,095  $739,488 

 

1921

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The following tables summarize non-performing (i.e., non-accruing) loans by aging category and status, within the applicable loan portfolio segment as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

Non-accruing Loans

      

Non-accruing Loans

     
 

30 - 59
Days
Past Due

  

60 - 89
Days
Past Due

  

90 Days or
Greater

Past Due

  

Total
Past Due

  

Current

  

Total
Non-accruing
Loans

  

30 - 59
Days
Past Due

  

60 - 89
Days
Past Due

  

90 Days or
Greater

Past Due

  

Total
Past Due

  

Current

  

Total
Non-accruing
Loans

 

As of March 31, 2022:

            

September 30, 2022

                        

Loan portfolio segment:

                                    

Commercial Real Estate:

              

Substandard

 $0  $0  $6,787  $6,787  $8,856  $15,643  $8,819  $-  $2,451  $11,270  $-  $11,270 

Residential Real Estate:

              

Substandard

 696  0  2,419  3,115  19  3,134  672  -  1,795  2,467  594  3,061 

Commercial and Industrial:

              

Substandard

 0  118  3,292  3,410  1,134  4,544  -  -  4,591  4,591  116  4,707 

Consumer and Other:

              

Substandard

  0   0   121   121   24   145   -   -   121   121   23   144 

Total non-accruing loans

 $696  $118  $12,619  $13,433  $10,033  $23,466  $9,491  $-  $8,958  $18,449  $733  $19,182 
              

As of December 31, 2021:

            

December 31, 2021:

                        

Loan portfolio segment:

                                    

Commercial Real Estate:

              

Substandard

 $0  $0  $15,704  $15,704  $0  $15,704  $-  $-  $15,704  $15,704  $-  $15,704 

Residential Real Estate:

              

Substandard

 0  0  2,419  2,419  729  3,148  -  -  2,419  2,419  729  3,148 

Commercial and Industrial:

              

Substandard

 -  491  2,458  2,949  1,152  4,101  -  491  2,458  2,949  1,152  4,101 

Consumer and Other:

              

Substandard

  0   94   28   122   20   142   -   94   28   122   20   142 

Total non-accruing loans

 $0  $585  $20,609  $21,194  $1,901  $23,095  $-  $585  $20,609  $21,194  $1,901  $23,095 

 

If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $115,000$159,000 and $255,000$262,000 would have been recognized during the three and ninemonths ended March 31,September 30, 2022, and 2021,respectively.

During the three and ninemonths ended March 31,September 30, 2021, additional interest income (net of cash collected) of approximately $230,000 and $689,000 would have been recognized, respectively.

Interest income collected and recognized on non-accruing loans for the three and nine months ended September 30, 2022 was $33,000 and $237,000, respectively. During the threeand 2021,nine months ended September 30,2021, interest income collected and recognized on non-accruing loans was $90,000$174,000 and $48,000,$313,000, respectively.

 

The accrual of interest on loans is discontinued at the time the loan is 90 days past due for payment unless the loan is well-secured and in process of collection. Consumer installment loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged-off, at an earlier date, if collection of principal or interest is considered doubtful.

 

All interest accrued, but not collected for loans that are placed on non-accrual status or charged off, is reversed against interest income. The interest on these loans is accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, after at least six months of timely payment history. Management considers all non-accrual loans and Trouble Debt Restructurings (“TDR”) for impaired loans. In most cases, loan payments that are past due less than 90 days, well-secured, and in the process of collection are not considered impaired. The Bank considers loans under $100,000 and consumer installment loans to be pools of smaller homogeneous loan balances, and therefore are collectively evaluated for impairment, and not individually measured for impairment.

 

2022

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Troubled Debt Restructurings (TDR)

 

On a case-by-case basis, Patriot may agree to modify the contractual terms of a borrower’s loan to assist customers who may be experiencing financial difficulty. If the borrower is experiencing financial difficulties and a concession has been made, the loan is classified as a TDR.

 

Substantially all TDR loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below market rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes. TDR loan modifications may also result in the forgiveness of principal or accrued interest. In addition, when modifying commercial loans, Patriot frequently obtains additional collateral or guarantor support. If the borrower has performed under the existing contractual terms of the loan and Patriot’s underwriters determine that the borrower has the capacity to continue to perform under the terms of the TDR, the loan continues accruing interest. Non-accruing TDRs may be returned to accrual status when there has been a sustained period of performance (generally six consecutive months of payments) and both principal and interest are reasonably assured of collection.

 

The following table summarizes the recorded investment in TDRs as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 

Loan portfolio segment:

 

Number of

Loans

  

Recorded

Investment

  

Number of

Loans

  

Recorded

Investment

  

Number of

Loans

  

Recorded

Investment

  

Number of

Loans

  

Recorded

Investment

 

Commercial Real Estate

 1  $8,856  1  $8,884  1  $8,819  1  $8,884 

Residential Real Estate

 3  856  3  870  3  829  3  870 

Commercial and Industrial

 1  116  0  - 

Consumer and Other

  3   637   3   640   3   632   3   640 

Total TDR Loans

 7  10,349  7  10,394  8  10,396  7  10,394 

Less:

  

TDRs included in non-accrual loans

  3   (9,646)  3   (9,688)  4   (9,699)  3   (9,688)

Total accrual TDR Loans

  4  $703   4  $706   4  $697   4  $706 

 

During the three months ended March 31,September 30, 2022, and 2021, 0no loans were modified as TDRs. The following loans were modified as TDRs during the nine months ended September 30, 2022:

      

Outstanding Recorded Investment

 

(In thousands)

 

Number of Loans

  

Pre-Modification

  

Post-Modification

 
             

Loan portfolio segment:

            

Commercial and Industrial

  1  $118  $116 

Total TDR Loans

  1  $118  $116 

The following table provides information on how loans were modified as TDRs in 2022:

(In thousands)

 

Three Months ended

September 30, 2022

  

Nine Months ended

September 30, 2022

 

Payment deferral

  -   116 

Total

 $-  $116 

During the threeand therenine months ended September 30, 2021, no loans were 0 defaults ofmodified as TDRs.

 

The loans modified in a TDR often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, extending the interest-only payment period, or substituting or adding a co-borrower or guarantor.

There were 0no defaults of TDRs during the three and ninemonths ended March 31,September 30, 2022 and 2021. At March 31,September 30, 2022 and December 31, 2021, there were 0no commitments to advance additional funds under TDRs.

 

23

The balances reflected here as TDR’s are also included in the non-accruing loan balance included in the prior table - Loan Portfolio Aging Analysis.

 

21

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Impaired Loans

The following table reflects information about the impaired loans by class as of September 30, 2022 and December 31, 2021:

(In thousands)

 

September 30, 2022

  

December 31, 2021

 
  

Recorded
Investment

  

Principal
Outstanding

  

Related
Allowance

  

Recorded
Investment

  

Principal
Outstanding

  

Related
Allowance

 

With no related allowance recorded:

                        

Commercial Real Estate

 $2,780  $2,599  $-  $6,820  $7,776  $- 

Residential Real Estate

  2,451   2,444   -   2,847   2,763   - 

Commercial and Industrial

  585   692   -   630   758   - 

Consumer and Other

  517   516   -   523   523   - 
   6,333   6,251   -   10,820   11,820   - 

With a related allowance recorded:

                        

Commercial Real Estate

 $8,819  $8,670  $5,072   8,884   8,811   1,567 

Residential Real Estate

  438   435   6   461   488   8 

Commercial and Industrial

  4,122   4,276   984   3,471   3,916   723 

Consumer and Other

  167   176   1   166   201   1 
   13,546   13,557   6,063   12,982   13,416   2,299 
                         

Impaired Loans, Total:

                        

Commercial Real Estate

  11,599   11,269   5,072   15,704   16,587   1,567 

Residential Real Estate

  2,889   2,879   6   3,308   3,251   8 

Commercial and Industrial

  4,707   4,968   984   4,101   4,674   723 

Consumer and Other

  684   692   1   689   724   1 

Impaired Loans, Total

 $19,879  $19,808  $6,063  $23,802  $25,236  $2,299 

24

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following table summarizes additional information regarding impaired loans by class for the three and nine months ended September 30, 2022 and 2021.

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 

(In thousands)

 

2022

  

2021

  

2022

  

2021

 
  

Average
Recorded
Investment

  

Interest
Income
Recognized

  

Average
Recorded
Investment

  

Interest
Income
Recognized

  

Average
Recorded
Investment

  

Interest
Income
Recognized

  

Average
Recorded
Investment

  

Interest
Income
Recognized

 

With no related allowance recorded:

                                

Commercial Real Estate

 $6,704  $13  $8,671  $95  $6,716  $31  $7,538  $133 

Residential Real Estate

  1,580   8   3,752   15   2,332   72   4,088   45 

Commercial and Industrial

  2,354   -   2,657   4   1,311   5   3,122   9 

Consumer and Other

  342   6   526   4   449   15   755   10 
   10,980   27   15,606   118   10,808   123   15,503   197 

With a related allowance recorded:

                                

Commercial Real Estate

  7,096   7   8,916   -   8,156   72   8,854   - 

Residential Real Estate

  1,525   6   824   7   885   10   427   14 

Commercial and Industrial

  2,358   -   3,231   55   3,167   50   1,856   113 

Consumer and Other

  342   1   169   1   237   3   87   5 
   11,321   14   13,140   63   12,445   135   11,224   132 

Impaired Loans, Total:

                                

Commercial Real Estate

  13,800   20   17,587   95   14,872   103   16,392   133 

Residential Real Estate

  3,105   14   4,576   22   3,217   82   4,515   59 

Commercial and Industrial

  4,712   -   5,888   59   4,478   55   4,978   122 

Consumer and Other

  684   7   695   5   686   18   842   15 

Impaired Loans, Total

 $22,301  $41  $28,746  $181  $23,253  $258  $26,727  $329 

 

Impaired loans may consist of non-accrual loans and/or performing and non-performing TDRs. Based on the on-going monitoring and analysis of the loan portfolio, NaN impairedthirty-five loans totaling $24.2$19.9 million were identified as ofimpaired at March 31,September 30, 2022. Twenty-fivefour out of NaNthirty-five impaired loans totaling $23.6$19.4 million were individually evaluated for impairment, for which $2.7$6.1 million of specific reserves were established. The remaining 10eleven impaired loans with balances under $100,000, totaling $521,000,$524,000, with a general reserve of $6,000$2,000 were collectively evaluated, and not individually evaluated for impairment.

 

At December 31, 2021, exposure to the impaired loans was related to NaNthirty-four borrowers. Twenty-three out of thirty-four impaired loans totaling $23.2 million, were individually evaluated for impairment, and thefor which $2.3 million of specific reserves were established. The remaining 11eleven impaired loans with balances under $100,000, totaling $590,000, with a general reserve of $7,000 were collectively evaluated, and not individually evaluated for impairment.

 

For collateral dependent loans, appraisal reports of the underlying collateral have been obtained from independent licensed appraisal firms. For non-performing loans, the independently determined appraised values were first reduced by a 5.8% discount to reflect the Bank’s experience selling Other Real Estate Owned (OREO) properties, and were further reduced by 8% in selling costs, in order to estimate the potential loss, if any, that may eventually be realized. Performing loans are monitored to determine when, if at all, additional loan loss reserves may be required for a loss of underlying collateral value. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate.

 

Loans not requiring specific reserves had fair values exceeding the total recorded investment, supporting the net investment in the loan which includes principal balance, unamortized fees and costs and accrued interest, if any. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.

 

The following table reflects information about the impaired loans by class as of March 31, 2022 and December 31, 2021:

(In thousands)

 

March 31, 2022

  

December 31, 2021

 
  

Recorded
Investment

  

Principal
Outstanding

  

Related
Allowance

  

Recorded
Investment

  

Principal
Outstanding

  

Related
Allowance

 

With no related allowance recorded:

                        

Commercial Real Estate

 $6,787  $7,765  $-  $6,820  $7,776  $- 

Residential Real Estate

  2,834   2,758   -   2,847   2,763   - 

Commercial and Industrial

  612   743   -   630   758   - 

Consumer and Other

  521   521   -   523   523   - 
   10,754   11,787   -   10,820   11,820   - 

With a related allowance recorded:

                        

Commercial Real Estate

 $8,856  $8,805  $1,752   8,884   8,811   1,567 

Residential Real Estate

  3,932   4,592   954   461   488   8 

Commercial and Industrial

  460   486   7   3,471   3,916   723 

Consumer and Other

  167   201   2   166   201   1 
   13,415   14,084   2,715   12,982   13,416   2,299 
                         

Impaired Loans, Total:

                        

Commercial Real Estate

  15,643   16,570   1,752   15,704   16,587   1,567 

Residential Real Estate

  6,766   7,350   954   3,308   3,251   8 

Commercial and Industrial

  1,072   1,229   7   4,101   4,674   723 

Consumer and Other

  688   722   2   689   724   1 

Impaired Loans, Total

 $24,169  $25,871  $2,715  $23,802  $25,236  $2,299 

2225

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The following table summarizes additional information regarding impaired loans by class for the three months ended March 31, 2022 and 2021.

