pnbk20220630_10q.htm
 
 
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 June 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
(Registrant ’ s 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 August 10, 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)
8
 
 
 
 
 
 
Notes to Consolidated Financial Statements (Unaudited)
10
 
 
 
 
 
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
41
 
 
 
 
 
Item 3: Quantitative and Qualitative Disclosures about Market Risk
54
 
 
 
 
 
Item 4: Disclosure Controls and Procedures
56
 
 
 
 
PART II - OTHER INFORMATION
57
 
 
 
 
 
Item 1: 
Legal Proceedings
57
 
 
 
 
 
Item 5:
Other Information
57
 
 
 
 
 
Item 6: 
Exhibits
58
 
 
 
 
SIGNATURES
59
 
2
 
 
 
PART I- FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
    June 30, 2022
    December 31, 2021
 
(In thousands, except share data)
  Unaudited
    Audited
 
                 
Assets
               
Cash and due from banks:
               
Noninterest bearing deposits and cash
  $ 4,507     $ 3,264  
Interest bearing deposits
    33,009       43,781  
Total cash and cash equivalents
    37,516       47,045  
Investment securities:
               
Available-for-sale securities, at fair value
    76,971       94,341  
Other investments, at cost
    4,450       4,450  
Total investment securities
    81,421       98,791  
                 
Federal Reserve Bank stock, at cost
    2,762       2,843  
Federal Home Loan Bank stock, at cost
    4,474       4,184  
Loans receivable (net of allowance for loan losses: 2022: $9,929 and 2021: $9,905 )
    849,178       729,583  
Loans held for sale
    7,556       3,129  
Accrued interest and dividends receivable
    5,727       5,822  
Premises and equipment, net
    31,128       31,500  
Deferred tax asset
    14,910       12,146  
Goodwill
    1,107       1,107  
Core deposit intangible, net
    273       296  
Other assets
    13,128       12,035  
Total assets
  $ 1,049,180     $ 948,481  
                 
Liabilities
               
Deposits:
               
Noninterest bearing deposits
  $ 271,165     $ 226,713  
Interest bearing deposits
    575,618       521,849  
Total deposits
    846,783       748,562  
                 
Federal Home Loan Bank and correspondent bank borrowings
    100,000       90,000  
Senior notes, net
    12,000       12,000  
Subordinated debt, net
    9,825       9,811  
Junior subordinated debt owed to unconsolidated trust, net
    8,123       8,119  
Note payable
    689       791  
Advances from borrowers for taxes and insurance
    2,967       1,101  
Accrued expenses and other liabilities
    8,991       10,753  
Total liabilities
    989,378       881,137  
                 
Commitments and Contingencies
                   
                 
Shareholders' equity
               
Preferred stock, no par value; 1,000,000 shares authorized, no shares issued and outstanding
    -       -  
Common stock, $.01 par value, 100,000,000 shares authorized; As of June 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.
    106,520       106,479  
Accumulated deficit
    ( 35,433 )     ( 37,498 )
Accumulated other comprehensive loss
    ( 11,285 )     ( 1,637 )
Total shareholders' equity
    59,802       67,344  
Total liabilities and shareholders' equity
  $ 1,049,180     $ 948,481  
 
See Accompanying Notes to Consolidated Financial Statements.
 
3
 
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
    Three Months Ended June 30,
    Six Months Ended June 30,
 
(In thousands, except per share amounts)
  2022
    2021
    2022
    2021
 
                                 
Interest and Dividend Income
                               
Interest and fees on loans
  $ 9,044     $ 7,267     $ 16,708     $ 15,010  
Interest on investment securities
    510       420       1,080       730  
Dividends on investment securities
    65       57       130       91  
Other interest income
    68       23       89       47  
Total interest and dividend income
    9,687       7,767       18,007       15,878  
                                 
Interest Expense
                               
Interest on deposits
    757       623       1,166       1,408  
Interest on Federal Home Loan Bank borrowings
    747       741       1,484       1,474  
Interest on senior debt
    210       228       420       457  
Interest on subordinated debt
    251       233       485       467  
Interest on note payable and other
    2       4       6       8  
Total interest expense
    1,967       1,829       3,561       3,814  
                                 
Net interest income
    7,720       5,938       14,446       12,064  
                                 
Provision for loan losses
    275       -       275       -  
                                 
Net interest income after provision for loan losses
    7,445       5,938       14,171       12,064  
                                 
Non-interest Income
                               
Loan application, inspection and processing fees
    89       61       176       124  
Deposit fees and service charges
    60       64       124       129  
Gains on sales of loans
    301       258       509       352  
Rental income
    132       140       324       270  
Gain on sale of investment securities
    -       93       -       93  
Other income
    216       137       479       227  
Total non-interest income
    798       753       1,612       1,195  
                                 
Non-interest Expense
                               
Salaries and benefits
    3,763       2,447       7,109       4,663  
Occupancy and equipment expense
    881       778       1,717       1,698  
Data processing expense
    283       362       613       712  
Professional and other outside services
    559       714       1,348       1,566  
Project expenses, net
    29       1       81       11  
Advertising and promotional expense
    73       77       141       139  
Loan administration and processing expense
    42       14       147       38  
Regulatory assessments
    179       208       353       436  
Insurance expense, net
    76       75       153       135  
Communications, stationery and supplies
    139       144       274       289  
Other operating expense
    478       466       995       994  
Total non-interest expense
    6,502       5,286       12,931       10,681  
                                 
Income before income taxes
    1,741       1,405       2,852       2,578  
                                 
Provision for income taxes
    476       383       787       702  
                                 
Net income
  $ 1,265     $ 1,022     $ 2,065     $ 1,876  
                                 
Basic earnings per share
  $ 0.32     $ 0.26     $ 0.52     $ 0.48  
Diluted earnings per share
  $ 0.32     $ 0.26     $ 0.52     $ 0.47  
  
See Accompanying Notes to Consolidated Financial Statements.
 
4
 
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
 
(In thousands)
  Three Months Ended June 30,
    Six Months Ended June 30,
 
    2022
    2021
    2022
    2021
 
                                 
Net income
  $ 1,265     $ 1,022     $ 2,065     $ 1,876  
Other comprehensive (loss) income
                               
Securities available-for-sale:
                               
Unrealized holding (loss) gain on securities
    ( 5,614 )     1,081       ( 13,003 )     852  
Income tax effect
    1,448       ( 279 )     3,355       ( 220 )
Reclassification for realized gain on sale of investment securities
    -       ( 93 )     -       ( 93 )
Income tax effect
    -       24       -       24  
Total securities available-for-sale
    ( 4,166 )     733       ( 9,648 )     563  
Derivative instruments:
                               
Unrealized holding gain on cash flow hedge
    -       253       -       253  
Income tax effect
    -       ( 66 )     -       ( 66 )
Reclassification adjustment for net gain included in net income
    -       ( 85 )     -       ( 85 )
Income tax effect
    -       22       -       22  
Total derivative instruments
    -       124       -       124  
                                 
Total other comprehensive (loss) income
    ( 4,166 )     857       ( 9,648 )     687  
Comprehensive (loss) income
  $ ( 2,901 )   $ 1,879     $ ( 7,583 )   $ 2,563  
 
See Accompanying Notes to Consolidated Financial Statements.
 
5
 
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (Unaudited)
 
         Three Months Ended June 30, 2022
 
(In thousands, except shares)
  Number
of Shares
    Common
Stock
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
(Loss)
    Total
 
                                         
Balance at March 31, 2022
    3,956,492     $ 106,500     $ ( 36,698 )   $ ( 7,119 )   $ 62,683  
Comprehensive income (loss):
                                       
Net income
    -       -       1,265       -       1,265  
Unrealized holding loss on available-for-sale securities, net of tax
    -       -       -       ( 4,166 )     ( 4,166 )
Total comprehensive income (loss)
    -       -       1,265       ( 4,166 )     ( 2,901 )
Share-based compensation expense
    -       20       -       -       20  
Vesting of restricted stock
    777       -       -       -       -  
Balance at June 30, 2022
    3,957,269     $ 106,520     $ ( 35,433 )   $ ( 11,285 )   $ 59,802  
 
 
     Six Months Ended June 30, 202
 
(In thousands, except shares)
  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  
Comprehensive income:
                                       
Net income
    -       -       2,065       -       2,065  
Unrealized holding loss on available-for-sale securities, net of tax
    -       -       -       ( 9,648 )     ( 9,648 )
Total comprehensive income (loss)
    -       -       2,065       ( 9,648 )     ( 7,583 )
Share-based compensation expense
    -       41       -       -       41  
Vesting of restricted stock
    777       -       -       -       -  
Balance at June 30, 2022
    3,957,269     $ 106,520     $ ( 35,433 )   $ ( 11,285 )   $ 59,802  
 
See Accompanying Notes to Consolidated Financial Statements.
 
6
 
 
    Three Months Ended June 30, 2021
 
(In thousands, except shares)
  Number of
Shares
    Common
Stock
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
 
                                         
Balance at March 31, 2021
    3,944,272     $ 106,363     $ ( 41,738 )   $ ( 688 )   $ 63,937  
Comprehensive income (loss):
                                       
Net income
    -       -       1,022       -       1,022  
Unrealized holding gain on available-for-sale securities, net of tax
    -       -       -       733       733  
Unrealized holding gain on cash flow hedge, net of tax
    -       -       -       124       124  
Total comprehensive income
    -       -       1,022       857       1,879  
Share-based compensation expense
    -       46       -       -       46  
Vesting of restricted stock
    3,004       -       -       -       -  
Balance at June 30, 2021
    3,947,276     $ 106,409     $ ( 40,716 )   $ 169     $ 65,862  
 
 
          Six Months Ended June 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
    -       -       1,876       -       1,876  
Unrealized holding gain on available-for-sale securities, net of tax
    -       -       -       563       563  
Unrealized holding gain on cash flow hedge, net of tax
    -       -       -       124       124  
Total comprehensive income
    -       -       1,876       687       2,563  
Share-based compensation expense
    -       80       -       -       80  
Vesting of restricted stock
    3,704       -       -       -       -  
Balance at June 30, 2021
    3,947,276     $ 106,409     $ ( 40,716 )   $ 169     $ 65,862  
 
See Accompanying Notes to Consolidated Financial Statements.
 
7
 
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
(In thousands)
  Six Months Ended June 30,
 
    2022
    2021
 
Cash Flows from Operating Activities:
               
Net income
  $ 2,065     $ 1,876  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
(Accretion) amortization of investment (discounts) premiums, net
    ( 13 )     206  
Amortization and accretion of purchase loan premiums and discounts, net
    1,245       716  
Amortization of debt issuance costs
    18       56  
Amortization of core deposit intangible
    23       24  
Amortization of servicing assets of sold SBA loans
    30       10  
Provision for loan losses
    275       -  
Depreciation and amortization
    653       757  
Gain on sales of available-for-sale securities
    -       ( 93 )
Share-based compensation
    41       80  
Decrease in deferred income taxes
    591       696  
Originations of SBA loans held for sale
    ( 11,305 )     ( 5,013 )
Proceeds from sale of SBA loans held for sale
    7,315       3,665  
Gains on sale of SBA loans held for sale, net
    ( 509 )     ( 352 )
Net gain on sale and write-down of other real estate owned
    -       ( 2 )
Changes in assets and liabilities:
               
Decrease in accrued interest and dividends receivable
    95       413  
Increase in other assets
    ( 712 )     ( 2,403 )
Decrease in accrued expenses and other liabilities
    ( 2,053 )     ( 151 )
Net cash (used in) provided by operating activities
    ( 2,241 )     485  
                 
Cash Flows from Investing Activities:
               
Proceeds from maturity or sales on available-for-sale securities
    3,600       22,788  
Principal repayments on available-for-sale securities
    3,819       5,361  
Purchases of available-for-sale securities
    ( 3,039 )     ( 81,764 )
Redemptions of Federal Reserve Bank stock
    81       39  
(Purchases) redemptions of Federal Home Loan Bank stock
    ( 290 )     318  
Origination of loans receivable
    ( 138,414 )     ( 59,362 )
Purchases of loans receivable
    ( 98,720 )     ( 44,783 )
Payments received on loans receivable
    115,960       162,698  
Purchases of premises and equipment
    ( 270 )     ( 179 )
Proceeds from sale of other real estate owned
    -       692  
Net cash (used in) provided by investing activities
    ( 117,273 )     5,808  
                 
Cash Flows from Financing Activities:
               
Increase in deposits
    98,221       75,542  
Increase in FHLB borrowings
    10,000       -  
Principal repayments of note payable
    ( 102 )     ( 101 )
Decrease (increase) in advances from borrowers for taxes and insurance
    1,866       ( 179 )
Net cash provided by financing activities
    109,985       75,262  
                 
Net (decrease) increase in cash and cash equivalents
    ( 9,529 )     81,555  
                 
Cash and cash equivalents at beginning of period
    47,045       34,636  
                 
Cash and cash equivalents at end of period
  $ 37,516     $ 116,191  
 
8
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
 
(In thousands)
  Six Months Ended June 30,
 
    2022
    2021
 
Supplemental Disclosures of Cash Flow Information:
               
Cash paid for interest
  $ 3,482     $ 3,993  
Cash paid for income taxes
  $ 102     $ 47  
                 
Non-cash transactions:
               
Capitalized servicing assets
  $ 131     $ 74  
Transfers of loans held for sale to loans receivable
  $ 72     $ 281  
                 
Operating lease right-of-use assets
  $ 80     $ -  
                 
Decrease in interest rate swaps
  $ ( 637 )   $ ( 294 )
                 
Increase in interest rate swaps - cash flow hedges
  $ -     $ 168  
                 
Capital raise deferred costs
  $ 1,094     $ -  
                 
Purchases of available-for-sale securities
  $ -     $ 5,089  
                 
Decrease in premises and equipment
  $ -     $ ( 94 )
Reclass of premises and equipment to implementation cost
  $ -     $ 52  
Decrease in accrued expense and other liabilities
  $ -     $ ( 42 )
  
See Accompanying Notes to Consolidated Financial Statements.                
 
9
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 1.     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 six months ended June 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
 
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.
 
10
 
 
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 Instruments — Credit 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
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 3.     Available-for-Sale Securities
 
The amortized cost, gross unrealized gains, gross unrealized losses and fair values of available-for-sale securities at June 30, 2022 and December 31, 2021 are as follows:
 
(In thousands)
  Amortized
Cost
    Gross
Unrealized
Gains
    Gross
Unrealized
(Losses)
    Fair
Value
 
June 30, 2022:
                               
U. S. Government agency and mortgage-backed securities
  $ 64,261     $ -     $ ( 10,176 )   $ 54,085  
Corporate bonds
    19,790       5       ( 4,151 )     15,644  
Subordinated notes
    2,000       -       ( 79 )     1,921  
SBA loan pools
    5,567       -       ( 745 )     4,822  
Municipal bonds
    562       -       ( 63 )     499  
    $ 92,180     $ 5     $ ( 15,214 )   $ 76,971  
                                 
December 31, 2021:
                               
U. S. Government agency and mortgage-backed securities
  $ 67,850     $ 24     $ ( 1,245 )   $ 66,629  
Corporate bonds
    17,754       118       ( 951 )     16,921  
Subordinated notes
    4,608       35       ( 17 )     4,626  
SBA loan pools
    5,772       -       ( 169 )     5,603  
Municipal bonds
    563       1       ( 2 )     562  
    $ 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 June 30, 2022 and December 31, 2021:
 
(In thousands)
  Less than 12 Months
    12 Months or More
    Total
 
    Fair
Value
    Unrealized
(Loss)
    Fair
Value
    Unrealized
(Loss)
    Fair
Value
    Unrealized
(Loss)
 
June 30, 2022:
                                               
U. S. Government agency and mortgage-backed securities
  $ 46,311     $ ( 8,388 )   $ 7,771     $ ( 1,788 )   $ 54,082     $ ( 10,176 )
Corporate bonds
    14,888       ( 4,151 )     -       -       14,888       ( 4,151 )
Subordinated notes
    1,921       ( 79 )     -       -       1,921       ( 79 )
SBA loan pools
    2,336       ( 361 )     2,486       ( 384 )     4,822       ( 745 )
Municipal bonds
    499       ( 63 )     -       -       499       ( 63 )
    $ 65,955     $ ( 13,042 )   $ 10,257     $ ( 2,172 )   $ 76,212     $ ( 15,214 )
                                                 
December 31, 2021:
                                               
U. S. Government agency and mortgage-backed securities
  $ 60,606     $ ( 1,196 )   $ 1,610     $ ( 49 )   $ 62,216     $ ( 1,245 )
Corporate bonds
    15,042       ( 951 )     -       -       15,042       ( 951 )
Subordinated notes
    -       -       1,092       ( 17 )     1,092       ( 17 )
SBA loan pools
    5,603       ( 169 )     -       -       5,603       ( 169 )
Municipal bonds
    406       ( 2 )     -       -       406       ( 2 )
    $ 81,657     $ ( 2,318 )   $ 2,702     $ ( 66 )   $ 84,359     $ ( 2,384 )
 
As of June 30, 2022 and December 31, 2021, thirty-eight of thirty-nine and thirty-two of thirty-nine available-for-sale securities had unrealized losses with an aggregate decline of 16.6 % and 2.7 % from the amortized cost of those securities, respectively.
 
12
 
 
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, none of the available-for-sale securities noted are considered to be OTTI as of June 30, 2022.
 
As of June 30, 2022 and December 31, 2021, available-for-sale securities of $ 30.6 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 June 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
 
    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
 
June 30, 2022:
                                                               
Corporate bonds
  $ 7,790     $ 12,000     $ -     $ 19,790     $ 6,761     $ 8,883     $ -     $ 15,644  
Subordinated notes
    -       2,000       -       2,000       -       1,921       -       1,921  
SBA loan pools
    -       -       5,567       5,567       -       -       4,822       4,822  
Municipal bonds
    -       562       -       562       -       499       -       499  
Available-for-sale securities with stated maturity dates
    7,790       14,562       5,567       27,919       6,761       11,303       4,822       22,886  
U. S. Government agency and mortgage-backed securities
    9,986       406       53,869       64,261       8,184       391       45,510       54,085  
    $ 17,776     $ 14,968     $ 59,436     $ 92,180     $ 14,945     $ 11,694     $ 50,332     $ 76,971  
                                                                 
December 31, 2021:
                                                               
Corporate bonds
  $ 17,754     $ -     $ -     $ 17,754     $ 16,921     $ -     $ -     $ 16,921  
Subordinated notes
    -       4,608       -       4,608       -       4,626       -       4,626  
SBA loan pools
    -       -       5,772       5,772       -       -       5,603       5,603  
Municipal bonds
    -       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  
U. S. Government agency and mortgage-backed securities
    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  
 
13
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
During the six months ended June 30, 2022, the Bank purchased $ 2.0 million corporate bonds and $ 1.0 million subordinated notes. During the six months ended June 30, 2021, the Bank purchased $ 61.7 million U.S. Government agency mortgage-backed securities, $ 14.2 million Corporate bonds, and $ 5.9 million SBA government guaranteed loan pools securities. There was no sale of available-for-sale securities in the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, the Bank sold $ 4.3 million U.S. Government agency mortgage-backed securities, $ 14.0 million Corporate bonds, and $ 4.5 million Subordinated notes, and recognized a net gain on sale of securities of $ 93,000 .
 
 
Note 4.     Loans Receivable and Allowance for Loan and Lease Losses
 
As of June 30, 2022 and December 31, 2021, loans receivable, net, consisted of the following:
 
(In thousands)
  June 30, 2022
    December 31, 2021
 
Loan portfolio segment:
               
Commercial Real Estate
  $ 448,884     $ 365,247  
Residential Real Estate
    138,739       158,591  
Commercial and Industrial
    133,281       122,810  
Consumer and Other
    122,858       59,364  
Construction
    12,221       21,781  
Construction to Permanent - CRE
    3,124       11,695  
Loans receivable, gross
    859,107       739,488  
Allowance for loan and lease losses
    ( 9,929 )     ( 9,905 )
Loans receivable, net
  $ 849,178     $ 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.
 
Risk characteristics of the Company ’ s 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 six months ended June 30, 2022, Patriot purchased zero and $ 20.7 million of commercial real estate loans, respectively. There were no commercial real estate loans purchased during the three and six months ended June 30, 2021.
 