  

Three Months Ended March 31,

 

(In thousands)

 

2022

  

2021

 
  

Average
Recorded
Investment

  

Interest
Income
Recognized

  

Average
Recorded
Investment

  

Interest
Income
Recognized

 

With no related allowance recorded:

                

Commercial Real Estate

 $6,806  $32  $6,078  $0 

Residential Real Estate

  2,840   8   4,248   13 

Commercial and Industrial

  621   4   2,745   46 

Consumer and Other

  522   4   945   6 
   10,789   48   14,016   65 

With a related allowance recorded:

                

Commercial Real Estate

  8,873   25   8,813   0 

Residential Real Estate

  1,328   21   190   3 

Commercial and Industrial

  2,738   2   462   26 

Consumer and Other

  165   1   47   2 
   13,104   49   9,512   31 

Impaired Loans, Total:

                

Commercial Real Estate

  15,679   57   14,891   0 

Residential Real Estate

  4,168   29   4,438   16 

Commercial and Industrial

  3,359   6   3,207   72 

Consumer and Other

  687   5   992   8 

Impaired Loans, Total

 $23,893  $97  $23,528  $96 

 

 

Note 5.    Loans Held for Sale

Loans Held for Sale

 

Loans held for sale represent the guaranteed portion of SBA loans originated and are reflected at the lower of aggregate cost or market value. As of March 31,September 30, 2022, SBA loans held for sale was $5.8$8.7 million, consisting of $1.3$5.1 million SBA commercial real estate loans and $4.5$3.6 million SBA commercial and industrial loans, respectively. There were $3.1 million of SBA loans held for sale at December 31, 2021, consisting of $2.6 million SBA commercial and industrial loans and $562,000 SBA commercial real estate loans. NaNDuring the three and nine months ended September 30, 2022, $202,000 and $274,000 SBA loans previously classified as held for sale were transferred to held for investment, in the first quarter of 2022.respectively. During the three and ninemonths ended March 31,September 30, 2021, $281,000 SBA loans previously classified as held for sale were transferred to held for investment.investment were $0 and $281,000, respectively.

 

The Company generally sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the unguaranteed portion in its portfolio. 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, less the discount of the retained portion of the loan are recognized in income.

 

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 will be 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.

 

23

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Serviced loans sold to others are not included in the accompanying consolidated balance sheets. The total amount of such loans serviced, but owned by third party, amounted to approximately $31.2$36.2 million and $29.6 million at March 31,September 30, 2022 and December 31, 2021, respectively. As of March 31,September 30, 2022 and December 31, 2021, the servicing asset has a carrying value of $626,000$706,000 and $584,000, respectively, and fair value of $660,000$773,000 and $617,000, respectively. Income and fees collected for loan servicing are credited to noninterest income when earned, net of amortization on the related servicing assets. The servicing asset is included in other assets on the consolidated balance sheets.

 

The following table presents an analysis of the activity in the SBA servicing assets for the three and ninemonths ended March 31,September 30, 2022 and 2021:

 

(In thousands)

 

Three Months Ended March 31,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Beginning balance

 $584  $316  $685  $380  $584  $316 

Servicing rights capitalized

 52  17  57  -  188  74 

Servicing rights amortized

 (8) (6) (36) (5) (56) (15)

Servicing rights disposed

  (2)  0   -   -   (10)  - 

Ending balance

 $626  $327  $706  $375  $706  $375 

 

26

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

 

 

Note 6.    Business Combination, Goodwill and Other Intangible Assets

Business Combination, Goodwill and Other Intangible Assets

 

The Company completed its acquisition of Prime Bank in May 2018, and recorded goodwill balance was $1.1 million of goodwill after adjustments as of May 10, 2019.September 30, 2022 Inand December 2020, a purchase price adjustment of $556,000 was recognized to project expenses on the consolidated statements of operations. The charge represented an adjustment to the earlier estimate of the final purchase price upon preliminary settlement of the litigation related to a dispute over the final purchase price in 2020. There was no further adjustment to goodwill as of March 31, 2022.2021.

 

Goodwill is evaluated for impairment annually, in the fourth quarter of the year, or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors, supply costs, unanticipated competitive activities, and acts by governments and courts.

 

The Company did not perform an interim goodwill test in the first quarternine months of 2022 as no events occurred which would trigger an impairment assessment.

 

24

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Merger and acquisition with American Challenger

 

On November 15, 2021, the Company and American Challenger Development Corp., a Delaware corporation (“American Challenger”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), which was subsequently amended on January 26, 2022 and February 28, 2022 (the Original Merger Agreement, as amended, referred to as the “Merger Agreement”). Pursuant

On July 18, 2022, Patriot and American Challenger entered into a Termination and Release Agreement pursuant to which the parties mutually agreed to terminate the Merger Agreement American Challenger will merge with and into PNBK (the "Merger"“Termination”). FollowingParties mutually determined that not all closing conditions of the Merger Patriot Bank will adopt a consolidated business planAgreement could be satisfied under the current structure and will operate as two divisions. The Patriot Bank Division will continue to operate the existing business model. The American Challenger Division will execute the high-growth component of the consolidated business plan. To date, the Company incurred $1.9 million of project expenses inagreement. In connection with the Merger.proposed merger, the Company has previously recognized expenses of $1.9 million for the full year ended December 31, 2021 and $112,000 for the nine months ended September 30, 2022.

 

The pending acquisition is subject

27

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to several material conditions including obtaining regulatory and shareholder approval.

consolidated financial statements (Unaudited)

 

 

Note 7.     Deposits

Deposits

 

The following table presents the balance of deposits held, by category as of March 31,September 30, 2022 and December 31, 2021.

 

(In thousands)

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 

Non-interest bearing

 $237,825  $226,713  $247,704  $226,713 
      

Interest bearing:

            

Negotiable order of withdrawal accounts

 42,272  34,741  38,435  34,741 

Savings

 105,871  109,744  87,443  109,744 

Money market

 146,819  164,518  180,772  164,518 

Certificates of deposit, less than $250,000

 158,625  142,246  180,253  142,246 

Certificates of deposit, $250,000 or greater

 53,513  53,584  65,362  53,584 

Brokered deposits

  34,924   17,016   34,426   17,016 
      

Interest bearing, Total

  542,024   521,849   586,691   521,849 
      

Total Deposits

 $779,849  $748,562  $834,395  $748,562 

 

On July 22, 2020, the Company completed the purchase of prepaid debit card deposits of $50.0 million from a prominent national provider and processor of prepaid debit cards for corporate, consumer and government clients. The prepaid debit card deposits are included in the non-interest-bearing deposits and money market deposits, which totaled approximately $146.8$169.1 million and $150.4 million as of March 31,September 30, 2022 and December 31, 2021, respectively.

 

As of March 31,September 30, 2022, contractual maturities of Certificates of Deposit (“CDs”), and brokered deposits is summarized as follows:

 

(In thousands)

 

CDs
less than
$250,000

  

CDs
$250,000
or greater

  

Brokered
Deposits

  

Total

  

CDs
less than
$250,000

  

CDs
$250,000
or greater

  

Brokered
Deposits

  

Total

 

1 year or less

 $96,349  $41,582  $1,498  $139,429  $113,433  $51,210  $29,069  $193,712 

More than 1 year through 2 years

 39,836  8,668  28,320  76,824  28,270  3,255  4,858  36,383 

More than 2 years through 3 years

 8,710  2,503  5,106  16,319  20,257  10,647  499  31,403 

More than 3 years through 4 years

 3,936  760  0  4,696  2,489  250  -  2,739 

More than 4 years through 5 years

  9,794   0   0   9,794   15,804   -   -   15,804 
 $158,625  $53,513  $34,924  $247,062  $180,253  $65,362  $34,426  $280,041 

 

25
28

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 8.    Derivatives

Derivatives

 

Derivatives Not Designated in Hedge Relationships

 

Patriot is a party to 4four interest rate swaps derivatives that are not designated as hedging instruments. Under a program, Patriot will execute interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Patriot executes with a third party, such that Patriot minimizes its net risk exposure resulting from such transactions. Because the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.

 

Patriot entered 2into two initial interest rate swaps under the program in November 2018, and another 2two swaps were entered into in May 2019. As of March 31,September 30, 2022 and December 31, 2021, Patriot had cash pledged for collateral on its interest rate swaps of $1.1 million$250,000 and $1.4 million, respectively. This collateral is included in other assets on the consolidated balance sheets.

 

The Company did not recognize any net gain or loss in other noninterest income on the consolidated statements of operations during the three and ninemonths ended March 31,September 30, 2022 and 2021.

 

Derivatives Designated in Hedge Relationships

 

Interest rate swaps allow the Company to change the fixed or variable nature of an interest rate without the exchange of the underlying notional amount. In April 2021, Patriot entered into an interest rate swap, which was designated as a cash flow hedge that effectively converted variable-rate receivable into fixed-rate receivable. The Company’s objectives in using the cash flow hedge are to add stability to interest receivable and to manage its exposure to contractually specified interest rate movements. Under the term of the swap contract, the Company hedged the cashflows associated with a pool of 1-month LIBOR floating rate loans by converting a $50 million portion of that pool of loans into fixed rates with the swap. The Bank received fixed and paid floating rate based on 1 month LIBOR for a 7-year rolling period beginning April 29, 2021. A hedging instrument is expected at inception to be highly effective at offsetting changes in the hedged transactions attributable to the changes in the hedged risk. Changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. In August 2021, the cash flow hedge interest rate swap contract was terminated.

 

The Company did not recognize any unrealized and realized gain or loss for the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company recognized $64,000 and $149,000 of accumulated other comprehensive income that was reclassified into interest income, respectively. The swap interest income was included in interest and fees on loans on the consolidated statements of operations. In addition, a gain of $512,000 was recognized from the termination of the interest rate swap cash flow hedge for the three and nine months ended September 30, 2021, which was included in other income on the consolidated statements of operations.

The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.

 

Information about the valuation methods used to measure the fair value of derivatives is provided in Note 13 to the consolidated financial statements.

 

2629

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):

 

(In thousands)

 

Notional

Amount

  

Maturity

(Years)

  

Fixed Rate

 

Variable
Rate

 

Fair Value

  

Notional

Amount

  

Maturity

(Years)

  

Fixed Rate

 

Variable
Rate

 

Fair Value

 

March 31, 2022

        

September 30, 2022

                  

Classified in Other Assets:

            

3rd party interest rate swap

 $4,763  6.6  5.25% 

1 Mo. LIBOR + 1.96%

 $124 

3rd party interest rate swap

 1,372  6.8  4.38% 

1 Mo. LIBOR + 2.00%

 105 
           

Classified in Other Liabilities:

           

Customer interest rate swap

 $4,816  7.1  5.25%

1 Mo. LIBOR + 1.96%

 $318  $4,763  6.6  5.25% 

1 Mo. LIBOR + 1.96%

 $(124)

Customer interest rate swap

 1,389  7.3  4.38%

1 Mo. LIBOR + 2.00%

 15  1,372  6.8  4.38% 

1 Mo. LIBOR + 2.00%

 (105)
 

Classified in Other Liabilities:

 

3rd party interest rate swap

 $4,816  7.1  5.25%

1 Mo. LIBOR + 1.96%

 $(318)

3rd party interest rate swap

 1,389  7.3  4.38%

1 Mo. LIBOR + 2.00%

 (15)
            

December 31, 2021

                          

Classified in Other Assets:

            

Customer interest rate swap

 $4,843  7.3  5.25%

1 Mo. LIBOR + 1.96%

 $638  $4,843  7.3  5.25% 

1 Mo. LIBOR + 1.96%

 $638 

Customer interest rate swap

 1,398  7.5  4.38%

1 Mo. LIBOR + 2.00%

 100  1,398  7.5  4.38% 

1 Mo. LIBOR + 2.00%

 100 
            

Classified in Other Liabilities:

            

3rd party interest rate swap

 $4,843  7.3  5.25%

1 Mo. LIBOR + 1.96%

 $(638) $4,843  7.3  5.25% 

1 Mo. LIBOR + 1.96%

 $(638)

3rd party interest rate swap

 1,398  7.5  4.38%

1 Mo. LIBOR + 2.00%

 (100) 1,398  7.5  4.38% 

1 Mo. LIBOR + 2.00%

 (100)

 

Changes in the consolidated statements of comprehensive income related to interest rate derivatives designated as hedges of cash flows were as follows for the three and nine months ended September 30, 2021:

  

Three Months Ended

  

Nine Months Ended

 

(In thousands)

 

September 30, 2021

  

September 30, 2021

 

Interest rate swap designated as cash flow hedge:

        

Unrealized gain recognized in accumulated other comprehensive income before reclassifications

 $(104) $149 

Amounts reclassified from accumulated other comprehensive income

  (64)  (149)

Income tax effect on items recognized in accumulated other comprehensive income

  44   - 

Other comprehensive income

 $(124) $- 

The above unrealized gains and losses are reflective of market interest rates as of the respective balance sheet dates. Generally, lower long-term interest rates will result in a positive impact to comprehensive income whereas higher long-term interest rates will result in a negative impact to comprehensive income.