14
 
 
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 first half of 2022, Patriot did not purchase any residential real estate loans. During the three and six months ended June 30, 2021, Patriot purchased $ 26.7 million and $ 42.7 million of residential real estate loans, 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 $ 16.4 million and $ 19.6 million at June 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.
 
During the three and six months ended June 30, 2022, Patriot purchased unsecured consumer loans of $ 32.0 million and $ 50.3 million, respectively. In addition, Patriot purchased $ 27.7 million home equity line of credit loans (“HELOC”). During the three and six months ended June 30, 2021, Patriot purchased $ 2.1 million unsecured consumer loans.
 
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.
 
15
 
 
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 $ 30.1 million and $ 27.1 million as of June 30, 2022 and December 31, 2021, respectively. During the first half of 2022, SBA loans previously classified as held for sale of $ 72,000 were transferred to held for investment. During the first half of 2021, $ 281,000 SBA loans were transferred from held for sale to held for investment.
 
Small Business Administration Paycheck Protection Program
 
Under the Paycheck Protection Program of 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 participated in the SBA’s Paycheck Protection Program in 2021.
 
Paycheck Protection Program loans totaled $ 194,000 and $ 919,000 as of June 30, 2022 and December 31, 2021, respectively, which are included in the commercial and industrial loan classifications.
 
16
 
 
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 six months ended June 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
 
Three months ended June 30, 2022
                                                         
Allowance for loan and lease losses:
                                                         
March 31, 2022
  $ 4,889     $ 1,512     $ 2,860     $ 319     $ 56     $ 9     $ 92     $ 9,737  
Charge-offs
    -       -       -       ( 100 )     -       -       -       ( 100 )
Recoveries
    -       -       11       6       -       -       -       17  
Provisions (credits)
    91       ( 117 )     ( 555 )     838       2       6       10       275  
June 30, 2022
  $ 4,980     $ 1,395     $ 2,316     $ 1,063     $ 58     $ 15     $ 102     $ 9,929  
                                                                 
Three months ended June 30, 2021
                                                         
Allowance for loan and lease losses:
                                                         
March 31, 2021
  $ 4,154     $ 1,909     $ 3,624     $ 382     $ 280     $ 77     $ -     $ 10,426  
Charge-offs
    ( 9 )     -       -       ( 2 )     ( 69 )     -       -       ( 80 )
Recoveries
    -       -       12       4       -       -       -       16  
Provisions (credits)
    ( 66 )     94       ( 424 )     7       158       67       164       -  
June 30, 2021
  $ 4,079     $ 2,003     $ 3,212     $ 391     $ 369     $ 144     $ 164     $ 10,362  
 
 
(In thousands)
  Commercial
Real Estate
    Residential
Real Estate
    Commercial
and
Industrial
    Consumer
and
Other
    Construction
    Construction
to
Permanent
- CRE
    Unallocated
    Total
 
Six Months ended June 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
    -       -       ( 68 )     ( 147 )     ( 70 )     -       -       ( 285 )
Recoveries
    -       1       26       7       -       -       -       34  
Provisions (credits)
    ( 83 )     ( 306 )     ( 174 )     950       50       ( 26 )     ( 136 )     275  
June 30, 2022
  $ 4,980     $ 1,395     $ 2,316     $ 1,063     $ 58     $ 15     $ 102     $ 9,929  
                                                                 
Six Months ended June 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 )     ( 209 )     ( 20 )     ( 69 )     -       -       ( 352 )
Recoveries
    -       -       24       106       -       -       -       130  
Provisions (credits)
    ( 355 )     627       113       10       ( 301 )     ( 18 )     ( 76 )     -  
June 30, 2021
  $ 4,079     $ 2,003     $ 3,212     $ 391     $ 369     $ 144     $ 164     $ 10,362  
 
 
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 June 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
 
June 30, 2022
                                                               
Allowance for loan and lease losses:
                                                         
Individually evaluated for impairment
  $ 1,900     $ 4     $ 986     $ -     $ -     $ -     $ -     $ 2,890  
Collectively evaluated for impairment
    3,080       1,391       1,330       1,063       58       15       102       7,039  
Total allowance for loan and lease losses
  $ 4,980     $ 1,395     $ 2,316     $ 1,063     $ 58     $ 15     $ 102     $ 9,929  
                                                                 
Loans receivable, gross:
                                                               
Individually evaluated for impairment
  $ 15,366     $ 2,906     $ 4,702     $ 518     $ -     $ -     $ -     $ 23,492  
Collectively evaluated for impairment
    433,518       135,833       128,579       122,340       12,221       3,124       -       835,615  
Total loans receivable, gross
  $ 448,884     $ 138,739     $ 133,281     $ 122,858     $ 12,221     $ 3,124     $ -     $ 859,107  
 
 
(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  
 
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 semi-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 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.
 
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 June 30, 2022.
 
(In thousands)
  Performing (Accruing) Loans
                 
As of June 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
  $ 798     $ -     $ -     $ 798     $ 412,846     $ 413,644     $ -     $ 413,644  
Special mention
    -       -       -       -       18,421       18,421       -       18,421  
Substandard
    853       -       -       853       600       1,453       15,366       16,819  
      1,651       -       -       1,651       431,867       433,518       15,366       448,884  
Residential Real Estate:
                                                               
Pass
    231       -       -       231       135,421       135,652       -       135,652  
Substandard
    -       -       -       -       -       -       3,087       3,087  
      231       -       -       231       135,421       135,652       3,087       138,739  
Commercial and Industrial:
                                                               
Pass
    1,018       -       -       1,018       123,616       124,634       -       124,634  
Special mention
    -       -       -       -       1,712       1,712       -       1,712  
Substandard
    1,896       108       -       2,004       205       2,209       4,726       6,935  
      2,914       108       -       3,022       125,533       128,555       4,726       133,281  
Consumer and Other:
                                                               
Pass
    -       -       -       -       122,690       122,690       -       122,690  
Substandard
    -       -       -       -       23       23       145       168  
      -       -       -       -       122,713       122,713       145       122,858  
Construction:
                                                               
Pass
    -       -       -       -       12,221       12,221       -       12,221  
      -       -       -       -       12,221       12,221       -       12,221  
Construction to Permanent - CRE:
                                                         
Pass
    -       -       -       -       3,124       3,124       -       3,124  
      -       -       -       -       3,124       3,124       -       3,124  
                                                                 
Total
  $ 4,796     $ 108     $ -     $ 4,904     $ 830,879     $ 835,783     $ 23,324     $ 859,107  
                                                                 
Loans receivable, gross:
                                                               
Pass
  $ 2,047     $ -     $ -     $ 2,047     $ 809,918     $ 811,965     $ -     $ 811,965  
Special mention
    -       -       -       -       20,133       20,133       -       20,133  
Substandard
    2,749       108       -       2,857       828       3,685       23,324       27,009  
Loans receivable, gross
  $ 4,796     $ 108     $ -     $ 4,904     $ 830,879     $ 835,783     $ 23,324     $ 859,107  
 
20
 
 
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
                 
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
 
Loan portfolio segment:
                                                               
Commercial Real Estate:
                                                               
Pass
  $ 696     $ -     $ -     $ 696     $ 324,858     $ 325,554     $ -     $ 325,554  
Special mention
    -       -       -       -       16,625       16,625       -       16,625  
Substandard
    -       -       -       -       7,364       7,364       15,704       23,068  
      696       -       -       696       348,847       349,543       15,704       365,247  
Residential Real Estate:
                                                               
Pass
    -       -       -       -       154,044       154,044       -       154,044  
Special mention
    -       -       -       -       1,399       1,399       -       1,399  
Substandard
    -       -       -       -       -       -       3,148       3,148  
      -       -       -       -       155,443       155,443       3,148       158,591  
Commercial and Industrial:
                                                               
Pass
    243       -       -       243       114,306       114,549       -       114,549  
Special mention
    -       -       -       -       1,951       1,951       -       1,951  
Substandard
    -       -       -       -       2,209       2,209       4,101       6,310  
      243       -       -       243       118,466       118,709       4,101       122,810  
Consumer and Other:
                                                               
Pass
    -       26       2       28       59,171       59,199       -       59,199  
Substandard
    -       -       -       -       23       23       142       165  
      -       26       2       28       59,194       59,222       142       59,364  
Construction:
                                                               
Pass
    -       -       -       -       21,781       21,781       -       21,781  
      -       -       -       -       21,781       21,781       -       21,781  
Construction to Permanent - CRE:
                                                         
Pass
    -       -       -       -       11,695       11,695       -       11,695  
      -       -       -       -       11,695       11,695       -       11,695  
                                                                 
Total
  $ 939     $ 26     $ 2     $ 967     $ 715,426     $ 716,393     $ 23,095     $ 739,488  
                                                                 
Loans receivable, gross:
                                                               
Pass
  $ 939     $ 26     $ 2     $ 967     $ 685,855     $ 686,822     $ -     $ 686,822  
Special mention
    -       -       -       -       19,975       19,975       -       19,975  
Substandard
    -       -       -       -       9,596       9,596       23,095       32,691  
Loans receivable, gross
  $ 939     $ 26     $ 2     $ 967     $ 715,426     $ 716,393     $ 23,095     $ 739,488  
 
21
 
 
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 June 30, 2022 and December 31, 2021:
 
(In thousands)
  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 June 30, 2022:
                                               
Loan portfolio segment:
                                               
Commercial Real Estate:
                                               
Substandard
  $ -     $ -     $ 6,537     $ 6,537     $ 8,829     $ 15,366  
Residential Real Estate:
                                               
Substandard
    682       -       1,795       2,477       610       3,087  
Commercial and Industrial:
                                               
Substandard
    143       136       4,447       4,726       -       4,726  
Consumer and Other:
                                               
Substandard
    -       -       121       121       24       145  
Total non-accruing loans
  $ 825     $ 136     $ 12,900     $ 13,861     $ 9,463     $ 23,324  
                                                 
As of December 31, 2021:
                                               
Loan portfolio segment:
                                               
Commercial Real Estate:
                                               
Substandard
  $ -     $ -     $ 15,704     $ 15,704     $ -     $ 15,704  
Residential Real Estate:
                                               
Substandard
    -       -       2,419       2,419       729       3,148  
Commercial and Industrial:
                                               
Substandard
    -       491       2,458       2,949       1,152       4,101  
Consumer and Other:
                                               
Substandard
    -       94       28       122       20       142  
Total non-accruing loans
  $ -     $ 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 and $ 221,000 would have been recognized during the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2021, additional interest income (net of cash collected) of approximately $ 154,000 and $ 409,000 would have been recognized, respectively.
 