 

 

Note 9.    Share-Based Compensation and Employee Benefit Plan

Share-Based Compensation and Employee Benefit Plan

 

In 2011, the Company adopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “2012 Plan”). The 2012 Plan was amended in 2020 and renamed as the Patriot National Bancorp, Inc. 2020 Restricted Stock Award Plan (the “2020 Plan”). A copy of the 2020 Plan was filed as Exhibit 10.1 to the Company’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on April 30, 2021. The 2020 Plan provides an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”).

 

The 2020 Plan authorizes 3,000,000 shares of the Company’s Common Stock for issuance. As of March 31,September 30, 2022, 2,834,6172,832,121 shares of stock arewere available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant.

 

30

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following is a summary of the status of the Company’s restricted shares and changes for the three and ninemonths ended March 31,September 30, 2022 and 2021:

 

Three months ended March 31, 2022:

 

Number of
Shares Awarded

  

Weighted Average
Grant Date
Fair Value

 

Unvested at December 31, 2021

  21,468  $6.48 

Unvested at March 31, 2022

  21,468  $6.48 
         

Three months ended March 31, 2021:

        

Unvested at December 31, 2020

  18,498  $7.29 

Vested

  (700) $17.85 

Unvested at March 31, 2021

  17,798  $6.88 

Three months ended September 30, 2022:

 

Number of
Shares Awarded

  

Weighted Average
Grant Date
Fair Value

 

Unvested at June 30, 2022

  23,187  $7.24 

Unvested at September 30, 2022

  23,187  $7.24 
         

Nine months ended September 30, 2022:

        

Unvested at December 31, 2021

  21,468  $6.48 

Granted

  2,496  $17.25 

Vested

  (777) $18.55 

Unvested at September 30, 2022

  23,187  $7.24 

 

27

Three months ended September 30, 2021:

 

Number of
Shares Awarded

  

Weighted Average

Grant Date
Fair Value

 

Unvested at June 30, 2021

  35,270  $8.12 

Vested

  (700) $17.85 

Forfeited

  (4,586) $9.39 

Unvested at September 30, 2021

  29,984  $7.69 
         

Nine months ended September 30, 2021:

        

Unvested at December 31, 2020

  18,498  $7.29 

Granted

  20,476  $10.48 

Vested

  (4,404) $17.21 

Forfeited

  (4,586) $9.39 

Unvested at September 30, 2021

  29,984  $7.69 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The Company recognizes compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value.

 

For the three and ninemonths ended March 31,September 30, 2022, the Company recognized total share-based compensation expense of $21,000.$22,000 and $63,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $8,000.$8,000 and $14,000, respectively. Included in share-based compensation expense were $13,000 attributable to Patriot’s external directors, whowere $14,000 and $39,000, respectively. The directors received total compensation of $63,000,$82,000 and $182,000 respectively, which amounts are included in other operating expenses in the consolidated statements of operations.

 

For the three and ninemonths ended March 31,September 30, 2021, the Company recognized total share-based compensation expense of $34,000.$30,000 and 110,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $15,000.$25,000 and $65,000, respectively. Included in share-based compensation expense were $19,000$5,000 and $45,000 attributable to Patriot’s external directors, who received total compensation of $94,000, which amounts are included in other operating expenses in the consolidated statements$68,000 and $252,000 for each of operations.those periods, respectively.

 

Unrecognized compensation expense attributable to the unvested restricted shares outstanding as of March 31,September 30, 2022 amounted to $184,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 3.142.87 years.

 

31

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Dividends

 

The Company has not paid any dividends since 2020 and has temporarily suspended dividend payments pending resolution of the economic uncertainties associated with the Coronavirus pandemic.no present plans to pay dividends.

 

Retirement Plan

 

The CompanyPatriot offers aemployees participation in the Patriot Bank, N.A. 401K401 retirement plan(k) Savings Plan (the “401K”"401(k) Plan"), which provides for tax-deferred salary deductions for eligible employees. Employees under Section 401(k) of the Internal Revenue Code, along with the ROTH feature to the Plan. The 401(k) Plan covers substantially all employees who have completed one month of service, are 21 years of age and who elect to participate. Under the terms of the 401(k) Plan, participants can contribute up to the maximum amount allowed, subject to Federal limitations. At its discretion, Patriot may choosematch eligible participating employee contributions at the rate of 50% of the first 6% of the participants’ salary contributed to make voluntarythe 401(k) Plan. During the three and nine months ended September 30, 2022, Patriot made matching contributions to the 401K,401 limited to an annual maximum amount as set forth periodically by the Internal Revenue Service. The Company matches 50%(k) Plan of such contributions, up to a maximum of 9 percent of an employee's annual compensation.$64,000 and $205,000, respectively. During the three and ninemonths ended March 31, 2022September 30, 2021, and 2021,compensation expense under the 401K401(k) aggregated $74,000$46,000 and $48,000,$157,000, respectively.

 

28

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 10.     Earnings per share

Earnings per share

 

The Company is required to present basic earnings per share and diluted earnings per share in its Consolidated Statements of Operations. Basic earnings per share amounts are computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflects additional common shares that would have been outstanding if potentially dilutive common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding unvested RSAs granted to directors and employees. The dilutive effect resulting from these potential shares is determined using the treasury stock method. The Company is also required to provide a reconciliation of the numerator and denominator used in the computation of both basic and diluted earnings per share.

 

The following table summarizes the computation of basic and diluted earnings per share for the three and ninemonths ended March 31,September 30, 2022 and 2021:

 

(Net income in thousands)

 

Three Months Ended March 31,

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Basis earnings per share:

            

Net income attributable to Common shareholders

 $800  $854  $2,326  $1,323  $4,391  $3,199 

Divided by:

            

Weighted average shares outstanding

  3,956,492   3,943,580   3,957,269   3,947,284   3,957,010   3,945,816 
  

Basic earnings per common share

 $0.20  $0.22  $0.59  $0.34  $1.11  $0.81 
  

Diluted earnings per share:

            

Net income attributable to Common shareholders

 $800  $854  $2,326  $1,323  $4,391  $3,199 
  

Weighted average shares outstanding

 3,956,492  3,943,580  3,957,269  3,947,284  3,957,010  3,945,816 
  

Effect of potentially dilutive restricted common shares

 9,510  1,540  6,439  1,141  8,588  9,019 
  

Divided by:

            

Weighted average diluted shares outstanding

  3,966,002   3,945,120   3,963,708   3,948,425   3,965,598   3,954,835 
  

Diluted earnings per common share

 $0.20  $0.22  $0.59  $0.34  $1.11  $0.81 

 

32

29

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 11.    Financial Instruments with Off-Balance Sheet Risk

Financial Instruments with Off-Balance Sheet Risk

 

In the normal course of business, Patriot is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contractual amounts of these instruments reflect the extent of involvement Patriot has in particular classes of financial instruments.

 

The contractual amount of commitments to extend credit and standby letters of credit represents the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral become worthless. Patriot applies its credit policies to entering commitments and conditional obligations and, as with its lending activates, evaluates each customer’s creditworthiness on a case-by-case basis. Management believes that it effectively mitigates the credit risk of these financial instruments through its credit approval processes, establishing credit limits, monitoring the on-going creditworthiness of recipients and grantees, and the receipt of collateral as deemed necessary.

 

Financial instruments with credit risk at March 31,September 30, 2022 and December 31, 2021 are as follows:

 

(In thousands)

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 

Commitments to extend credit:

            

Unused lines of credit

 $76,691  $68,341  $110,758  $68,341 

Undisbursed construction loans

 16,314  18,594  13,925  18,594 

Home equity lines of credit

 16,520  16,396  27,633  16,396 

Future loan commitments

 41,427  23,486  34,943  23,486 

Financial standby letters of credit

  164   164   78   164 
 $151,116  $126,981  $187,337  $126,981 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary upon extending credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include commercial property, residential property, deposits and securities. Patriot has established a reserve for credit loss of $8,000 and $8,000 as of March 31,September 30, 2022 and December 31, 2021, respectively, which is included in accrued expenses and other liabilities.

 

Standby letters of credit are written commitments issued by Patriot to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Guarantees that are not derivative contracts are recorded at fair value and included in the consolidated balance sheet.

 

33

30

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 12.    Regulatory and Operational Matters

Regulatory and Operational Matters

 

Federal and state regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, federal banking agencies imposed four minimum capital requirements on a community bank’s risk-based capital ratios consisting of Total Capital, Tier 1 Capital, Common Equity Tier 1 (“CET1”) Capital, and a Tier 1 Leverage Capital ratio. The risk-based capital ratios measure the adequacy of a bank's capital against the riskiness of its on- and off-balance sheet assets and activities. Failure to maintain adequate capital is a basis for "prompt corrective action" or other regulatory enforcement action. In assessing a bank's capital adequacy, regulators also consider other factors such as interest rate risk exposure, liquidity, funding and market risks, quality and level of earnings, concentrations of credit, quality of loans and investments, nontraditional activity risk, policy effectiveness, and management's overall ability to monitor and control risk.

 

In September 2019, the community bank leverage ratio ("CBLR"(“CBLR”) framework was jointly issued by the Federal Deposit Insurance Corporation (“FDIC”("FDIC"), the Office of the Comptroller of the Currency (“OCC”) and FRB. The final rule gives qualifying community banks the option to use a simplified measure of capital adequacy instead of risk based capital, beginning with their March 31, 2020 Call Report. Under the final rule a community bank may qualify for the CBLR framework if it has a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. The CARES Act directed the federal banking agencies to issue an interim rule temporarily lowering the CBLR ratio to 8% which the agencies did with a transition back to 9% beginning January 1, 2022.

 

Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. A community bank which meets the leverage ratio requirement and other CBLR framework requirements will not be subject to other capital and leverage requirements and will be considered “well capitalized.”

 

In September 2021, the Bank elected to adopt the CBLR framework. The Bank’s Tier 1 leverage ratio as of March 31,September 30, 2022 and December 31, 2021 was 9.94%9.23% and 9.86%, respectively, which satisfied the “greater than 9 percent” leverage ratio requirement under the CBLR framework. Management continuously assesses the adequacy of the Bank’s capital in order to maintain its “well capitalized” status.

 

The Bank’s Community Bank Leverage Ratio regulatory capital amounts and ratios at March 31,September 30, 2022 and December 31, 2021 are summarized as follows:

 

(In thousands)

                               
 

March 31, 2022

  

December 31, 2021

   

September 30, 2022

  

December 31, 2021

 

Patriot Bank, N.A.

 

Amount

  

Ratio

  

Amount

  

Ratio

   

Amount

  

Ratio

  

Amount

  

Ratio

 

Tier 1 Leverage Capital (to average assets):

                  

Actual

 $95,094  9.94%  $93,923  9.86%  $98,449  9.23% $93,923  9.86%

To be Well Capitalized

 86,133  9.00%(1) 85,773  9.00%(1) 96,001  9.00%(1)  85,773  9.00%(1)

 

(1)

Leverage Capital Ratio greater than 9% is considered well-capitalized under the CBLR Framework.

Designation as "Well Capitalized" does not apply to bank holding companies - the Company. Such categorization of capital adequacy only applies to insured depository institutions - the Bank.

 

34

31

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

 

 

Note 13.     Fair Value and Interest Rate Risk

Fair Value and Interest Rate Risk

 

Patriot measures the carrying value of certain financial assets and liabilities at fair value, as required by its policies as a financial institution and by US GAAP. The carrying values of certain assets and liabilities are measured at fair value on a recurring basis, such as available-for-sale securities; while other assets and liabilities are measured at fair value on a non-recurring basis due to external factors requiring management’s judgment to estimate potential losses of value resulting in asset impairments or the establishment of valuation reserves. Measuring assets and liabilities at fair value may result in fluctuations to carrying value that have a significant impact on the results of operations or other comprehensive income for the period and period over period.

 

Following is a detailed summary of the guidance provided by US GAAP regarding the application of fair value measurements and Patriot’s application thereof. Additionally, the following information includes detailed summaries of the effects fair value measurements have on the carrying amounts of asset and liabilities presented in the consolidated financial statements.

 

The objective of fair value measurement is to value an asset that may be sold or a liability that may be transferred at the estimated value which might be obtained in a transaction between unrelated parties under current market conditions. US GAAP establishes a framework for measuring assets and liabilities at fair value, as well as certain financial instruments classified in equity. The framework provides a fair value hierarchy, which prioritizes quoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, which are inputs for which market data are not available and that are developed by management using the best information available to develop assumptions about the value market participants might place on the asset to be sold or liability to be transferred.

 

The three levels of the fair value hierarchy consist of:

 

Level 1

Unadjusted quoted market prices for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date (such as active exchange-traded equity securities and certain U.S. and government agency debt securities).

  

Level 2

Observable inputs other than quoted prices included in Level 1, such as:

-

Quoted prices for similar assets or liabilities in active markets (such as U.S. agency and government sponsored mortgage-backed securities)

-Quoted prices for identical or similar assets or liabilities in less active markets (such as certain U.S. and government agency debt securities, and corporate and municipal debt securities that trade infrequently)

-Other inputs that are observable for substantially the full term of the asset or liability (i.e. interest rates, yield curves, prepayment speeds, default rates, etc.).

  

Level 3

Valuation techniques that require unobservable inputs that are supported by little or no market activity and are significant to the fair value measurement of the asset or liability (such as pricing and discounted cash flow models that typically reflect management’s estimates of the assumptions a market participant would use in pricing the asset or liability).

 

A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.

 

Cash and due from banks and accrued interest receivable and payable

The carrying amount is a reasonable estimate of fair value and accordingly these are classified as Level 1. These financial instruments are not recorded at fair value on a recurring basis.

 

Available-for-sale securities

The fair value of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).

 

3235

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Other Investments

The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund, which is utilized by the Bank to satisfy its Community Reinvestment Act (“CRA”) lending requirements. As this fund operates as a private fund, shares in the fund are not publicly traded but may be redeemed with 60 days’ notice at cost. For that reason, the carrying amount was considered comparable to fair value at both March 31,September 30, 2022 and December 31, 2021 due to its short-term nature.

 

Federal Reserve Bank Stock and Federal Home Loan Bank Stock

Shares in the FRB and Federal Home Loan Bank (“FHLB”) are purchased and redeemed based upon their $100 par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost.

 

Loans

The fair value of loan portfolio is estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We estimate the fair value of our loan portfolio using an exit price notion resulting in prior periods no longer being comparable. The exit price notion requires determination of the price at which willing market participants would transact at the measurement date under current market conditions depending on facts and circumstances, such as origination rates, credit risk, transaction costs, liquidity, national and regional market trends and other adjustments, utilizing publicly available rates and indices. The application of an exit price notion requires the use of significant judgment.

 

Loans Held for Sale

The fair value of loans held for sale is estimated by using a market approach that includes prices for loans sold awaiting settlement and other observable inputs. The Company has determined that the inputs used to value the loans held for sale fall within Level 2 of the fair value hierarchy.

 

SBA Servicing Asset

Servicing assets do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets using discounted cash flow models incorporating numerous assumptions from the perspective of a market participant including market discount rates and prepayment speeds. Due to the significant unobservable input related to the servicing rights, the SBA servicing asset is classified within Level 3 of the valuation hierarchy.

 

Other Real Estate Owned

The fair value of OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When fair value is based on unadjusted current appraised value, OREO is classified within Level 2 of the fair value hierarchy. Patriot classifies OREO within Level 3 of the fair value hierarchy when unobservable inputs are used to determine adjustments to appraised values. Patriot does not record OREO at fair value on a recurring basis, but rather initially records OREO at fair value on a non-recurring basis and then monitors property and market conditions that may indicate a change in value is warranted.

 

Derivative asset (liability) - Interest Rate Swaps

The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of interest rate swap agreements does not contain any counterparty risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy. See Note 8 for additional disclosures on derivatives.

 

3336

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

Deposits

The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date.

 

The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits. Patriot does not record deposits at fair value on a recurring basis.

 

Senior Notes, Subordinated Notes, and Junior Subordinated Debt and Note Payable

Patriot does not record senior notes at fair value on a recurring basis. The fair value of the senior notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.

 

Patriot does not record subordinated notes issued in September 2018 at fair value on a recurring basis. The fair value of the subordinated notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.

 

Patriot does not record junior subordinated debt at fair value on a recurring basis. Junior subordinated debt reprices quarterly, as a result, the carrying amount is considered a reasonable estimate of fair value.

 

The Company considers its own credit worthiness in determining the fair value of its Senior Notes, Subordinated Notes, Notes Payable and Junior Subordinated Debt.

 

Federal Home Loan Bank Borrowings

The fair value of FHLB advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances. Patriot does not record FHLB advances at fair value on a recurring basis.

 

Off-balance sheet financial instruments

Off-balance sheet financial instruments are based on interest rate changes and fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The off-balance-sheet financial instruments (i.e., commitments to extend credit) are insignificant and are not recorded on a recurring basis.

 

3437

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The following table provides a comparison of the carrying amounts and estimated fair values of Patriot’s financial assets and liabilities as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 

Fair Value
Hierarchy

 

Carrying
Amount

  

Estimated
Fair Value

  

Carrying
Amount

  

Estimated
Fair Value

 

Fair

Value
Hierarchy

 

Carrying
Amount

  

Estimated
Fair Value

  

Carrying
Amount

  

Estimated
Fair Value

 

Financial Assets:

                

Cash and noninterest bearing balances due from banks

Level 1

 $9,026  $9,026  $3,264  $3,264 

Level 1

 $4,319  $4,319  $3,264  $3,264 

Interest-bearing deposits due from banks

Level 1

 35,290  35,290  43,781  43,781 

Level 1

 26,865  26,865  43,781  43,781 

Available-for-sale securities

Level 2

 72,023  72,023  81,161  81,161 

Level 2

 76,535  76,535  81,161  81,161 

Available-for-sale securities

Level 3

 11,237  11,237  13,180  13,180 

Level 3

 9,382  9,382  13,180  13,180 

Other investments

Level 2

 4,450  4,450  4,450  4,450 

Level 2

 4,450  4,450  4,450  4,450 

Federal Reserve Bank stock

Level 2

 2,869  2,869  2,843  2,843 

Level 2

 2,671  2,671  2,843  2,843 

Federal Home Loan Bank stock

Level 2

 4,184  4,184  4,184  4,184 

Level 2

 5,474  5,474  4,184  4,184 

Loans receivable, net

Level 3

 763,602  754,217  729,583  727,733 

Level 3

 852,918  831,092  729,583  727,733 

Loans held for sale

Level 2

 5,820  6,506  3,129  3,506 

Level 2

 8,748  9,415  3,129  3,506 

SBA servicing assets

Level 3

 626  660  584  617 

Level 3

 706  773  584  617 

Accrued interest receivable

Level 2

 5,596  5,596  5,822  5,822 

Level 2

 6,504  6,504  5,822  5,822 

Interest rate swap receivable

Level 2

  333   333   738   738 

Level 2

  229   229   738   738 
  

Financial assets, total

Financial assets, total

 $915,056  $906,391  $892,719  $891,279 

Financial assets, total

 $998,801  $977,709  $892,719  $891,279 
  

Financial Liabilities:

                

Demand deposits

Level 2

 $237,825  $237,825  $226,713  $226,713 

Level 2

 $247,704  $247,704  $226,713  $226,713 

Savings deposits

Level 2

 105,871  105,871  109,744  109,744 

Level 2

 87,443  87,443  109,744  109,744 

Money market deposits

Level 2

 146,819  146,819  164,518  164,518 

Level 2

 180,772  180,772  164,518  164,518 

NOW accounts

Level 2

 42,272  42,272  34,741  34,741 

Level 2

 38,435  38,435  34,741  34,741 

Time deposits

Level 2

 212,138  209,462  195,830  195,048 

Level 2

 245,615  239,716  195,830  195,048 

Brokered deposits

Level 1

 34,924  34,267  17,016  17,003 

Level 1

 34,426  33,275  17,016  17,003 

FHLB borrowings

Level 2

 90,000  91,087  90,000  93,643 

Level 2

 125,000  123,885  90,000  93,643 

Senior notes

Level 2

 12,000  12,002  12,000  12,045 

Level 2

 12,000  11,936  12,000  12,045 

Subordinated debt

Level 2

 9,818  9,758  9,811  9,947 

Level 2

 9,832  9,630  9,811  9,947 

Junior subordinated debt owed to unconsolidated trust

Level 2

 8,121  8,121  8,119  8,119 

Level 2

 8,125  8,125  8,119  8,119 

Note payable

Level 3

 740  706  791  775 

Level 3

 637  588  791  775 

Accrued interest payable

Level 2

 680  680  343  343 

Level 2

 721  721  343  343 

Interest rate swap liability

Level 2

  333   333   738   738 

Level 2

  229   229   738   738 
  

Financial liabilities, total

Financial liabilities, total

 $901,541  $899,203  $870,364  $873,377 

Financial liabilities, total

 $990,939  $982,459  $870,364  $873,377 

 

The carrying amount of cash and noninterest bearing balances due from banks, interest-bearing deposits due from banks, and demand deposits approximates fair value, due to the short-term nature and high turnover of these balances. These amounts are included in the table above for informational purposes.

 

3538

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

In the normal course of its operations, Patriot assumes interest rate risk (i.e., the risk that general interest rate levels will fluctuate). As a result, the fair value of the Patriot’s financial assets and liabilities are affected when interest market rates change, which change may be either favorable or unfavorable. Management attempts to mitigate interest rate risk by matching the maturities of its financial assets and liabilities. However, borrowers with fixed rate obligations are less likely to prepay their obligations in a rising interest rate environment and more likely to prepay their obligations in a falling interest rate environment. Conversely, depositors receiving fixed rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors market rates of interest and the maturities of its financial assets and financial liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy.

 

The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

  

Significant

Observable Inputs
(Level 2)

  

Significant

Unobservable Inputs
(Level 3)

  

Total

  

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

  

Significant

Observable Inputs
(Level 2)

  

Significant

Unobservable Inputs
(Level 3)

  

Total

 

March 31, 2022

                

September 30, 2022

                

U. S. Government agency and mortgage-backed securities

 $0  $59,890  $0  $59,890  $-  $60,231  $-  $60,231 

Corporate bonds

 0  3,495  11,237  14,732  -  5,235  9,382  14,617 

Subordinated notes

 0  3,069  0  3,069  -  4,735  -  4,735 

SBA loan pools

 0  5,055  0  5,055  -  5,857  -  5,857 

Municipal bonds

  0   514   0   514   -   477   -   477 

Available-for-sale securities

 $0  $72,023  $11,237  $83,260  $-  $76,535  $9,382  $85,917 
                  

Interest rate swap receivable

 $0  $333  $0  $333  $-  $229  $-  $229 
                  

Interest rate swap liability

 $0  $333  $0  $333  $-  $229  $-  $229 
                  

December 31, 2021:

                                

U. S. Government agency and mortgage-backed securities

 $0  $66,629  $0  $66,629  $-  $66,629  $-  $66,629 

Corporate bonds

 0  3,741  13,180  16,921  -  3,741  13,180  16,921 

Subordinated notes

 0  4,626  0  4,626  -  4,626  -  4,626 

SBA loan pools

 0  5,603  0  5,603  -  5,603  -  5,603 

Municipal bonds

  0   562   0   562   -   562   -   562 

Available-for-sale securities

 $0  $81,161  $13,180  $94,341  $-  $81,161  $13,180  $94,341 
                  

Interest rate swap receivable

 $0  $738  $0  $738  $-  $738  $-  $738 
                  

Interest rate swap liability

 $0  $738  $0  $738  $-  $738  $-  $738 

 

Patriot measures certain financial assets and financial liabilities at fair value on a non-recurring basis. When circumstances dictate (e.g., impairment of long-lived assets, other than temporary impairment of collateral value), the carrying values of such financial assets and financial liabilities are adjusted to fair value or fair value less costs to sell, as may be appropriate.

 

As of March 31,September 30, 2022 and December 31, 2021, four corporate bonds were classified as Level 3 instruments. The fair values of these securities were determined using a present value approach. The discount rate assumed was determined based on unobservable inputs in a pricing model. During the three and ninemonths ended March 31,September 30, 2022 and 2021, the Company had no transfers into or out of Levels 1, 2 or 3.

 

3639

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

Notes to consolidated financial statements (Unaudited)

The reconciliation of the beginning and ending balances during 2022 for Level 3 available-for-sale securities is as follows:

 

(In thousands)

      
 

Three Months Ended
March 31, 2022

  

Three Months Ended
September 30, 2022

  

Nine Months Ended
September 30, 2022

 

Level 3 fair value, beginning of year

 $13,180 

Level 3 fair value at beginning of the period

 $10,342  $13,180 

Purchases

 0  -  - 

Realized gain (loss)

 0  -  - 

Unrealized loss

 (1,943) (960) (3,798)

Transfers in and /or out of Level 3

  0   -   - 

Level 3 fair value, end of year

 $11,237 

Level 3 fair value at end of the period

 $9,382  $9,382 

 

The table below presents the valuation methodology and unobservable inputs for level 3 assets measured at fair value on a non-recurring basis as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

Fair Value

 

Valuation Methodology

 

Unobservable Inputs

 

Range of Inputs

  

Fair Value

 

Valuation

Methodology

 

Unobservable Inputs

 

Range of Inputs

March 31, 2022:

            

September 30, 2022:

         

Impaired loans, net

 $20,939 

Real Estate Appraisals

 

Discount for appraisal type

 5.8%-20%  $13,293 

Real Estate Appraisals

 

Discount for appraisal type

 5.8%-20%
                   

SBA servicing assets

 660 

Discounted Cash Flows

 

Market discount rates

 14.73%-14.90%  773 

Discounted Cash Flows

 

Market discount rates

 14.73%-14.90%
                   

December 31, 2021:

                     

Impaired loans, net

 $20,920 

Real Estate Appraisals

 

Discount for appraisal type

 5.8%-20%  $20,920 

Real Estate Appraisals

 

Discount for appraisal type

 5.8%-20%
                   

SBA servicing assets

 617 

Discounted Cash Flows

 

Market discount rates

 14.73%-14.90%  617 

Discounted Cash Flows

 

Market discount rates

 14.73%-14.90%

 

Patriot discloses fair value information about financial instruments, whether or not recognized in the consolidated balance sheet, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements and, accordingly, the aggregate fair value amounts presented do not necessarily represent the complete underlying value of financial instruments included in the consolidated financial statements.