Interest income collected and recognized on non-accruing loans for the three and six months ended June 30, 2022 was $ 114,000 and $ 204,000 , respectively. During the three and six months ended June 30,2021, interest income collected and recognized on non-accruing loans was $ 77,000 and $ 121,000 , 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.
 
22
 
 
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 June 30, 2022 and December 31, 2021:
 
(In thousands)
  June 30, 2022
    December 31, 2021
 
Loan portfolio segment:
  Number of
Loans
    Recorded
Investment
    Number of
Loans
    Recorded
Investment
 
Commercial Real Estate
    1     $ 8,828       1     $ 8,884  
Residential Real Estate
    3       840       3       870  
Commercial and Industrial
    1       118       0       -  
Consumer and Other
    3       634       3       640  
Total TDR Loans
    8       10,420       7       10,394  
Less:
                               
TDRs included in non-accrual loans
    4       ( 9,721 )     3       ( 9,688 )
Total accrual TDR Loans
    4     $ 699       4     $ 706  
 
The following loans were modified as TDRs during the three and six months ended June 30, 2022:
 
          Outstanding Recorded Investment  
(In thousands)
  Number of Loans
    Pre-Modification
    Post-Modification
 
                         
Loan portfolio segment:
                       
Commercial and Industrial
    1     $ 118     $ 118  
Total TDR Loans
    1     $ 118     $ 118  
 
The following table provides information on how loans were modified as TDRs:
 
(In thousands)
  6/30/2022
 
Payment deferral
    118  
Total
  $ 118  
 
During the three and six months ended June 30, 2021, no loans were modified 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 no defaults of TDRs during the three and six months ended June 30, 2022 and 2021. At June 30, 2022 and December 31, 2021, there were no commitments to advance additional funds under TDRs.
 
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.
 
23
 
 
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 June 30, 2022 and December 31, 2021:
 
(In thousands)
  June 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
  $ 6,537     $ 7,552     $ -     $ 6,820     $ 7,776     $ -  
Residential Real Estate
    2,800       2,745       -       2,847       2,763       -  
Commercial and Industrial
    603       736       -       630       758       -  
Consumer and Other
    518       518       -       523       523       -  
      10,458       11,551       -       10,820       11,820       -  
With a related allowance recorded:
                                         
Commercial Real Estate
  $ 8,829     $ 8,800     $ 1,900       8,884       8,811       1,567  
Residential Real Estate
    446       480       7       461       488       8  
Commercial and Industrial
    4,124       4,798       986       3,471       3,916       723  
Consumer and Other
    167       200       2       166       201       1  
      13,566       14,278       2,895       12,982       13,416       2,299  
                                                 
Impaired Loans, Total:
                                               
Commercial Real Estate
    15,366       16,352       1,900       15,704       16,587       1,567  
Residential Real Estate
    3,246       3,225       7       3,308       3,251       8  
Commercial and Industrial
    4,727       5,534       986       4,101       4,674       723  
Consumer and Other
    685       718       2       689       724       1  
Impaired Loans, Total
  $ 24,024     $ 25,829     $ 2,895     $ 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 six months ended June 30, 2022 and 2021.
 
    Three Months Ended June 30,
    Six Months Ended June 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
  $ 6,611     $ 32     $ 8,188     $ 39     $ 6,697     $ 64     $ 6,979     $ 39  
Residential Real Estate
    2,818       10       4,276       16       2,829       18       4,280       29  
Commercial and Industrial
    607       2       4,741       25       614       5       3,608       71  
Consumer and Other
    520       4       713       1       521       9       854       6  
      10,556       48       17,918       81       10,661       96       15,721       145  
With a related allowance recorded:
                                                         
Commercial Real Estate
    8,843       40       8,813       -       8,858       65       8,812       -  
Residential Real Estate
    453       2       270       5       456       4       201       8  
Commercial and Industrial
    3,967       29       2,031       32       3,766       50       1,161       58  
Consumer and Other
    168       1       86       2       166       2       50       3  
      13,431       72       11,200       39       13,246       121       10,224       69  
Impaired Loans, Total:
                                                               
Commercial Real Estate
    15,454       72       17,001       39       15,555       129       15,791       39  
Residential Real Estate
    3,271       12       4,546       21       3,285       22       4,481       37  
Commercial and Industrial
    4,574       31       6,772       57       4,380       55       4,769       129  
Consumer and Other
    688       5       799       3       687       11       904       9  
Impaired Loans, Total
  $ 23,987     $ 120     $ 29,118     $ 120     $ 23,907     $ 217     $ 25,945     $ 214  
 
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, thirty-six loans totaling $ 24.0 million were identified as impaired at June 30, 2022. Twenty- five out of thirty-six impaired loans totaling $ 23.5 million were individually evaluated for impairment, for which $ 2.9 million of specific reserves were established. The remaining eleven impaired loans with balances under $100,000, totaling $ 532,000 , with a general reserve of $ 5,000 were collectively evaluated, and not individually evaluated for impairment.
 
At December  31,   2021, exposure to the impaired loans was related to thirty-four borrowers. Twenty- three out of thirty-four impaired loans totaling $ 23.2 million, were individually evaluated for impairment, for which $ 2.3 million of specific reserves were established. The remaining eleven 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.
 
25
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 5.     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 June 30, 2022, SBA loans held for sale was $ 7.6 million, consisting of $ 4.3 million SBA commercial real estate loans and $ 3.3 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. During the three and six months ended June 30, 202, $ 72,000 SBA loans previously classified as held for sale were transferred to held for investment. During the three and six months ended June 30, 2021, SBA loans previously classified as held for sale were transferred to held for 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.
 
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 $ 34.8 million and $ 29.6 million at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the servicing asset has a carrying value of $ 685,000 and $ 584,000 , respectively, and fair value of $ 738,000 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 six months ended June 30, 2022 and 2021:
 
(In thousands)
  Three Months Ended June 30,
    Six Months Ended June 30,
 
    2022
    2021
    2022
    2021
 
Beginning balance
  $ 626     $ 327     $ 584     $ 316  
Servicing rights capitalized
    79       57       131       74  
Servicing rights amortized
    ( 12 )     ( 4 )     ( 20 )     ( 10 )
Servicing rights disposed
    ( 8 )     -       ( 10 )     -  
Ending balance
  $ 685     $ 380     $ 685     $ 380  
 
26
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 6.     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 as of June 30, 2022 and December 31, 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 half of 2022 as no events occurred which would trigger an impairment assessment.
 
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”).
 
In connection with the proposed merger, the Company has previously recognized expenses of $ 1.9 million for the full year ended December 31, 2021 and $ 63,000 for the six months ended June 30, 2022. In addition, the Company incurred costs associated with the related capital raise of $ 1.9 million as of June 30, 2022, which have been recognized as deferred charges and included in the other assets on the consolidated balance sheets. The issuance costs will be recognized in accordance with applicable accounting standards and will be expensed in the appropriate period if the capital raise is aborted or recognized as a reduction to capital when the pending capital raise is completed. See Note 14 for related subsequent event.
 
27
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 7.      Deposits
 
The following table presents the balance of deposits held, by category as of June 30, 2022 and December 31, 2021.
 
(In thousands)
  June 30, 2022
    December 31, 2021
 
Non-interest bearing
  $ 271,165     $ 226,713  
                 
Interest bearing:
               
Negotiable order of withdrawal accounts
    35,973       34,741  
Savings
    99,686       109,744  
Money market
    184,103       164,518  
Certificates of deposit, less than $250,000
    169,690       142,246  
Certificates of deposit, $250,000 or greater
    51,491       53,584  
Brokered deposits
    34,675       17,016  
                 
Interest bearing, Total
    575,618       521,849  
                 
Total Deposits
  $ 846,783     $ 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 $ 166.7 million and $ 150.4 million as of June 30, 2022 and December 31, 2021, respectively.
 
As of June 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
 
1 year or less
  $ 96,414     $ 41,826     $ 1,248     $ 139,488  
More than 1 year through 2 years
    40,077       6,151       28,570       74,798  
More than 2 years through 3 years
    14,400       3,014       4,857       22,271  
More than 3 years through 4 years
    3,582       500       -       4,082  
More than 4 years through 5 years
    15,217       -       -       15,217  
    $ 169,690     $ 51,491     $ 34,675     $ 255,856  
 
28
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 8.     Derivatives
 
Derivatives Not Designated in Hedge Relationships
 
Patriot is a party to four 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 two initial interest rate swaps under the program in November 2018, and another two swaps were entered into in May 2019. As of June 30, 2022 and December 31, 2021, Patriot had cash pledged for collateral on its interest rate swaps of $ 1.1 million 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 six months ended June 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 six months ended June 30, 2022. During the three and six months ended June 30, 2021, the Company recognized $ 85,000 of accumulated other comprehensive income that was reclassified into interest income, which was included in interest and fees on loans 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.
 
29
 
 
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
 
June 30, 2022
                                 
Classified in Other Assets:
                                 
Customer interest rate swap
  $ 4,790       6.8       5.25 % 1 Mo. LIBOR + 1.96%
  $ 136  
Customer interest rate swap
    1,381       7.0       4.38 % 1 Mo. LIBOR + 2.00%
    ( 35 )
                                   
Classified in Other Liabilities:
                                 
3rd party interest rate swap
  $ 4,790       6.8       5.25 % 1 Mo. LIBOR + 1.96%
  $ ( 136 )
3rd party interest rate swap
    1,381       7.0       4.38 % 1 Mo. LIBOR + 2.00%
    35  
                                   
December 31, 2021
                                 
Classified in Other Assets:
                                 
Customer interest rate swap
  $ 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  
                                   
Classified in Other Liabilities:
                                 
3rd party interest rate swap
  $ 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 )
 
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 six months ended June 30, 2021:
 
    Three and Six Months Ended
 
(In thousands)
  June 30, 2021
 
Interest rate swap designated as cash flow hedge:
       
Unrealized gain recognized in accumulated other comprehensive income before reclassifications
  $ 253  
Amounts reclassified from accumulated other comprehensive income
    ( 85 )
Income tax effect on items recognized in accumulated other comprehensive income
    ( 44 )
Other comprehensive income
  $ 124  
 
 
 
Note 9.     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 June 30, 2022, 2,837,113 shares of stock were 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 six months ended June 30, 2022 and 2021:
 
Three months ended June 30, 2022:
  Number of
Shares Awarded
    Weighted Average
Grant Date
Fair Value
 
Unvested at March 31, 2022
    21,468     $ 6.48  
Granted
    2,496     $ 17.25  
Vested
    ( 777 )   $ 18.55  
Unvested at June 30, 2022
    23,187     $ 7.24  
                 
Six months ended June 30, 2022:
               
Unvested at December 31, 2021
    21,468     $ 6.48  
Granted
    2,496     $ 17.25  
Vested
    ( 777 )   $ 18.55  
Unvested at June 30, 2022
    23,187     $ 7.24  
 
 
Three months ended June 30, 2021:
  Number of
Shares Awarded
    Weighted Average Grant Date
Fair Value
 
Unvested at March 31, 2021
    17,798     $ 6.88  
Granted
    20,476     $ 10.48  
Vested
    ( 3,004 )   $ 16.90  
Unvested at June 30, 2021
    35,270     $ 8.12  
                 
Six months ended June 30, 2021:
               
Unvested at December 31, 2020
    18,498     $ 7.29  
Granted
    20,476     $ 10.48  
Vested
    ( 3,704 )   $ 17.08  
Unvested at June 30, 2021
    35,270     $ 8.12  
 
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 six months ended June 30, 2022, the Company recognized total share-based compensation expense of $ 20,000 and $ 41,000 , respectively. The share-based compensation attributable to employees of Patriot amounted to $ 8,000 and $ 16,000 , respectively. Included in share-based compensation expense attributable to Patriot’s external directors, were $ 12,000 and $ 25,000 , respectively. The directors received total compensation of $ 37,000 and $ 100,000 respectively, which amounts are included in other operating expenses in the consolidated statements of operations.
 
For the three and six months ended June 30, 2021, the Company recognized total share-based compensation expense of $ 46,000 and $ 80,000 , respectively. The share-based compensation attributable to employees of Patriot amounted to $ 25,000 and $ 40,000 , respectively. Included in share-based compensation expense were $ 21,000 and $ 40,000 attributable to Patriot’s
external directors, who received total compensation of $ 90,000 and $ 184,000 for each of those periods, respectively.
 
Unrecognized compensation expense attributable to the unvested restricted shares outstanding as of June 30, 2022 amounted to $ 205,000 , which amount is expected to be recognized over the weighted average remaining life of the awards of 3.06 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.
 
Retirement Plan
 
Patriot offers employees participation in the Patriot Bank, N.A. 401 (k) Savings Plan (the "401 (k) Plan") 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 match eligible participating employee contributions at the rate of 50 % of the first 6 % of the participants’ salary contributed to the 401 (k) Plan. During the three and six months ended June 30, 2022, Patriot made matching contributions to the 401 (k) Plan of $ 67,000 and $ 141,000 , respectively. During the three and six months ended June 30, 2021, compensation expense under the 401 (k) aggregated $ 63,000 and $ 111,000 , respectively.
 
 
 
Note 10.      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 six months ended June 30, 2022 and 2021:
 
(Net income in thousands)
  Three Months Ended June 30,
    Six Months Ended June 30,
 
    2022
    2021
    2022
    2021
 
Basis earnings per share:
                               
Net income attributable to Common shareholders
  $ 1,265     $ 1,022     $ 2,065     $ 1,876  
Divided by:
                               
Weighted average shares outstanding
    3,957,260       3,946,544       3,956,878       3,945,070  
                                 
Basic earnings per common share
  $ 0.32     $ 0.26     $ 0.52     $ 0.48  
                                 
Diluted earnings per share:
                               
Net income attributable to Common shareholders
  $ 1,265     $ 1,022     $ 2,065     $ 1,876  
                                 
Weighted average shares outstanding
    3,957,260       3,946,544       3,956,878       3,945,070  
                                 
Effect of potentially dilutive restricted common shares
    9,819       11,351       8,395       8,924  
                                 
Divided by:
                               
Weighted average diluted shares outstanding
    3,967,079       3,957,895       3,965,273       3,953,994  
                                 
Diluted earnings per common share
  $ 0.32     $ 0.26     $ 0.52     $ 0.47  
 
32
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 11.     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 June 30, 2022 and December 31, 2021 are as follows:
 
(In thousands)
  June 30, 2022
    December 31, 2021
 
Commitments to extend credit:
               
Unused lines of credit
  $ 103,769     $ 68,341  
Undisbursed construction loans
    15,247       18,594  
Home equity lines of credit
    28,864       16,396  
Future loan commitments
    32,075       23,486  
Financial standby letters of credit
    164       164  
    $ 180,119     $ 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 as of June 30, 2022 and December 31, 2021, 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
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 12.      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”) framework was jointly issued by the Federal Deposit Insurance Corporation ("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 June 30, 2022 and December 31, 2021 was 9.44 % 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 June 30, 2022 and December 31, 2021 are summarized as follows:
 
(In thousands)
                                   
    June 30, 2022
      December 31, 2021
   
Patriot Bank, N.A.
  Amount
    Ratio
      Amount
    Ratio
   
Tier 1 Leverage Capital (to average assets):
                             
Actual
  $ 95,818       9.44 %     $ 93,923       9.86 %  
To be Well Capitalized
    91,329       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
 
 
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
 
 
Note 13.      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 ).
 
35
 
 
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 June 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.
 
36
 
 
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.
 
37
 
 
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 June 30, 2022 and December 31, 2021:
 
(In thousands)
    June 30, 2022
    December 31, 2021
 
  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
  $ 4,507     $ 4,507     $ 3,264     $ 3,264  
Interest-bearing deposits due from banks
Level 1
    33,009       33,009       43,781       43,781  
Available-for-sale securities
Level 2
    66,629       66,629       81,161       81,161  
Available-for-sale securities
Level 3
    10,342       10,342       13,180       13,180  
Other investments
Level 2
    4,450       4,450       4,450       4,450  
Federal Reserve Bank stock
Level 2
    2,762       2,762       2,843       2,843  
Federal Home Loan Bank stock
Level 2
    4,474       4,474       4,184       4,184  
Loans receivable, net
Level 3
    849,178       834,349       729,583       727,733  
Loans held for sale
Level 2
    7,556       8,106       3,129       3,506  
SBA servicing assets
Level 3
    685       738       584       617  
Accrued interest receivable
Level 2
    5,727       5,727       5,822       5,822  
Interest rate swap receivable
Level 2
    101       101       738       738  
                                   
Financial assets, total
  $ 989,420     $ 975,194     $ 892,719     $ 891,279  
                                   
Financial Liabilities:
                                 
Demand deposits
Level 2
  $ 271,165     $ 271,165     $ 226,713     $ 226,713  
Savings deposits
Level 2
    99,686       99,686       109,744       109,744  
Money market deposits
Level 2
    184,103       184,103       164,518       164,518  
NOW accounts
Level 2
    35,973       35,973       34,741       34,741  
Time deposits
Level 2
    221,181       217,278       195,830       195,048  
Brokered deposits
Level 1
    34,675       33,783       17,016       17,003  
FHLB borrowings
Level 2
    100,000       100,027       90,000       93,643  
Senior notes
Level 2
    12,000       11,916       12,000       12,045  
Subordinated debt
Level 2
    9,825       9,666       9,811       9,947  
Junior subordinated debt owed to unconsolidated trust
Level 2
    8,123       8,123       8,119       8,119  
Note payable
Level 3
    689       647       791       775  
Accrued interest payable
Level 2
    402       402       343       343  
Interest rate swap liability
Level 2
    101       101       738       738  
                                   
Financial liabilities, total
  $ 977,923     $ 972,870     $ 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.
 
38
 
 
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 June 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
 
June 30, 2022
                               
U. S. Government agency and mortgage-backed securities
  $ -     $ 54,085     $ -     $ 54,085  
Corporate bonds
    -       5,302       10,342       15,644  
Subordinated notes
    -       1,921       -       1,921  
SBA loan pools
    -       4,822       -       4,822  
Municipal bonds
    -       499       -       499  
Available-for-sale securities
  $ -     $ 66,629     $ 10,342     $ 76,971  
                                 
Interest rate swap receivable
  $ -     $ 101     $ -     $ 101  
                                 
Interest rate swap liability
  $ -     $ 101     $ -     $ 101  
                                 
December 31, 2021:
                               
U. S. Government agency and mortgage-backed securities
  $ -     $ 66,629     $ -     $ 66,629  
Corporate bonds
    -       3,741       13,180       16,921  
Subordinated notes
    -       4,626       -       4,626  
SBA loan pools
    -       5,603       -       5,603  
Municipal bonds
    -       562       -       562  
Available-for-sale securities
  $ -     $ 81,161     $ 13,180     $ 94,341  
                                 
Interest rate swap receivable
  $ -     $ 738     $ -     $ 738  
                                 
Interest rate swap liability
  $ -     $ 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 June 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 months ended June 30, 2022 and 2021, the Company had no transfers into or out of Levels 1, 2 or 3.
 
39
 
 
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
June 30, 2022
    Six Months Ended
June 30, 2022
 
Level 3 fair value at beginning of the period
  $ 11,237     $ 13,180  
Purchases
    -       -  
Realized gain (loss)
    -       -  
Unrealized loss
    ( 895 )     ( 2,838 )
Transfers in and /or out of Level 3
    -       -  
Level 3 fair value at end of the period
  $ 10,342     $ 10,342  
 
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 June 30, 2022 and December 31, 2021:
 
(In thousands)
  Fair Value
  Valuation Methodology
  Unobservable Inputs
  Range of Inputs
 
June 30, 2022:
                       
Impaired loans, net
  $ 20,602   Real Estate Appraisals
  Discount for appraisal type
  5.8 % - 20 %  
                         
SBA servicing assets
    738   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 %  
                         
SBA servicing assets
    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 June 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.
 
 
Note 14.     Subsequent Event
 
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 (the “Termination”). The parties mutually determined that not all closing conditions of the Merger Agreement could be satisfied under the current structure and agreement. Although the parties remain in active discussions regarding a modified transaction, it is uncertain whether a new agreement can be reached.
 