 

The estimated fair value amounts have been measured as of March 31,September 30, 2022 and December 31, 2021, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued.

 

The information presented should not be interpreted as an estimate of the total fair value of Patriot’s assets and liabilities, since only a portion of Patriot’s assets and liabilities are required to be measured at fair value for financial reporting purposes. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between Patriot’s fair value disclosures and those of other bank holding companies may not be meaningful.

3740

 

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

 

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

This Quarterly Report on Form 10-Q contains statements that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements, other than purely historical information, including estimates, projections, statements relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements are not guarantees of future performance. Although Patriot believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and changes in circumstances, many of which are beyond Patriot’s control.

 

Many possible events or factors could affect Patriot’s future financial results and performance and could cause the actual results, performance or achievements of Patriot to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others:

(1) changes in prevailing interest rates which would affect the interest earned on the Company’s interest earning assets and the interest paid on its interest bearing liabilities;

(2) the timing of re-pricing of the Company’s interest earning assets and interest bearing liabilities;

(3) the effect of changes in governmental monetary policy;

(4) the effect of changes in regulations applicable to the Company and the Bank and the conduct of its business;

(5) changes in competition among financial service companies, including possible further encroachment of non-banks on services traditionally provided by banks;

(6) the ability of competitors that are larger than the Company to provide products and services which it is impracticable for the Company to provide;

(7) the state of the economy and real estate values in the Company’s market areas, and the consequent effect on the quality of the Company’s loans;

(8) demand for loans and deposits in our market area;

(9) recent governmental initiatives that are expected to have a profound effect on the financial services industry and could dramatically change the competitive environment of the Company;

(10) other legislative or regulatory changes, including those related to residential mortgages, changes in accounting standards, and Federal Deposit Insurance Corporation (“FDIC”) premiums that may adversely affect the Company;

(11) the application of generally accepted accounting principles in the United States of America (“U.S. GAAP”), consistently applied;

(12) the fact that one period of reported results may not be indicative of future periods;

(13) the state of the economy in the greater New York metropolitan area and its particular effect on the Company's customers, vendors and communities and other such factors, including risk factors, as may be described in the Company’s other filings with the Securities and Exchange Commission (the “SEC”);

(14) political, social, legal and economic instability, civil unrest, war, catastrophic events, acts of terrorism;

(15) widespread outbreaks of infectious diseases, including the ongoing novel coronavirus (COVID-19) outbreak;

(16) changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

(17) our ability to access cost-effective funding;

(18) our ability to implement and change our business strategies;

(19) changes in the quality or composition of our loan or investment portfolios;

(20) technological changes that may be more difficult or expensive than expected;

(21) our ability to manage market risk, credit risk and operational risk in the current economic environment;

(22) our ability to enter new markets successfully and capitalize on growth opportunities;

(23) changes in consumer spending, borrowing and savings habits;

(24) our ability to retain key employees; and

(25) our compensation expense associated with equity allocated or awarded to our employees;employees.

 

38

(26) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement, as amended, between the Company and American Challenger, or the Investment Agreements between the Company and the investors in the capital raise in connection with the merger with American Challenger (the “Merger”);

(27) the failure to obtain the necessary approvals of the Company’s shareholders on the proposed Merger;

(28) the outcome of any legal proceedings that may be instituted against the Company and/or American Challenger;

(29) the failure to obtain required governmental approvals on the proposed Merger or a delay in obtaining such approvals;

(30) the failure of any of the closing conditions in the Merger Agreement, as amended or Investment Agreements related to the capital raise, to be satisfied on a timely basis or at all;

(31) delays in closing the proposed Merger or capital raise;

(32) the possibility that the proposed Merger and capital raise may be more expensive to complete than anticipated, including as a result of unexpected factors or event; and

(33) the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the proposed Merger and the capital raise.

 

The risks and uncertainties included here are not exhaustive. FurtherIn addition to those included herein further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021.2021 (the “2021 Form 10-K”). Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.

 

CRITICAL ACCOUNTING POLICIES

 

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified the accounting for the allowance for loan and lease losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the impairment of goodwill, the valuation of derivatives, and the valuation of servicing assets as certain of the Company’s most critical accounting policies and estimates in that they are important to the portrayal of the Company’s financial condition and results of operations. They require management’s most subjective and complex judgment as a result of the need to make estimates about the effect of matters that are inherently uncertain. Refer to the 2021 Form 10-K for additional information.

 

Summary

 

The Company reported net income of $2.3 million ($0.59 basic and diluted earnings per share) for the firstquarter ended September 30, 2022, compared to a net income of $1.3 million ($0.34 basic and diluted earnings per share) for the third quarter of 2021. For the nine months ended September 30, 2022, of $800,000net income was $4.4 million ($0.201.11 basic and diluted earnings per share), compared to a net income of $845,000$3.2 million ($0.220.81 basic and diluted earnings per share) for the first quarter ofnine months ended September 30, 2021. The prior year first quarter results included the recognition of ana non-recurring employee retention tax credit (“ERC”) of $843,000,$906,000 and $2.9 million for the three and nine months ended September 30, 2021, respectively, while no retention tax creditERC was recognized in the first quarter of 2022.

 

The Bank continued to show improvedAlong with reporting a substantial improvement in net interest marginsincome and strong earnings, the Bank reported loan growth of 16.7% and deposit growth.growth of 11.5% compared to December 31, 2021. Net interest margin improved to 3.68% for the quarter and 3.35% for the first three quarters of 2022, up from 2.87% for the first three quarters of 2021. The Bank’s prepaid debit card program continues to be aan increasing, low-cost funding source for the Bank and has increased substantiallytripled in size to $146.8$169.1 million as of March 31,September 30, 2022, from $50.0 million acquired in July 2020. The prepaid portfolio growth providescontributes to a substantial improvement toin the Bank’s net interest margin and overall funding costs.

 

The previously announced pending merger transaction with American Challenger is nearing the final stages of its process. The merger remains subject to regulatory and shareholder approvals.


 

Financial Condition

 

As of March 31, 2022, totalTotal assets increased $27.0$110.5 million to $975.5 million,$1.1 billion as of September 30, 2022, compared to $948.5 million at December 31, 2021, primarily due to the increase in net loans which increased from $729.6 million at December 31, 2021, to $763.6$852.9 million at March 31,September 30, 2022. Total deposits increased from $748.6 million at December 31, 2021, to $779.8$834.4 million at March 31,September 30, 2022.

 

Cash and Cash Equivalents

 

Cash and cash equivalents decreased $2.7$15.8 million, from $47.0 million at December 31, 2021 to $44.3$31.2 million at March 31,September 30, 2022. The decrease in 2022 was primarily due to cash used for loan purchasesorigination of $39.0$159.1 million and purchase of loans of $125.8 million, which was partially offset by $159.2 million paydown of loans and increase in deposits of $31.2$85.8 million. The Company’s liquidity position is strong with liquid assets rising to 10.4% of total assets at March 31, 2022.

 

Investments

 

The following table is a summary of the Company’s available-for-sale securities portfolio, at fair value, at the dates shown:

 

(In thousands)

 

March 31,

  

December 31,

  

Increase / (Decrease)

  

September 30

  

December 31,

  

Increase / (Decrease)

 
 

2022

  

2021

  ($)   (%)  

2022

  

2021

  

($)

  

(%)

 

U. S. Government agency and mortgage-backed securities

 $59,890  $66,629  $(6,739) -10.11% $60,231  $66,629  $(6,398) -9.60%

Corporate bonds

 14,732  16,921  (2,189) -12.94% 14,617  16,921  (2,304) -13.62%

Subordinated notes

 3,069  4,626  (1,557) -33.66% 4,735  4,626  109  2.36%

SBA loan pools

 5,055  5,603  (548) -9.78% 5,857  5,603  254  4.53%

Municipal bonds

  514   562   (48)  -8.54%  477   562   (85)  -15.12%

Total available-for-sale securities, at fair value

 83,260  94,341  (11,081) -11.75% 85,917  94,341  (8,424) -8.93%
  

Other investments, at cost

 4,450  4,450  -  0.00% 4,450  4,450  -  0.00%
                  
 $87,710  $98,791  $(11,081)  -11.22% $90,367  $98,791  $(8,424)  -8.53%

 

Total investments decreased by $11.1$8.4 million, from $98.8 million at December 31, 2021 to $87.7$90.4 million at March 31,September 30, 2022. The decrease in 2022 was primarily attributable to the net unrealized loss of $9.6$18.6 million for the available-for-sale securities.securities, associated with rising market interest rates, which was partially offset by an increase in purchase of available-for-sale securities of $19.3 million. There were no sales of available-for-sale securities in the three and nine months ended March 31, 2022September 30, 2022. During the three and 2021.nine months ended September 30, 2021, the Bank sold available-for-sale securities of $14.8 million and $34.8 million, respectively, and recognized a net gain of $26,000 and $119,000, respectively.

 

Loans held for investment

 

The following table provides the composition of the Company’s loan held for investment portfolio as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 
 

Amount

  

%

  

Amount

  

%

  

Amount

  

%

  

Amount

  

%

 

Loan portfolio segment:

                        

Commercial Real Estate

 $413,104  53.41% $365,247  49.38% $438,822  50.86% $365,247  49.38%

Residential Real Estate

 146,221  18.91% 158,591  21.45% 131,182  15.20% 158,591  21.45%

Commercial and Industrial

 128,515  16.62% 122,810  16.61% 140,364  16.27% 122,810  16.61%

Consumer and Other

 71,219  9.21% 59,364  8.03% 138,135  16.01% 59,364  8.03%

Construction

 12,223  1.58% 21,781  2.95% 12,634  1.46% 21,781  2.95%

Construction to permanent - CRE

  2,057   0.27%  11,695   1.58%  1,733   0.20%  11,695   1.58%

Loans receivable, gross

 773,339  100.00% 739,488  100.00% 862,870  100.00% 739,488  100.00%

Allowance for loan losses

  (9,737)      (9,905)      (9,952)     (9,905)   

Loans receivable, net

 $763,602     $729,583     $852,918     $729,583    

 

4043

 

The Company’s gross loan portfolio increased $33.8$123.4 million, from $739.5 million at December 31, 2021 to $773.3$862.9 million at March 31,September 30, 2022. The increase in loans was primarily attributable to $42.6$159.1 million of new loan origination and $39.0$125.8 million in purchases of loans receivable which was partially offset by $46.9$159.2 million paydown of the loans.

 

SBA loans held for investment were included in the commercial real estate loans and commercial and industrial loan classifications above. As of March 31,September 30, 2022 and December 31, 2021, SBA loans included in the commercial and industrial loan were $18.6$19.6 million and $17.4 million, respectively. SBA loans included in the commercial real estate loans were $10.0$11.3 million and $9.7 million, respectively.

 

At March 31,September 30, 2022, the net loan to deposit ratio was 98%102% and the net loan to total assets ratio was 78%81%. At December 31, 2021, these ratios were 97% and 77%, respectively.

 

Allowance for Loan and Lease Losses

 

The allowance for loan and lease losses decreased $168,000 or 1.7% fromwas $10.0 million as of September 30, 2022, compared to $9.9 million atas of December 31, 2021 to $9.7 million at March 31, 2022. The decrease was primarily attributable to the recovering economy and reduction in the number of classified loans.

2021. Based upon the overall assessment and evaluation of the loan portfolio at March 31,September 30, 2022, management believes $9.7$10.0 million in the allowance for loan and lease losses, which represented 1.3%1.15% of gross loans outstanding, is adequate under prevailing economic conditions to absorb existing losses in the loan portfolio, and noa provision for loan losses of $200,000 and $475,000 was requiredrecorded for the three and nine months ended March 31, 2022.September 30, 2022, respectively.

 

The following table provides detail of activity in the allowance for loan and lease losses:

 

 

Three Months Ended March 31,

  

Three Months Ended September 30,

  

Nine Month Ended September 30,

 

(In thousands)

 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 
  

Balance at beginning of the period

 $9,905  $10,584  $9,929  $10,362  $9,905  $10,584 

Charge-offs:

  

Commercial Real Estate

 -  (42) -  -  -  (51)

Residential Real Estate

 -  (3) -  -  -  (3)

Commercial and Industrial

 (68) (209) -  (3) (70) (212)

Consumer and Other

 (47) (18) (366) (3) (513) (23)

Construction

  (70)  -   -   -   (68)  (69)

Total charge-offs

  (185)  (272)  (366)  (6)  (651)  (358)

Recoveries:

  

Commercial Real Estate

 154  -  154  - 

Residential Real Estate

 1  -  3  2  4  2 

Commercial and Industrial

 15  12  12  20  38  44 

Consumer and Other

  1   102   20   1   27   107 

Total recoveries

  17   114   189   23   223   153 
  

Net charge-offs

 (168) (158)

Provision charged to earnings

  -   - 

Net (charge-offs) recoveries

 (177) 17  (428) (205)

Provision (credit) for loan losses

  200   (300)  475   (300)

Balance at end of the period

 $9,737  $10,426  $9,952  $10,079  $9,952  $10,079 
  

Ratios:

            

Net charge-offs to average loans

 (0.02)% (0.02)%

Net (charge-offs) recoveries to average loans

 (0.020)% 0.002% (0.052)% (0.029)%

Allowance for loan losses to total loans

 1.26% 1.54% 1.15% 100.00% 1.15% 100.00%

 


 

The following table provides an allocation of allowance for loan and lease losses by portfolio segment:

 

(In thousands)

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 

Allowance for loan and lease losses

 

Allowance for loan

losses

  

Percent of loans in

each category to

total loans

  

Allowance for loan

losses

  

Percent of loans

in each category

to total loans

  

Allowance for loan

losses

  

Percent of loans in

each category to

total loans

  

Allowance for

loan losses

  

Percent of loans

in each category

to total loans

 

Commercial Real Estate

 $4,889  53.41% $5,063  49.38% $6,787  50.86% $5,063  49.38%

Residential Real Estate

 1,512  18.91% 1,700  21.45% 468  15.20% 1,700  21.45%

Commercial and Industrial

 2,860  16.62% 2,532  16.61% 1,838  16.27% 2,532  16.61%

Consumer and Other

 319  9.21% 253  8.03% 739  16.01% 253  8.03%

Construction

 56  1.58% 78  2.95% 38  1.46% 78  2.95%

Construction to permanent - CRE

 9  0.27% 41  1.58% 5  0.20% 41  1.58%

Unallocated

  92   N/A   238   N/A   77   N/A   238   N/A 

Total

 $9,737   100.00% $9,905   100.00% $9,952   100.00% $9,905   100.00%

 

Non-performing Assets

 

The following table presents non-performing assets as of March 31,September 30, 2022 and December 31, 2021:

 

(In thousands)

        
 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 

Non-accruing loans:

  

Commercial Real Estate

 $15,643  $15,704  $11,270  $15,704 

Residential Real Estate

 3,134  3,148  3,061  3,148 

Commercial and Industrial

 4,544  4,101  4,707  4,101 

Consumer and Other

  145   142   144   142 

Total non-accruing loans

 23,466  23,095  19,182  23,095 
  

Loans past due over 90 days and still accruing

  -   2   230   2 

Total nonperforming assets

 $23,466  $23,097  $19,412  $23,097 
  

Nonperforming assets to total assets

 2.41% 2.44% 1.83% 2.44%

Nonperforming loans to total loans, net

 3.07% 3.17% 2.28% 3.17%

 

As of March 31,September 30, 2022, the $23.5$19.2 million of non-accrual loans was comprised of 31 borrowers, for which a specific reserve of $2.7$6.1 million was established. ThreeFour TDR loans of total $9.6$9.7 million were included in the non-accrual loans. For collateral dependent loans, the Bank has obtained appraisal reports from independent licensed appraisal firms and discounted those values based on the Bank’s experience selling OREO properties and for estimated selling costs to determine estimated impairment. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate. Non-accrual loans are included in the impaired loans.

 

As of December 31, 2021, the $23.1 million of non-accrual loans was comprised of 30 borrowers, for which a specific reserve of $2.3 million was established. Three TDR loans of total $9.7 million were included in the non-accrual loans as of December 31, 2021.

 


Loans held for sale

 

SBA loans held for sale totaled $5.8$8.7 million and $3.1 million as of March 31,September 30, 2022 and December 31, 2021, respectively. SBA loans held for sale represent the guaranteed portion of SBA loans and are reflected at the lower of aggregate cost or market value. SBA loans held for sale at March 31,September 30, 2022, consisted of $1.3$5.1 million SBA commercial real estate and $4.5$3.6 million SBA commercial and industrial loans, respectively. SBA loans held for sale at December 31, 2021, consisted entirely of $2.6 million SBA commercial and industrial loans and $562,000 SBA commercial real estate, respectively.


 

Goodwill

 

The Company completed its acquisition of Prime Bank in May 2018 and recorded $1.1 million of goodwill after adjustments as of May 10, 2019. No further adjustment to the goodwill was made as of March 31,September 30, 2022.

 

The Company did not perform an interim goodwill test for the threenine months ended March 31,September 30, 2021 as no events occurred which would trigger an impairment assessment.

 

Deferred Taxes

 

Deferred tax assets were $13.8$16.1 million and $12.1 million at March 31,September 30, 2022 and December 31, 2021, respectively. Deferred tax assets consist predominately of state net operating losses, capitalized costs and allowances for loan losses.

 

The effective tax rate for the three and nine months ended March 31,September 30, 2022 was 28.0%6.3%, and 17.7%, respectively, compared to the effective tax rate of 27.2%26.6% and 27.0% for the three and nine months ended March 31, 2021.September 30, 2021, respectively. The lower effective tax rates in 2022 were due to the tax treatment of merger-related expenses incurred in 2021 deemed deductible in the third quarter of 2022 due to the previously announced termination of the merger agreement. The Company’s effective rates for both periods werewas also affected primarily by states taxes and non-deductible expenses.

 

Patriot anticipates utilizing the state net operating loss carry forwards to reduce income taxes otherwise payable on current and future years taxable income.

 

Patriot evaluates its ability to realize its net deferred tax assets on a quarterly basis. In doing so, management considers all available evidence, both positive and negative, to determine whether it is more likely than not that the deferred tax assets will be realized. In addition, management assesses tax attributes including available tax planning strategies and state net operating loss carry-forwards that do not begin to expire until the year of 2030. As of December 31, 2021, after weighing both positive and negative evidence, Patriot fully reversed the valuation allowance of $1.9 million recorded in 2020. No valuation allowance was recorded as of March 31,September 30, 2022. The Company will continue to evaluate its ability to realize its net deferred tax assets. If future evidence suggests that it is more likely than not that additional deferred tax assets will not be realized, the valuation allowance will be adjusted.

 

Deposits

 

The following table is a summary of the Company’s deposits at the dates shown:

 

(In thousands)

         

Increase/(Decrease)

 
  

March 31, 2022

  

December 31, 2021

  $  

%

 

Non-interest bearing:

                

Non-interest bearing

 $120,835  $127,420  $(6,585)  (5.17)%

Prepaid DDA

  116,990   99,293   17,697   17.82%

Total non-interest bearing

  237,825   226,713   11,112   4.90%
                 

Interest bearing:

                

Negotiable order of withdrawal accounts

  42,272   34,741   7,531   21.68%

Savings

  105,871   109,744   (3,873)  (3.53)%

Money market

  117,049   113,428   3,621   3.19%

Money market - prepaid deposits

  29,770   51,090   (21,320)  (41.73)%

Certificates of deposit, less than $250,000

  158,625   142,246   16,379   11.51%

Certificates of deposit, $250,000 or greater

  53,513   53,584   (71)  (0.13)%

Brokered deposits

  34,924   17,016   17,908   105.24%

Total Interest bearing

  542,024   521,849   20,175   3.87%
                 

Total Deposits

 $779,849  $748,562  $31,287   4.18%

43

(In thousands)

         

Increase/(Decrease)

 
  

September 30, 2022

  

December 31, 2021

     

%

 

Non-interest bearing:

                

Non-interest bearing

 $125,396  $127,420  $(2,024)  (1.59)%

Prepaid DDA

  122,308   99,293   23,015   23.18%

Total non-interest bearing

  247,704   226,713   20,991   9.26%
                 

Interest bearing:

                

Negotiable order of withdrawal accounts

  38,435   34,741   3,694   10.63%

Savings

  87,443   109,744   (22,301)  (20.32)%

Money market

  133,947   113,428   20,519   18.09%

Money market - prepaid deposits

  46,825   51,090   (4,265)  (8.35)%

Certificates of deposit, less than $250,000

  180,253   142,246   38,007   26.72%

Certificates of deposit, $250,000 or greater

  65,362   53,584   11,778   21.98%

Brokered deposits

  34,426   17,016   17,410   102.32%

Total Interest bearing

  586,691   521,849   64,842   12.43%
                 

Total Deposits

 $834,395  $748,562  $85,833   11.47%

 

The Bank has improvedexpanded its deposit and funding mix over the past year, while reducing its aggregate cost of funds.

 


Borrowings

 

Total borrowings were $155.6 million and $120.7 million at both March 31,as of September 30, 2022 and December 31, 2021.2021, respectively. Borrowings consist primarily of FHLB advances, senior notes, subordinated notes, junior subordinated debentures and a note payable. The senior notes, subordinated notes and junior subordinated debentures contain affirmative covenants that require the Company to maintain its and its subsidiaries’ legal entity and tax status, pay its income tax obligations on a timely basis, and comply with SEC and FDIC reporting requirements.

 

Federal Home Loan Bank borrowings

 

The Company is a member of the Federal Home Loan Bank of Boston ("FHLB-B"). Borrowings from the FHLB-B are limited to a percentage of the value of qualified collateral, as defined on the FHLB-B Statement of Products Policy. Qualified collateral, as defined, primarily consists of mortgage-backed securities and loans receivable that are required to be free and clear of liens and encumbrances, and may not be pledged for any other purposes.

 

FHLB-B advances are structured to facilitate the Bank’s management of its balance sheet and liquidity requirements. At March 31, 2022 and December 31, 2021, outstandingOutstanding advances from the FHLB-B both aggregatedincreased from $90.0 million.million at December 31, 2021 to $125.0 million at September 30, 2022.

 

At March 31,September 30, 2022, the FHLB-B advances of $90.0 million outstanding bore fixed rates of interest ranging from 2.4% to 4.23% with maturities ranging from 1.3 year7 days to 2.5 years. The FHLB-B advances with fixed interest rates1.9 years, and have a weighted average interest rate of 3.26%3.22%.

 

At March 31,September 30, 2022, collateral for FHLB-B borrowings consisted of a mixture of real estate loans and securities with book value of $233.1$258.2 million. Remaining unused borrowing capacity under this line totaled $65.9$42.4 million at March 31,September 30, 2022.

 

In addition, Patriot has a $2.0 million revolving line of credit with the FHLB-B. For the three and nine months ended March 31,September 30, 2022 and 2021, no funds had been borrowed under the line of credit.

 

Interest expense incurred for the three and nine months ended March 31,September 30, 2022 were $806,000 and $2.3 million, respectively. For the three and nine months ended September 30, 2021, interest expense were $737,000$756,000 and $733,000,$2.2 million, respectively.

 

Correspondent Bank - Line of Credit

 

Patriot has entered into unsecured federal funds sweep and federal funds line of credit facility agreements with certain correspondent banks. Borrowings available under the agreements totaled $5$15 million at March 31,September 30, 2022 and $5 million at December 31, 2021. The purpose of the agreements is to provide a credit facility intended to satisfy overnight federal account balance requirements and to provide for daily settlement of FRB, Automated Clearing House (ACH), and other clearinghouse transactions.

 

There was no outstanding balance under the agreements at March 31,September 30, 2022 and December 31, 2021. No interest expense incurred for the three and nine months ended March 31,September 30, 2022 and 2021.

 

Other Borrowing

 

In August 2020, Patriot was approvedhas pledged eligible loans as collateral to pledge commercial and industrial loans and leases, commercial real estate, construction loans and one-to-four family first lien loans undersupport borrowing capacity at the Federal Reserve Bank of New York’s (“FRBNY”) Borrower-in-Custody program.. As of March 31,September 30, 2022, Patriot had pledged eligible loans with athe book value of $21.5the pledged loans totaled $20.4 million andwith a collateral value of $15.6 million as collateral to support borrowing capacity at the FRBNY.$14.3 million. There was no outstanding balance under the agreementsFRBNY Borrower-in-Custody program at March 31,September 30, 2022.

 


 

Senior notes

 

On December 22, 2016, the Company issued $12 million of senior notes bearing interest at 7% per annum (the “Senior Notes”). On November 17, 2021, the original maturity date of the Senior Notes was extended from December 22, 2021 to June 30, 2022. Interest on

On June 22, 2022, the Company amended and restated the Senior Notes is payable semi-annually on September 22 and December 22 of each year beginning on June 22, 2017.

In connection with the issuanceNotes. The maturity date of the Senior Notes the Company incurred $374,000 of costs, which are being amortized over the term of the Senior Noteswas further extended to recognize a constant rate of interest expense. At MarchDecember 31, 2022, and December 31, 2021, the debt issuance costs were fully amortized.interest rate increases from (i) 7% to 7.25% from July 1, 2022 until September 30, 2022 and (ii) from 7.25% to 7.50% thereafter. The Senior Notes can be repaid at any time without penalty.

 

The Senior Notes are unsecured, rank equally with all other senior obligations of the Company, are not redeemable nor may they be put to the Company by the holders of the notes, and require no payment of principal until maturity.

 

For the three and nine months ended March 31,September 30, 2022, the Company recognized interest expense of $218,000 and $638,000, respectively. For the three and nine months ended September 30, 2021, the Company recognized interest expense of $210,000$229,000 and $229,000,$686,000, respectively.