As a result of the Termination, the separate investment agreements entered into in connection with the Merger Agreement, related to a private placement of approximately $ 540 million of (i) shares of Patriot voting and non-voting common stock, (ii) warrants to purchase shares of non-voting common stock of Patriot, and (iii) shares of preferred stock of the Bank, were automatically terminated in accordance with their terms.
 
 
40
 
 
 
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.
 
41
 
 
The risks and uncertainties included here are not exhaustive. In addition to those included herein further information concerning our business, including additional factors that could materially affect our financial results, is included in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021. 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 for the second quarter of 2022 of $1.3 million ($0.32 basic and diluted earnings per share), compared to a net income of $1.0 million ($0.26 basic and diluted earnings per share) for the second quarter of 2021. For the six months ended June 30, 2022, net income was $2.1 million ($0.52 basic and diluted earnings per share), compared to a net income of $1.9 million ($0.48 basic and $0.47 diluted earnings per share) for the six months ended June 30, 2021. The prior year results included the recognition of a non-recurring employee retention tax credit (“ERC”) of $1.1 million and $2.0 million for the three and six months ended June 30, 2021, respectively, while no ERC was recognized in the first half of 2022.
 
The Bank continued to show improved net interest margins and deposit growth. The prepaid debit card program continues to be a low-cost funding source for the Bank and has increased substantially to $166.7 million as of June 30, 2022 from $50.0 million acquired in July 2020. The portfolio growth provides a substantial improvement to the Bank’s net interest margin and overall funding costs.
 
42
 
 
Financial Condition
 
As of June 30, 2022, total assets increased $100.7 million to $1.0 billion, as 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 $849.2 million at June 30, 2022. Total deposits increased from $748.6 million at December 31, 2021, to $846.8 million at June 30, 2022.
 
Cash and Cash Equivalents
 
Cash and cash equivalents decreased $9.5 million, from $47.0 million at December 31, 2021 to $37.5 million at June 30, 2022. The decrease in 2022 was primarily due to cash used for loan origination of $138.4 million and purchase of loans of $98.7 million, which was partially offset by $116.0 million paydown of loans and increase in deposits of $98.2 million.
 
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)
 
June 30,
 
 
December 31,
 
 
Increase / (Decrease)
 
 
 
2022
 
 
2021
 
 
($)
 
 
  (%)
 
U. S. Government agency and mortgage-backed securities
 
$
54,085
 
 
$
66,629
 
 
$
(12,544
)
 
 
-18.83
%
Corporate bonds
 
 
15,644
 
 
 
16,921
 
 
 
(1,277
)
 
 
-7.55
%
Subordinated notes
 
 
1,921
 
 
 
4,626
 
 
 
(2,705
)
 
 
-58.47
%
SBA loan pools
 
 
4,822
 
 
 
5,603
 
 
 
(781
)
 
 
-13.94
%
Municipal bonds
 
 
499
 
 
 
562
 
 
 
(63
)
 
 
-11.21
%
Total available-for-sale securities, at fair value
 
 
76,971
 
 
 
94,341
 
 
 
(17,370
)
 
 
-18.41
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other investments, at cost
 
 
4,450
 
 
 
4,450
 
 
 
-
 
 
 
0.00
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
81,421
 
 
$
98,791
 
 
$
(17,370
)
 
 
-17.58
%
 
Total investments decreased by $17.4 million, from $98.8 million at December 31, 2021 to $81.4 million at June 30, 2022. The decrease in 2022 was primarily attributable to the net unrealized loss of $13.0 million for the available-for-sale securities, associated with rising market interest rates. There were no sales of available-for-sale securities in the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, the Bank sold $20.8 million available for sale securities and recognized a net gain of $93,000.
 
Loans held for investment
 
The following table provides the composition of the Company’s loan held for investment portfolio as of June 30, 2022 and December 31, 2021:
 
(In thousands)
 
June 30, 2022
 
 
December 31, 2021
 
 
 
Amount
 
 
%
 
 
Amount
 
 
%
 
Loan portfolio segment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate
 
$
448,884
 
 
 
52.26
%
 
$
365,247
 
 
 
49.38
%
Residential Real Estate
 
 
138,739
 
 
 
16.15
%
 
 
158,591
 
 
 
21.45
%
Commercial and Industrial
 
 
133,281
 
 
 
15.51
%
 
 
122,810
 
 
 
16.61
%
Consumer and Other
 
 
122,858
 
 
 
14.30
%
 
 
59,364
 
 
 
8.03
%
Construction
 
 
12,221
 
 
 
1.42
%
 
 
21,781
 
 
 
2.95
%
Construction to permanent - CRE
 
 
3,124
 
 
 
0.36
%
 
 
11,695
 
 
 
1.58
%
Loans receivable, gross
 
 
859,107
 
 
 
100.00
%
 
 
739,488
 
 
 
100.00
%
Allowance for loan losses
 
 
(9,929
)
 
 
 
 
 
 
(9,905
)
 
 
 
 
Loans receivable, net
 
$
849,178
 
 
 
 
 
 
$
729,583
 
 
 
 
 
 
43
 
 
The Company’s gross loan portfolio increased $119.6 million, from $739.5 million at December 31, 2021 to $859.1 million at June 30, 2022. The increase in loans was primarily attributable to $138.4 million of new loan origination and $98.7 million in purchases of loans receivable which was partially offset by $117.0 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 June 30, 2022 and December 31, 2021, SBA loans included in the commercial and industrial loan were $19.2 million and $17.4 million, respectively. SBA loans included in the commercial real estate loans were $10.9 million and $9.7 million, respectively.
 
At June 30, 2022, the net loan to deposit ratio was 100% and the net loan to total assets ratio was 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 was unchanged at $9.9 million as of June 30, 2022 and December 31, 2021. Based upon the overall assessment and evaluation of the loan portfolio at June 30, 2022, management believes $9.9 million in the allowance for loan and lease losses, which represented 1.16% of gross loans outstanding, is adequate under prevailing economic conditions to absorb existing losses in the loan portfolio, and a provision for loan losses of $275,000 was recorded for the three and six months ended June 30, 2022.
 
The following table provides detail of activity in the allowance for loan and lease losses:
 
 
 
Three Months Ended June 30,
 
 
Six Month Ended June 30,
 
(In thousands)
 
2022
 
 
2021
 
 
2022
 
 
2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of the period
 
$
9,737
 
 
$
10,426
 
 
$
9,905
 
 
$
10,584
 
Charge-offs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate
 
 
-
 
 
 
(9
)
 
 
-
 
 
 
(51
)
Residential Real Estate
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(3
)
Commercial and Industrial
 
 
-
 
 
 
-
 
 
 
(68
)
 
 
(209
)
Consumer and Other
 
 
(100
)
 
 
(2
)
 
 
(147
)
 
 
(20
)
Construction
 
 
-
 
 
 
(69
)
 
 
(70
)
 
 
(69
)
Total charge-offs
 
 
(100
)
 
 
(80
)
 
 
(285
)
 
 
(352
)
Recoveries:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential Real Estate
 
 
-
 
 
 
-
 
 
 
1
 
 
 
-
 
Commercial and Industrial
 
 
11
 
 
 
12
 
 
 
26
 
 
 
24
 
Consumer and Other
 
 
6
 
 
 
4
 
 
 
7
 
 
 
106
 
Total recoveries
 
 
17
 
 
 
16
 
 
 
34
 
 
 
130
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net charge-offs
 
 
(83
)
 
 
(64
)
 
 
(251
)
 
 
(222
)
Provision charged to earnings
 
 
275
 
 
 
-
 
 
 
275
 
 
 
-
 
Balance at end of the period
 
$
9,929
 
 
$
10,362
 
 
$
9,929
 
 
$
10,362
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net charge-offs to average loans
 
 
(0.011
)%
 
 
(0.009
)%
 
 
(0.032
)%
 
 
(0.032
)%
Allowance for loan losses to total loans
 
 
1.16
%
 
 
1.54
%
 
 
1.16
%
 
 
1.54
%
 
44
 
 
The following table provides an allocation of allowance for loan and lease losses by portfolio segment:
 
(In thousands)
 
June 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
 
Commercial Real Estate
 
$
4,980
 
 
 
52.26
%
 
$
5,063
 
 
 
49.38
%
Residential Real Estate
 
 
1,395
 
 
 
16.15
%
 
 
1,700
 
 
 
21.45
%
Commercial and Industrial
 
 
2,316
 
 
 
15.51
%
 
 
2,532
 
 
 
16.61
%
Consumer and Other
 
 
1,063
 
 
 
14.30
%
 
 
253
 
 
 
8.03
%
Construction
 
 
58
 
 
 
1.42
%
 
 
78
 
 
 
2.95
%
Construction to permanent - CRE
 
 
15
 
 
 
0.36
%
 
 
41
 
 
 
1.58
%
Unallocated
 
 
102
 
 
 
N/A
 
 
 
238
 
 
 
N/A
 
Total
 
$
9,929
 
 
 
100.00
%
 
$
9,905
 
 
 
100.00
%
 
 
Non-performing Assets
 
The following table presents non-performing assets as of June 30, 2022 and December 31, 2021:
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
June 30, 2022
 
 
December 31, 2021
 
Non-accruing loans:
 
 
 
 
 
 
 
 
Commercial Real Estate
 
$
15,366
 
 
$
15,704
 
Residential Real Estate
 
 
3,087
 
 
 
3,148
 
Commercial and Industrial
 
 
4,726
 
 
 
4,101
 
Consumer and Other
 
 
145
 
 
 
142
 
Total non-accruing loans
 
 
23,324
 
 
 
23,095
 
 
 
 
 
 
 
 
 
 
Loans past due over 90 days and still accruing
 
 
-
 
 
 
2
 
Total nonperforming assets
 
$
23,324
 
 
$
23,097
 
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
 
 
2.22
%
 
 
2.44
%
Nonperforming loans to total loans, net
 
 
2.75
%
 
 
3.17
%
 
As of June 30, 2022, the $23.3 million of non-accrual loans was comprised of 32 borrowers, for which a specific reserve of $2.9 million was established. Four TDR loans of total $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 $7.6 million and $3.1 million as of June 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 June 30, 2022, consisted of $4.3 million SBA commercial real estate and $3.3 million SBA commercial and industrial loans, respectively. SBA loans held for sale at December 31, 2021, consisted of $2.6 million SBA commercial and industrial loans and $562,000 SBA commercial real estate, respectively.
 