 

Subordinated notes

 

On June 29, 2018, the Company entered into certain subordinated note purchase agreements with two institutional accredited investors and completed a private placement of $10 million of fixed-to-floating rate subordinated notes with the maturity date of September 30, 2028 (the “Subordinated Notes”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

 

The Subordinated Notes initially bears interest at 6.25% per annum, from and including June 29, 2018, to but excluding, June 30, 2023, payable semi-annually in arrears. From and including June 30, 2023, until but excluding June 30, 2028 or an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR (but not less than zero) plus 332.5 basis points, payable quarterly in arrears. The Company may, at its option, beginning on June 30, 2023 and on any scheduled interest payment date thereafter, redeem the Subordinated Notes.

 

In connection with the issuance of the Subordinated Notes, the Company incurred $291,000 of debt issuance costs, which are being amortized over the term of the Subordinated Notes to recognize a constant rate of interest expense. At March 31,September 30, 2022 and December 31, 2021, $182,000$168,000 and $189,000 of unamortized debt issuance costs were deducted from the face amount of the Subordinated Notes included in the consolidated balance sheet, respectively.

 

For the three and nine months ended March 31,September 30, 2022, and 2021, the Company recognized interest expense of $163,000 and $163,000,$491,000, respectively. For the three and nine months ended September 30, 2021, the Company recognized interest expense of $165,000 and $491,000, respectively.

 

Junior subordinated debt owed to unconsolidated trust

 

In 2003, the Patriot National Statutory Trust I (“the Trust”), which has no independent assets and is wholly-owned by the Company, issued $8.0 million of trust preferred securities. The proceeds, net of a $240,000 placement fee, were invested in junior subordinated debentures issued by the Company, which invested the proceeds in the Bank. The Bank used the proceeds to fund its operations.

 

Trust preferred securities currently qualify for up to 25% of the Company’s Tier I Capital, with the excess qualifying as Tier 2 Capital.

 

The junior subordinated debentures are unsecured obligations of the Company. The debentures are subordinate and junior in right of payment to all present and future senior indebtedness of the Company. In addition to its obligations under the junior subordinated debentures and in conjunction with the Trust, the Company issued an unconditional guarantee of the trust preferred securities.

 


 

The junior subordinated debentures bear interest at three-month LIBOR plus 3.15% (4.11%(6.79% at March 31,September 30, 2022) and mature on March 26, 2033, at which time the principal amount borrowed will be due. The placement fee of $240,000 is amortized and included as a component of the periodic interest expense on the junior subordinated debentures, in order to produce a constant rate of interest expense. As of March 31,September 30, 2022 and December 31, 2021, the unamortized placement fee deducted from the face amount of the junior subordinated debt owed to the unconsolidated trust amounted to $127,000$123,000 and $129,000, respectively, and accrued interest on the junior subordinated debentures was $5,000$8,000 and $4,000, respectively.

 

For the three and nine months ended March 31,September 30, 2022, the Company recognized interest expense of $113,000 and $270,000, respectively. For the three and nine months ended September 30, 2021, the Company recognized interest expense of $71,000$69,000 and $70,000,$209,000, respectively.

 

At its option, exercisable on a quarterly basis, the Company may redeem the junior subordinated debentures from the Trust, which would then redeem the trust preferred securities.

 

Note Payable

 

In September 2015, the Bank purchased the property in which its Fairfield, Connecticut branch is located for approximately $2.0 million, a property it had been leasing until that date. The purchase price was primarily satisfied by issuing the seller a $2.0 million, nine-year, promissory note bearing interest at a fixed rate of 1.75% per annum. As of March 31,September 30, 2022 and December 31, 2021, the note had a balance outstanding of $740,000$637,000 and $791,000, respectively. The note matures in August 2024 and requires a balloon payment of approximately $234,000 at that time. The note is secured by a first Mortgage Deed and Security Agreement on the purchased property.

 

For the three and nine months ended March 31,September 30, 2022, the Company recognized interest expense of $3,000 and $9,000, respectively. For the three and nine months ended September 30, 2021, the Company recognized interest expense of $4,000 and $4,000,$12,000, respectively.

 

Derivatives

 

As of March 31,September 30, 2022, Patriot had entered into four interest rate swaps (“swaps”). Two swaps are with a loan customer to provide a facility to mitigate the fluctuations in the variable rate on the respective loan. The other two swaps are with an outside third party. The customer interest rate swaps are matched in offsetting terms to the third party interest rate swaps. The swaps are reported at fair value in other assets or other liabilities on the consolidated balance sheets. Patriot’s swaps are derivatives, but are not designated as hedging instruments, thus any net gain or loss resulting from changes in the fair value is recognized in other noninterest income. The Company recognized no gain on the swaps for the three and nine months ended March 31,September 30, 2022 and 2021, respectively.

In April 2021, Patriot entered into a receive fixed/pay variable interest rate swap, which was designated as a cash flow hedge. The cash flow hedge interest rate swap contract was terminated in August 2021. No interest income was recognized during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company recognized $64,000 and $149,000 of accumulated other comprehensive income that was reclassified into interest income, respectively. The swaps interest income was included in interest and fees on loans on the consolidated statements of operations. A gain of $512,000 was recognized from the termination of the interest rate swap cash flow hedge for the three and nine months ended September 30, 2021, which was included in other income on the consolidated statements of operations.

 

Further discussion of the fair value of derivatives is set forth in Note 8 to the consolidated financial statements.

 

Equity

 

Equity decreased $4.6$9.3 million, from $67.3 million at December 31, 2021 to $62.7$58.0 million at March 31,September 30, 2022, primarily due to $5.5$13.8 million of net unrealized holding loss for investment portfolio, which was partially offset by $800,000$4.4 million of net income for the threenine months ended March 31,September 30, 2022.

 

Off-Balance Sheet Commitments

 

The Company’s off-balance sheet commitments, which primarily consist of commitments to lend, increased $24.1$53.1 million from $127.0 million at December 31, 2021 to $151.1$187.3 million at March 31,September 30, 2022.

 


 

Average Balances

 

The following tables present daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for the three and nine months ended March 31,September 30, 2022 and 2021:

 

(In thousands)

 

Three Months ended March 31,

 

In thousands)

 

Three Months ended September 30,

 
 

2022

  

2021

  

2022

  

2021

 
 

Average

Balance

  

Interest

  

Yield

  

Average

Balance

  

Interest

  

Yield

  

Average

Balance

  

Interest

  

Yield

  

Average

Balance

  

Interest

  

Yield

 

ASSETS

                        

Interest Earning Assets:

                        

Loans

 $748,256  $7,664  4.15% $702,539  $7,743  4.47% $877,759  $11,250  5.08% $707,630  $7,189  4.03%

Investments

 103,325  635  2.46% 61,811  344  2.23% 94,187  654  2.78% 133,723  751  2.25%

Cash equivalents and other

  39,728   21  0.21%  66,080   24  0.15%  25,364   135   2.11%  45,202   20   0.18%
  

Total interest earning assets

  891,309   8,320  3.79%  830,430   8,111  3.96%  997,310   12,039  4.79%  886,555   7,960  3.56%
  

Cash and due from banks

 12,940   2,874   6,891   5,464  

Allowance for loan losses

 (9,883)  (10,652)  (9,862)  (10,369) 

OREO

 -   1,569   -   807  

Other assets

  63,854    60,971    65,963    60,448  
  

Total Assets

 $958,220   $885,192   $1,060,302   $942,905  
  

Liabilities

                        

Interest bearing liabilities:

                        

Deposits

 $528,896  $409  0.31% $529,567  $785  0.60% $601,039  $1,493  0.99% $529,127  $448  0.34%

Borrowings

 95,234  737  3.14% 90,778  733  3.27% 99,565  806  3.21% 98,380  756  3.05%

Senior notes

 12,000  210  7.00% 11,935  229  7.67% 12,000  218  7.27% 11,972  229  7.65%

Subordinated debt

 17,933  234  5.29% 17,895  234  5.30% 17,952  276  6.10% 17,914  233  5.16%

Note Payable and other

  757   4  2.14%  958   4  1.69%  652   3   1.83%  857   4   1.85%
  

Total interest bearing liabilities

  654,820   1,594  0.99%  651,133   1,985  1.24%  731,208   2,796  1.52%  658,250   1,670  1.01%
  

Demand deposits

 227,074   161,588   258,508   209,259  

Other liabilities

  9,901    8,587    9,056    8,595  
  

Total Liabilities

 891,795   821,308   998,772   876,104  
  

Shareholders' equity

  66,425    63,884    61,530    66,801  
  

Total Liabilities and Shareholders' Equity

 $958,220   $885,192   $1,060,302      $942,905     
  

Net interest income

  $6,726   $6,126     $9,243      $6,290   
  

Interest margin

       3.06%       2.99%        3.68%        2.81%

Interest spread

       2.80%       2.72%        3.27%        2.55%

50

(In thousands)

 

Nine Months ended September 30,

 
  

2022

  

2021

 
  

Average

Balance

  

Interest

  

Yield

  

Average

Balance

  

Interest

  

Yield

 

ASSETS

                        

Interest Earning Assets:

                        

Loans

 $815,657  $27,958   4.58% $696,978  $22,199   4.26%

Investments

  96,345   1,864   2.58%  96,957   1,572   2.16%

Cash equivalents and other

  33,265   224   0.90%  60,234   67   0.15%
                         

Total interest earning assets

  945,267   30,046   4.25%  854,169   23,838   3.73%
                         

Cash and due from banks

  6,371           3,771         

Allowance for loan losses

  (9,813)          (10,483)        

OREO

  -           1,195         

Other assets

  68,213           60,678         
                         

Total Assets

 $1,010,038          $909,330         
                         

Liabilities

                        

Interest bearing liabilities:

                        

Deposits

 $569,013  $2,659   0.62% $526,969  $1,856   0.47%

Borrowings

  95,572   2,290   3.20%  93,101   2,230   3.20%

Senior notes

  12,000   638   7.09%  11,954   686   7.65%

Subordinated debt

  17,942   761   5.67%  17,905   700   5.23%

Note Payable and other

  703   9   1.71%  906   12   1.77%
                         

Total interest bearing liabilities

  695,230   6,357   1.22%  650,835   5,484   1.13%
                         

Demand deposits

  241,670           185,167         

Other liabilities

  9,885           8,081         
                         

Total Liabilities

  946,785           844,083         
                         

Shareholders' equity

  63,253           65,247         
                         

Total Liabilities and Shareholders' Equity

 $1,010,038          $909,330         
                         

Net interest income

     $23,689          $18,354     
                         

Interest margin

          3.35%          2.87%

Interest spread

          3.03%          2.60%

 


 

The following table presents the change in interest-earning assets and interest-bearing liabilities by major category and the related change in the interest income earned and interest expense incurred thereon attributable to the change in transactional volume in the financial instruments and the rates of interest applicable thereto, comparing the three and nine months ended March 31,September 30, 2022 and 2021.

 

 

Three Months ended March 31,

  

Three Months ended September 30,

  

Nine Months ended September 30,

 
 

2022 compared to 2021

  

2022 compared to 2021

  

2022 compared to 2021

 

(In thousands)

 

Increase/(Decrease)

  

Increase/(Decrease)

  

Increase/(Decrease)

 
 

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 

Interest Earning Assets:

                              

Loans

 $437  $(516) $(79) $1,773  $2,288  $4,061  $3,404  $2,355  $5,759 

Investments

 247  44  291  (221) 124  (97) (11) 303  292 

Cash equivalents and other

  (9)  6   (3)  (8)  123   115   (30)  187   157 
              

Total interest earning assets

  675   (466)  209   1,544   2,535   4,079   3,363   2,845   6,208 
              

Interest bearing liabilities:

                              

Deposit

 (30) (346) (376) 159  886  1,045  342  461  803 

Borrowings

 36  (32) 4  9  41  50  59  1  60 

Senior notes

 -  (19) (19) 1  (12) (11) 3  (51) (48)

Subordinated debt

 1  (1) -  -  43  43  -  61  61 

Note payable and other

  -   -   -   (1)  -   (1)  (3)  -   (3)
              

Total interest bearing liabilities

  7   (398)  (391)  168   958   1,126   401   472   873 
              

Net interest income

 $668  $(68) $600  $1,376  $1,577  $2,953  $2,962  $2,373  $5,335 

 

RESULTS OF OPERATIONS

 

For the quarterthree months ended March 31,September 30, 2022, interest income and dividend income was $12.0 million, which increased $209,000$4.1 million or 2.6%51.2% as compared to $8.0 million for the quarter ended March 31,September 30, 2021. Total interest expense decreased $391,000was $2.8 million, which increased $1.1 million or 19.7%67.4% as compared to $1.7 million for the quarter ended March 31,September 30, 2021. Net interest income was $6.7$9.2 million for the quarter ended March 31,September 30, 2022, which increased $600,000$2.9 million or 9.8%46.9% from $6.1$6.3 million for the quarter ended March 31, 2021, primarily dueSeptember 30, 2021.

For the nine months ended September 30, 2022, interest income and dividend income was $30.0 million, which increased $6.2 million or 26.0% as compared to $23.8 million for the nine months ended September 30, 2021. Total interest expense was $6.4 million, which increased average loan balances offset by reduction of average deposits balances and lower rates paid on deposits.$873,000 or 15.9% as compared to $5.5 million for the nine months ended September 30, 2021. Net interest income was $23.7 million for the nine months ended September 30, 2022, which increased $5.3 million or 29.1% from $18.4 million for the nine months ended September 30, 2021.

 

The net interest margin showed continued improvement, with an increase to 3.06%3.68% for the quarter ended March 31,September 30, 2022, compared with 2.99%2.81% for the firstthird quarter of 2021. As economic activity continuesFor the nine months ended September 30, 2022, the net interest margin increased to expand, loan balances are expected3.35%, compared to grow, and2.87% for the Bank expects further improvementsnine months ended September 30, 2021.

The 2022 increase in net interest income.income was primarily due to increase in average loan balances accompanied by an increase in net interest margin as rates earned on interest bearing assets increased at a faster pace than the ratees paid on interest bearing liabilities. The improvement in net interest income and margin was also due to the growth in the Bank’s prepaid card business, which resulted in a significant growth in average demand deposits.

 

Provision for Loan Losses

 

Due toFor the three and nine months ended September 30, 2022, a stable economy and improvement in classified loans, no provision for loan losses of $200,000 and $475,000 was recorded, respectively, compared to a credit for loan losses of $300,000 for the three and nine months ended March 31, 2022 andSeptember 30, 2021.

 


 

Non-interest income

 

Non-interest income for the three and nine months ended March 31,September 30, 2022 was $814,000,$654,000 and $2.2 million, respectively, as compared to $442,000$923,000 and $2.1 million for the three and nine months ended March 31, 2021.September 30, 2021, respectively. The increase wasincreases were primarily attributable to increased gains fromon sales of SBA loans totaled $208,000 along with higher non-interest income from the prepaid card program.program in the nine months of 2022.

 

Non-interest expense

 

Non-interest expense for the three and nine months ended March 31,September 30, 2022 increased to $6.4$7.2 million and $20.1 million, respectively, as compared to $5.4$5.7 million and $16.4 million for the three and nine months ended March 31,September 30, 2021. The 2021 first quarternon-interest expense for the nine months ended September 30,2021 included an employee retention creditERC of $843,000,$2.9 million, while no employee retention creditERC was recognized in the 2022 first quarter.2022.

 

Provision for income taxes

 

The Company reported provision for income taxes of $311,000$157,000 and $944,000 for the three and nine months ended March 31,September 30, 2022, respectively, as compared to a provision for income taxes of $319,000$479,000 and $1.2 million for the three and nine months ended March 31, 2021.September 30, 2021, respectively.

 

Liquidity

 

The Company’s balance sheet liquidity towas 9.2% of total assets ratio was 10.4% at March 31,September 30, 2022, compared to 11.4% at December 31, 2021. Liquidity including readily available off-balance sheet funding sources was 19.4%16.2% of total assets at March 31,September 30, 2022, compared to 21.0%21.7% at December 31, 2021.

 

The following categories of assets are considered balance sheet liquidity: cash and due from banks, federal funds sold (if any), short-term investments (if any), loans held for sale, and unpledged available-for-sale securities. In addition, off balance sheet funding sources include collateral basedcollateral-based borrowing available from the FHLB, correspondent bank borrowing lines, and brokered deposits subject to internal limitations.

 

Liquidity is a measure of the Company’s ability to generate adequate cash to meet its financial obligations. The principal cash requirements of a financial institution are to cover downward fluctuations in deposit accounts. Management believes the Company’s liquid assets provide sufficient coverage to satisfy loan demand, cover potential fluctuations in deposit accounts, and to meet other anticipated operational cash requirements.

 

Management manages its capital resources by seeking to maintain a capital structure that will ensure an adequate level of capital to support anticipated asset growth and absorb potential losses while effectively leveraging capital to enhance profitability and return to shareholders. Dividends have not been paid to shareholders since 2020 but may resume in future periods.

 

The primary source of liquidity at the Company is returns of capital from the Bank. These capital returns are subject to OCC approval and are needed periodically to provide funds needed to service debt payments at the Company.

 

Capital

 

In September 2019, the community bank leverage ratio (CBLR) framework was jointly issued by the FDIC, OCC and FRB. The final rule gives qualifying community banks the option to use a simplified measure of capital adequacy instead of risk basedrisk-based capital, beginning with their March 31, 2020 Call Report. Under the final rule a community bank may qualify for the CBLR framework if it has a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. In September 2021, the Bank adopted the CBLR framework. The Bank’s Tier 1 leverage ratio as of March 31,September 30, 2022 and December 31, 2021 was 9.94%9.23% and 9.86%, respectively, which is above the well-capitalized required level of 9.0%.

 

Management continuously assesses the adequacy of the Bank’s capital with the goal to maintain a “well capitalized” classification.

 


 

IMPACT OF INFLATION AND CHANGING PRICES

 

The Company’s consolidated financial statements have been prepared in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the prices of goods and services. Notwithstanding this, inflation can directly affect the value of loan collateral, in particular, real estate. Inflation, deflation or disinflation could significantly affect the Company’s earnings in future periods.

 

Item 3: Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is defined as the sensitivity of income to fluctuations in interest rates, foreign exchange rates, equity prices, commodity prices and other market-driven rates or prices. The Company’s market risk is primarily limited to interest rate risk.

 

The Company’s goal is to maximize long term profitability while minimizing its exposure to interest rate fluctuations. The first priority is to structure and price the Company’s assets and liabilities to maintain an acceptable interest rate spread while reducing the net effect of changes in interest rates. In order to accomplish this, the focus is on maintaining a proper balance between the timing and volume of assets and liabilities re-pricing within the balance sheet. One method of achieving this balance is to originate variable rate loans for the portfolio and purchase short-term investments to offset the increasing short-term re-pricing of the liability side of the balance sheet. In fact, a number of the interest-bearing deposit products have no contractual maturity. Therefore, deposit balances may run off unexpectedly due to changing market conditions. Additionally, loans and investments with longer term rate adjustment frequencies can be matched against longer term deposits and borrowings to lock in a desirable spread.

 

The exposure to interest rate risk is monitored by the Management Asset and Liability Committee consisting of senior management personnel. The Committee reviews the interrelationships within the balance sheet to maximize net interest income within acceptable levels of risk. This Committee reports to the Board of Directors. In addition to the Management Asset and Liability Committee, there is a Board Asset and Liability Committee (“ALCO”), which meets quarterly. ALCO monitors the interest rate risk analyses, reviews investment transactions during the period and determines compliance with the Company’s Investment, ALCO and Liquidity policies.

 

Management analyzes the Company’s interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income simulation and gap analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest sensitive.” An asset or liability is said to be interest sensitive within a specific time period if it will mature or reprice within that time period.

 

Management’s goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income. Interest income simulations are completed quarterly and presented to ALCO. The simulations provide an estimate of the impact of changes in interest rates on net interest income under a range of assumptions. Changes to these assumptions can significantly affect the results of the simulations. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates.

 

Simulation analysis is only an estimate of the Company’s interest rate risk exposure at a particular point in time. Management regularly reviews the potential effect changes in interest rates could have on the repayment of rate-sensitive assets and funding requirements of rate-sensitive liabilities.

 


 

The tables below set forth examples of changes in estimated net interest income and the estimated net portfolio value based on projected scenarios of interest rate increases and decreases. The analyses indicate the rate risk embedded in the Company’s portfolio at the dates indicated should all interest rates instantaneously rise or fall. The results of these changes are added to or subtracted from the base case; however, there are certain limitations to these types of analyses. Rate changes are rarely instantaneous and these analyses may therefore overstate the impact of short-term repricings. As a result of the historically low interest rate environment, the calculated effects of the 100 and 200 basis point downward shocks cannot absolutely reflect the risk to earnings and equity, since the interest rates on certain balance sheet items have approached their minimums. Therefore, it is not possible for the analyses to fully measure the true impact of these downward shocks.

 

(In thousands)

                                    
  

Net Portfolio Value - Performance Summary

   

Net Portfolio Value - Performance Summary

 
  

As of March 31, 2022

  

As of December 31, 2021

   

As of September 30, 2022

  

As of December 31, 2021

 

Projected Interest
Rate Scenario

  

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

  

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

   

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

  

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

 

+200

  $155,940  $(10,562) -6.3%  $116,941  $(15,137) -11.5%   $160,041  $(20,080) -11.1% $116,941  $(15,137) -11.5%

+100

  163,752  (2,750) -1.7%  126,152  (5,926) -4.5%   172,516  (7,605) -4.2% 126,152  (5,926) -4.5%

BASE

  166,502  -  -  132,078  -  -   180,121  -  -  132,078  -  - 
-100  165,913  (589) -0.4%  135,803  3,725  2.8%   183,824  3,703  2.1% 135,803  3,725  2.8%
-200  158,073  (8,429) -5.1%  134,277  2,199  1.7%   178,114  (2,007) -1.1% 134,277  2,199  1.7%

 

 

(In thousands)

  

Net Interest Income - Performance Summary

   

Net Interest Income - Performance Summary

 
  

March 31, 2022

  

December 31, 2021

   

September 30, 2022

  

December 31, 2021

 

Projected Interest
Rate Scenario

  

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

  

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

   

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

  

Estimated
Value

  

Change from
Base ($)

  

Change from
Base (%)

 

+200

  $35,270  $1,433  4.2%  $31,521  $45  0.1%   $44,066  $(2) 0.0% $31,521  $45  0.1%

+100

  34,635  798  2.4%  31,575  99  0.3%   44,224  156  0.4% 31,575  99  0.3%

BASE

  33,837  -  -  31,476  -  -   44,068  -  -  31,476  -  - 
-100  33,079  (758) -2.2%  31,587  111  0.4%   43,389  (679) -1.5% 31,587  111  0.4%
-200  32,884  (953) -2.8%  31,548  72  0.2%   41,484  (2,584) -5.9% 31,548  72  0.2%

 


 

Item 4: Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Patriot maintains disclosure controls and procedures that are designed to provide reasonable assurance that information that is required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to management in a timely fashion.

 

Patriot’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of its disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, Patriot’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, Patriot’s disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended March 31,September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In addition, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and/or procedures may deteriorate.

 


 

PART II - OTHER INFORMATION

 

Item 1:Legal Proceedings

 

Patriot does not have any pending legal proceedings, other than ordinary routine litigation, incidental to its business, to which Patriot is a party or any of its property is subject. Management is of the opinion that the ultimate disposition of these routine legal matters will not have a material adverse effect on the consolidated financial condition, results of operations, or liquidity of Patriot.

 

Item 5: Other Information

 

None.

 


 

ITEM 6:Exhibits

ITEM 6:

Exhibits

The exhibits marked with the section symbol (#) are interactive data files.

No.

Description

2.1**

Agreement and Plan of Merger, dated as of November 14, 2021, by and among Patriot National Bancorp, Inc., American Challenger Development Corp. and Next Special, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 16, 2021).

 

2.2

2.1

Amendment No. 1 to the MergerTermination and Release Agreement, dated as of January 28,July 18, 2022, by and among Patriot National Bancorp, Inc., Next Special, Inc., and American Challenger Development Corp. (incorporated by reference to Exhibit 2.110.1 to the Company’s Current Report on Form 8-K filed on February 3,July 20, 2022).

 

2.3

Amendment No. 2 to the Merger Agreement, dated as of February 28, 2022, by and among Patriot National Bancorp, Inc., Next Special, Inc., and American Challenger Development Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 1, 2022).

3(i)

Certificate of Incorporation of Patriot National Bancorp, Inc. (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed on December 1, 1999).

 

3(i)(A)

Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp, Inc. dated July 16, 2004 (incorporated by reference to Exhibit 3(i)(A) to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004 filed on March 25, 2005).

 

3(i)(B)

Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp, Inc. dated June 15, 2006 (incorporated by reference to Exhibit 3(i)(B) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed on November 14, 2006).

 

3(i) (C)

Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp Inc. dated October 6, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 21, 2010)

 

3(ii)

Amended and Restated By-laws of Patriot National Bancorp, Inc. (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on November 1, 2010)

 

31(1)  

4.1

Form of Senior Note due 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 24, 2022.

31(1)

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 

31(2)

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 

32*

Section 1350 Certifications

 

101.INS#

Inline XBRL Instance Document

 

101.SCH#

Inline XBRL Schema Document

 

101.CAL#

Inline XBRL Calculation Linkbase Document

 

101.LAB#

Inline XBRL Labels Linkbase Document

 

101.PRE#

Inline XBRL Presentation Linkbase Document

 

101.DEF#

Inline XBRL Definition Linkbase Document

 

104

Cover Page Interactive Data File (embedded with the Inline XBRL and contained in Exhibit 101)

 

The exhibits marked with the section symbol (#) are interactive data files.

 

* The certification is being furnished and shall not be deemed filed.

 

54

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 13,November 14, 2022

Patriot National Bancorp, Inc. (Registrant)

    

By:

By:

/s/ Joseph D. Perillo

Joseph D. Perillo

Executive Vice President and Chief Financial Officer

 

5558