45
 
 
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 June 30, 2022.
 
The Company did not perform an interim goodwill test for the six months ended June 30, 2021 as no events occurred which would trigger an impairment assessment.
 
Deferred Taxes
 
Deferred tax assets were $14.9 million and $12.1 million at June 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 six months ended June 30, 2022 was 27.3%, and 27.6%, respectively, compared to the effective tax rate of 27.3% and 27.2% for the three and six months ended June 30, 2021, respectively. The Company’s effective rates for both periods were 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 June 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)
 
 
 
June 30, 2022
 
 
December 31, 2021
 
 
 
$
 
 
%
 
Non-interest bearing:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest bearing
 
$
137,320
 
 
$
127,420
 
 
$
9,900
 
 
 
7.77
%
Prepaid DDA
 
 
133,845
 
 
 
99,293
 
 
 
34,552
 
 
 
34.80
%
Total non-interest bearing
 
 
271,165
 
 
 
226,713
 
 
 
44,452
 
 
 
19.61
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Negotiable order of withdrawal accounts
 
 
35,973
 
 
 
34,741
 
 
 
1,232
 
 
 
3.55
%
Savings
 
 
99,686
 
 
 
109,744
 
 
 
(10,058
)
 
 
(9.16
)%
Money market
 
 
151,212
 
 
 
113,428
 
 
 
37,784
 
 
 
33.31
%
Money market - prepaid deposits
 
 
32,891
 
 
 
51,090
 
 
 
(18,199
)
 
 
(35.62
)%
Certificates of deposit, less than $250,000
 
 
169,690
 
 
 
142,246
 
 
 
27,444
 
 
 
19.29
%
Certificates of deposit, $250,000 or greater
 
 
51,491
 
 
 
53,584
 
 
 
(2,093
)
 
 
(3.91
)%
Brokered deposits
 
 
34,675
 
 
 
17,016
 
 
 
17,659
 
 
 
103.78
%
Total Interest bearing
 
 
575,618
 
 
 
521,849
 
 
 
53,769
 
 
 
10.30
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Deposits
 
$
846,783
 
 
$
748,562
 
 
$
98,221
 
 
 
13.12
%
 
The Bank has expanded its deposit and funding mix over the past year, while reducing its aggregate cost of funds.
 
46
 
 
Borrowings
 
Total borrowings were $130.6 million and $120.7 million as of June 30, 2022 and December 31, 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. Outstanding advances from the FHLB-B increased from $90.0 million at December 31, 2021 to $100.0 million at June 30, 2022.
 
At June 30, 2022, the FHLB-B advances bore fixed rates of interest ranging from 1.64% to 4.23% with maturities ranging from 5 days to 2.2 years, and have a weighted average interest rate of 3.09%.
 
At June 30, 2022, collateral for FHLB-B borrowings consisted of a mixture of real estate loans and securities with book value of $267.2 million. Remaining unused borrowing capacity under this line totaled $77.3 million at June 30, 2022.
 
In addition, Patriot has a $2.0 million revolving line of credit with the FHLB-B. For the three and six months ended June 30, 2022 and 2021, no funds had been borrowed under the line of credit.
 
Interest expense incurred for the three and six months ended June 30, 2022 were $747,000 and $1.5 million, respectively. For the three and six months ended June 30, 2021, interest expense were $741,000 and $1.5 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 million at June 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 June 30, 2022 and December 31, 2021. No interest expense incurred for the three and six months ended June 30, 2022 and 2021.
 
Other Borrowing
 
Patriot has pledged eligible loans as collateral to support borrowing capacity at the Federal Reserve Bank of New York’s (“FRBNY”). As of June 30, 2022, the book value of the pledged loans totaled $20.6 million with a collateral value of $14.6 million. There was no outstanding balance under the FRBNY Borrower-in-Custody program at June 30, 2022.
 
47
 
 
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.
 
In connection with the issuance of the Senior Notes, the Company incurred $374,000 of costs, which are being amortized over the term of the Senior Notes to recognize a constant rate of interest expense. At June 30, 2022 and December 31, 2021, the debt issuance costs were fully amortized.
 
On June 22, 2022, the Company amended and restated the Senior Notes. The maturity date of the Senior Notes was further extended to December 31, 2022, and the 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 six months ended June 30, 2022, the Company recognized interest expense of $210,000 and $420,000, respectively. For the three and six months ended June 30, 2021, the Company recognized interest expense of $228,000 and $457,000, 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 June 30, 2022 and December 31, 2021, $175,000 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 six months ended June 30, 2022, the Company recognized interest expense of $165,000 and $328,000, respectively. For the three and six months ended June 30, 2021, the Company recognized interest expense of $165,000 and $328,000, 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.
 
48
 
 
The junior subordinated debentures bear interest at three-month LIBOR plus 3.15% (5.34% at June 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 June 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 $125,000 and $129,000, respectively, and accrued interest on the junior subordinated debentures was $6,000 and $4,000, respectively.
 
For the three and six months ended June 30, 2022, the Company recognized interest expense of $86,000 and $157,000, respectively. For the three and six months ended June 30, 2021, the Company recognized interest expense of $70,000 and $140,000, 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 June 30, 2022 and December 31, 2021, the note had a balance outstanding of $689,000 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 six months ended June 30, 2022, the Company recognized interest expense of $2,000 and $6,000, respectively. For the three and six months ended June 30, 2021, the Company recognized interest expense of $4,000 and $8,000, respectively.
 
Derivatives
 
As of June 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 six months ended June 30, 2022 and 2021, respectively.
 
During the second quarter of 2021, Patriot entered into a receive fixed/pay variable interest rate swap, which was designated as a cash flow hedge. During the three and six month ended June 30, 2021, the Company recognized $85,000 of accumulated other comprehensive income that was reclassified into interest income included in interest and fees on loans on the consolidated statements of operations. The cash flow hedge interest rate swap contract was terminated in August 2021. Therefore, no interest income was recognized during the three and six months ended June 30, 2022.
 
Further discussion of the fair value of derivatives is set forth in Note 8 to the consolidated financial statements.
 
Equity
 
Equity decreased $7.5 million, from $67.3 million at December 31, 2021 to $59.8 million at June 30, 2022, primarily due to $9.6 million of net unrealized holding loss for investment portfolio, which was partially offset by $2.1 million of net income for the six months ended June 30, 2022.
 
Off-Balance Sheet Commitments
 
The Company’s off-balance sheet commitments, which primarily consist of commitments to lend, increased $53.1 million from $127.0 million at December 31, 2021 to $180.1 million at June 30, 2022.
 
49
 
 
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 six months ended June 30, 2022 and 2021:
 
 
(In thousands)
 
Three Months ended June 30,
 
 
 
2022
 
 
2021
 
 
 
Average
Balance
 
 
Interest
 
 
Yield
 
 
Average
Balance
 
 
Interest
 
 
Yield
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
819,532
 
 
$
9,044
 
 
 
4.43
%
 
$
680,710
 
 
$
7,267
 
 
 
4.28
%
Investments
 
 
91,622
 
 
 
575
 
 
 
2.51
%
 
 
94,548
 
 
 
477
 
 
 
2.02
%
Cash equivalents and other
 
 
34,862
 
 
 
68
 
 
 
0.78
%
 
 
69,647
 
 
 
23
 
 
 
0.13
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest earning assets
 
 
946,016
 
 
 
9,687
 
 
 
4.11
%
 
 
844,905
 
 
 
7,767
 
 
 
3.69
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
 
6,904
 
 
 
 
 
 
 
 
 
 
 
2,946
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
 
(9,695
)
 
 
 
 
 
 
 
 
 
 
(10,432
)
 
 
 
 
 
 
 
 
OREO
 
 
-
 
 
 
 
 
 
 
 
 
 
 
1,216
 
 
 
 
 
 
 
 
 
Other assets
 
 
67,246
 
 
 
 
 
 
 
 
 
 
 
60,601
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Assets
 
$
1,010,471
 
 
 
 
 
 
 
 
 
 
$
899,236
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
576,310
 
 
$
757
 
 
 
0.53
%
 
$
522,219
 
 
$
623
 
 
 
0.48
%
Borrowings
 
 
91,868
 
 
 
747
 
 
 
3.26
%
 
 
90,061
 
 
 
741
 
 
 
3.30
%
Senior notes
 
 
12,000
 
 
 
210
 
 
 
7.00
%
 
 
11,953
 
 
 
228
 
 
 
7.63
%
Subordinated debt
 
 
17,942
 
 
 
251
 
 
 
5.61
%
 
 
17,905
 
 
 
233
 
 
 
5.22
%
Note Payable and other
 
 
703
 
 
 
2
 
 
 
1.14
%
 
 
905
 
 
 
4
 
 
 
1.77
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest bearing liabilities
 
 
698,823
 
 
 
1,967
 
 
 
1.13
%
 
 
643,043
 
 
 
1,829
 
 
 
1.14
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
 
 
239,082
 
 
 
 
 
 
 
 
 
 
 
184,131
 
 
 
 
 
 
 
 
 
Other liabilities
 
 
10,707
 
 
 
 
 
 
 
 
 
 
 
7,398
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
 
948,612
 
 
 
 
 
 
 
 
 
 
 
834,572
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity
 
 
61,859
 
 
 
 
 
 
 
 
 
 
 
64,664
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities and Shareholders' Equity
 
$
1,010,471
 
 
 
 
 
 
 
 
 
 
$
899,236
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
 
 
$
7,720
 
 
 
 
 
 
 
 
 
 
$
5,938
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest margin
 
 
 
 
 
 
 
 
 
 
3.27
%
 
 
 
 
 
 
 
 
 
 
2.82
%
Interest spread
 
 
 
 
 
 
 
 
 
 
2.98
%
 
 
 
 
 
 
 
 
 
 
2.55
%
 
50
 
 
(In thousands)
 
Six Months ended June 30,
 
 
 
2022
 
 
2021
 
 
 
Average
Balance
 
 
Interest
 
 
Yield
 
 
Average
Balance
 
 
Interest
 
 
Yield
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
784,091
 
 
$
16,708
 
 
 
4.30
%
 
$
691,564
 
 
$
15,010
 
 
 
4.38
%
Investments
 
 
97,441
 
 
 
1,210
 
 
 
2.48
%
 
 
78,270
 
 
 
821
 
 
 
2.10
%
Cash equivalents and other
 
 
37,282
 
 
 
89
 
 
 
0.48
%
 
 
67,873
 
 
 
47
 
 
 
0.14
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest earning assets
 
 
918,814
 
 
 
18,007
 
 
 
3.95
%
 
 
837,707
 
 
 
15,878
 
 
 
3.82
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
 
7,584
 
 
 
 
 
 
 
 
 
 
 
2,910
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
 
(9,788
)
 
 
 
 
 
 
 
 
 
 
(10,541
)
 
 
 
 
 
 
 
 
OREO
 
 
-
 
 
 
 
 
 
 
 
 
 
 
1,392
 
 
 
 
 
 
 
 
 
Other assets
 
 
67,880
 
 
 
 
 
 
 
 
 
 
 
60,796
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Assets
 
$
984,490
 
 
 
 
 
 
 
 
 
 
$
892,264
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
552,734
 
 
$
1,166
 
 
 
0.43
%
 
$
525,872
 
 
$
1,408
 
 
 
0.54
%
Borrowings
 
 
93,542
 
 
 
1,484
 
 
 
3.20
%
 
 
90,417
 
 
 
1,474
 
 
 
3.29
%
Senior notes
 
 
12,000
 
 
 
420
 
 
 
7.00
%
 
 
11,944
 
 
 
457
 
 
 
7.65
%
Subordinated debt
 
 
17,938
 
 
 
485
 
 
 
5.45
%
 
 
17,900
 
 
 
467
 
 
 
5.26
%
Note Payable and other
 
 
730
 
 
 
6
 
 
 
1.66
%
 
 
931
 
 
 
8
 
 
 
1.73
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest bearing liabilities
 
 
676,944
 
 
 
3,561
 
 
 
1.06
%
 
 
647,064
 
 
 
3,814
 
 
 
1.19
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
 
 
233,111
 
 
 
 
 
 
 
 
 
 
 
172,922
 
 
 
 
 
 
 
 
 
Other liabilities
 
 
10,305
 
 
 
 
 
 
 
 
 
 
 
7,821
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
 
920,360
 
 
 
 
 
 
 
 
 
 
 
827,807
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity
 
 
64,130
 
 
 
 
 
 
 
 
 
 
 
64,457
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities and Shareholders' Equity
 
$
984,490
 
 
 
 
 
 
 
 
 
 
$
892,264
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
 
 
$
14,446
 
 
 
 
 
 
 
 
 
 
$
12,064
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest margin
 
 
 
 
 
 
 
 
 
 
3.17
%
 
 
 
 
 
 
 
 
 
 
2.90
%
Interest spread
 
 
 
 
 
 
 
 
 
 
2.89
%
 
 
 
 
 
 
 
 
 
 
2.63
%
 
51
 
 
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 six months ended June 30, 2022 and 2021.
 
 
 
Three Months ended June 30,
 
 
Six Months ended June 30,
 
 
 
2022 compared to 2021
 
 
2022 compared to 2021
 
(In thousands)
 
Increase/(Decrease)
 
 
Increase/(Decrease)
 
 
 
Volume
 
 
Rate
 
 
Total
 
 
Volume
 
 
Rate
 
 
Total
 
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
1,231
 
 
$
546
 
 
$
1,777
 
 
$
1,669
 
 
$
29
 
 
$
1,698
 
Investments
 
 
(14
)
 
 
112
 
 
 
98
 
 
 
204
 
 
 
185
 
 
 
389
 
Cash equivalents and other
 
 
(11
)
 
 
56
 
 
 
45
 
 
 
(21
)
 
 
63
 
 
 
42
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest earning assets
 
 
1,206
 
 
 
714
 
 
 
1,920
 
 
 
1,852
 
 
 
277
 
 
 
2,129
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposit
 
 
181
 
 
 
(47
)
 
 
134
 
 
 
147
 
 
 
(389
)
 
 
(242
)
Borrowings
 
 
15
 
 
 
(9
)
 
 
6
 
 
 
51
 
 
 
(41
)
 
 
10
 
Senior notes
 
 
1
 
 
 
(19
)
 
 
(18
)
 
 
2
 
 
 
(39
)
 
 
(37
)
Subordinated debt
 
 
-
 
 
 
18
 
 
 
18
 
 
 
-
 
 
 
18
 
 
 
18
 
Note payable and other
 
 
(2
)
 
 
-
 
 
 
(2
)
 
 
(2
)
 
 
-
 
 
 
(2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest bearing liabilities
 
 
195
 
 
 
(57
)
 
 
138
 
 
 
198
 
 
 
(451
)
 
 
(253
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
$
1,011
 
 
$
771
 
 
$
1,782
 
 
$
1,654
 
 
$
728
 
 
$
2,382
 
 
 
RESULTS OF OPERATIONS
 
For the three months ended June 30, 2022, interest income and dividend income was $9.7 million, which increased $1.9 million or 24.7% as compared to $7.8 million for the quarter ended June 30, 2021. Total interest expense was $2.0 million, which increased $138,000 or 7.5% as compared to $1.8 million for the quarter ended June 30, 2021. Net interest income was $7.7 million for the quarter ended June 30, 2022, which increased $1.8 million or 30.0% from $5.9 million for the quarter ended June 30, 2021.
 
For the six months ended June 30, 2022, interest income and dividend income was $18.0 million, which increased $2.1 million or 13.4% as compared to $15.9 million for the six months ended June 30, 2021. Total interest expense was $3.6 million, which decreased $253,000 or 6.6% as compared to $3.8 million for the six months ended June 30, 2021. Net interest income was $14.4 million for the six months ended June 30, 2022, which increased $2.4 million or 19.7% from $12.1 million for the six months ended June 30, 2021. The increase in 2022 was primarily due to increase in average loan balances partially offset by an increase in average deposits balances.
 
The net interest margin showed continued improvement, with an increase to 3.27% for the quarter ended June 30, 2022, compared with 2.82% for the second quarter of 2021. For the six months ended June 30, 2022, the net interest margin increased to 3.17%, compared to 2.90% for the six months ended June 30, 2021.
 
Provision for Loan Losses
 
For the three and six months ended June 30, 2022, a provision for loan losses of $275,000 was recorded, compared to zero provision for loan losses for the three and six months ended June 30, 2021.
 
52
 
 
Non-interest income
 
Non-interest income for the three and six months ended June 30, 2022 was $798,000 and $1.6 million, respectively, as compared to $753,000 and $1.2 million for the three and six months ended June 30, 2021, respectively. The increases were primarily attributable to increased gains on sales of SBA loans along with higher non-interest income from the prepaid card program in the first half of 2022.
 
Non-interest expense
 
Non-interest expense for the three and six months ended June 30, 2022 increased to $6.5 million and $12.9 million, respectively, as compared to $5.3 million and $10.7 million for the three and six months ended June 30, 2021. The non-interest expense in the first half of 2021 included an ERC of $2.0 million, while no ERC was recognized in the first half of 2022.
 
Provision for income taxes
 
The Company reported provision for income taxes of $476,000 and $787,000 for the three and six months ended June 30, 2022, respectively, as compared to a provision for income taxes of $383,000 and $702,000 for the three and six months ended June 30, 2021, respectively.
 
Liquidity
 
The Company’s balance sheet liquidity to total assets ratio was 8.7% at June 30, 2022, compared to 11.4% at December 31, 2021. Liquidity including readily available off-balance sheet funding sources was 18.2% at June 30, 2022, compared to 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 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 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 June 30, 2022 and December 31, 2021 was 9.44% 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.
 
53
 
 
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.
 
54
 
 
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, snce 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
 
 
 
 
As of June 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 (%)
 
+200
 
 
$
159,873
 
 
$
(17,516
)
 
 
-9.9
%
 
$
116,941
 
 
$
(15,137
)
 
 
-11.5
%
+100
 
 
 
171,211
 
 
 
(6,178
)
 
 
-3.5
%
 
 
126,152
 
 
 
(5,926
)
 
 
-4.5
%
BASE
 
 
 
177,389
 
 
 
-
 
 
 
-
 
 
 
132,078
 
 
 
-
 
 
 
-
 
-100
 
 
 
178,428
 
 
 
1,039
 
 
 
0.6
%
 
 
135,803
 
 
 
3,725
 
 
 
2.8
%
-200
 
 
 
171,134
 
 
 
(6,255
)
 
 
-3.5
%
 
 
134,277
 
 
 
2,199
 
 
 
1.7
%
 
 
(In thousands)
 
 
Net Interest Income - Performance Summary
 
 
 
 
June 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 (%)
 
+200
 
 
$
42,511
 
 
$
957
 
 
 
2.3
%
 
$
31,521
 
 
$
45
 
 
 
0.1
%
+100
 
 
 
42,408
 
 
 
854
 
 
 
2.1
%
 
 
31,575
 
 
 
99
 
 
 
0.3
%
BASE
 
 
 
41,554
 
 
 
-
 
 
 
-
 
 
 
31,476
 
 
 
-
 
 
 
-
 
-100
 
 
 
39,802
 
 
 
(1,752
)
 
 
-4.2
%
 
 
31,587
 
 
 
111
 
 
 
0.4
%
-200
 
 
 
38,010
 
 
 
(3,544
)
 
 
-8.5
%
 
 
31,548
 
 
 
72
 
 
 
0.2
%
 
55
 
 
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 June 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.
 
56
 
 
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.
 
57
 
 
ITEM 6:           Exhibits
 
The exhibits marked with the section symbol (#) are interactive data files.
 
No .
Description
 
 
2.1
Termination and Release Agreement, dated as of July 18, 2022, by and among Patriot National Bancorp, Inc., and American Challenger Development Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 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 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)
 
 
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.
 
58
 
 
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: August 10, 2022
 
 
Patriot National Bancorp, Inc. (Registrant)
 
 
 
 
 
 
 
 
By:
 /s/ Joseph D. Perillo
 
 
 
Joseph D. Perillo
 
 
 
Executive Vice President and Chief Financial Officer
 
 
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.