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Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


__________________________
FORM 10-Q


10-Q/A
(Amendment No. 1)
__________________________

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

For the quarterly period ended SeptemberJune 30,, 2017

2023

OR

oTRANSITION 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

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) 324-7500

252-5900

(Registrant’ss telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockPNBKNASDAQ 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 x No

o

Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No

o

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-acceleratedLarge accelerated filer

  (Do not check if a smaller reporting company)

o

Smaller reporting company

Accelerated filer

o

Non-accelerated filer

xSmaller reporting companyx
Emerging growth company

o

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. ☐

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No

x

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 ☐    o No

o

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of November 6, 2017,14, 2023, there were 3,895,7203,965,186 shares of the registrant’s common stock outstanding.


EXPLANATORY NOTE:


The Company is filing this Amendment No. 1 on Form 10-Q/A (this “Amended Filing”) to its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2023 (“Original Filing”) to: (i) restate management's conclusions regarding the effectiveness of its disclosure controls and procedures as of June 30, 2023; (ii) reissue the consolidated financial statements for the three and six months ended June 30, 2023 to reflect changes in the provision for credit losses resulting from the material weaknesses in internal controls over financial reporting. Accordingly, the Company hereby amends and replaces in their entirety Items 1, 2, and 4 in Part I.

Subsequent to filing the Original Filing on August 10, 2023, management became aware of an accounting error related to the calculation of the current expected credit loss (“CECL”) transition adjustment and corresponding credit loss provisions for a portfolio of unsecured consumer loans (the “Portfolio”) purchased by the Company from an originator/servicer mostly during the 2022 calendar year. Management determined that the error was due to the use of unsupported and incorrect data points used in conjunction with the data provided by the third party originator/servicer. The necessary changes to the CECL transition adjustment affected the reported total shareholders’ equity/accumulated deficit, totaling $5.3 million net of tax. The adjustments to the retained earnings were determined to be material to total shareholders equity. The restatement has no impact on the audit report for the year ended December 31, 2022.

The Company has concluded that there is a material weakness in internal control over financial reporting, related to the allowance for credit losses, as the Company did not maintain effective controls over (i) the recording, monitoring and valuation when calculating the accumulated credit losses on the purchased Portfolio of loans and related commitments; Specifically the Company’s management has determined that the Company’s financial reporting controls and procedures with respect to the allowance for credit losses were not operating effectively for the quarter ended June 30, 2023. Accordingly, management has determined that the Company's disclosure controls and procedures were not effective as of June 30, 2023.

As required by Rule 12b-15, the Company's principal executive officer and principal financial officer are providing new currently dated certifications. Accordingly, the Company hereby amends Item 6 in Part II in the Original Filing to reflect the filing of the new certifications.

For the convenience of the reader, this Amended Filing sets forth the complete form of the Original Filing, as modified where necessary to reflect the restatement and revisions. Except as described above, this Amended Filing does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amended Filing speaks only as of the date the Original Filing was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amended Filing should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.

For additional information about this restatement refer to Note 1. Basis of Presentation and Restatement of Consolidated Financial Statements, of the Notes to consolidated financial statements.
1

Table of Contents

TABLEOF CONTENTS

7

Note

8

38

53

55

56

Item 1:

Legal Proceedings56

Risk Factors56

Item 6:

Exhibits57

SIGNATURES 

58

2


PART I- FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements

PATRIOT NATIONAL BANCORP,, INC. AND SUBSIDIARY

CONSOLIDATEDSUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share data)

 

September 30,
2017

  

December 31,
2016

 
         

ASSETS

        

Cash and due from banks:

        

Noninterest bearing deposits and cash

 $3,337   2,596 

Interest bearing deposits

  25,075   89,693 

Total cash and cash equivalents

  28,412   92,289 

Investment securities:

        

Available-for-sale securities, at fair value

  29,586   24,428 

Other investments, at cost

  4,450   4,450 

Total investment securities

  34,036   28,878 
         

Federal Reserve Bank stock, at cost

  2,460   2,109 

Federal Home Loan Bank stock, at cost

  6,353   5,609 

Loans receivable (net of allowance for loan losses: 2017: $6,222, 2016: $4,675)

  703,896   576,982 

Accrued interest and dividends receivable

  3,501   2,726 

Premises and equipment, net

  34,713   32,759 

Other real estate owned

  851   851 

Deferred tax asset

  10,686   12,632 

Other assets

  1,823   1,819 

Total assets

 $826,731   756,654 
         

Liabilities

        

Deposits:

        

Noninterest bearing deposits

 $76,875   76,772 

Interest bearing deposits

  528,539   452,552 

Total deposits

  605,414   529,324 
         

Federal Home Loan Bank and correspondent bank borrowings

  130,000   138,000 

Senior notes, net

  11,684   11,628 

Junior subordinated debt owed to unconsolidated trust

  8,085   8,079 

Note payable

  1,627   1,769 

Advances from borrowers for taxes and insurance

  1,799   2,676 

Accrued expenses and other liabilities

  1,812   2,608 

Total liabilities

  760,421   694,084 
         

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; 2017: 3,969,461 shares issued; 3,895,720 shares outstanding. 2016: 3,965,538 shares issued; 3,891,897 shares outstanding

  40   40 

Additional paid-in capital

  106,834   106,729 

Accumulated deficit

  (39,394)  (42,902)

Less: Treasury stock, at cost: 2017 and 2016, 73,741 and 73,641 shares, respectively

  (1,179)  (1,177)

Accumulated other comprehensive gain (loss)

  9   (120)

Total shareholders' equity

  66,310   62,570 

Total liabilities and shareholders' equity

 $826,731   756,654 

June 30, 2023December 31, 2022
(In thousands, except share data)Unaudited
Assets
Cash and due from banks:
Noninterest bearing deposits and cash$2,320 $5,182 
Interest bearing deposits68,489 33,311 
Total cash and cash equivalents70,809 38,493 
Investment securities:  
Available-for-sale securities, at fair value90,547 84,520 
Other investments, at cost4,450 4,450 
Total investment securities94,997 88,970 
  
Federal Reserve Bank stock, at cost2,523 2,627 
Federal Home Loan Bank stock, at cost8,072 3,874 
Loans receivable (net of allowance for credit losses: 2023: $24,098 and 2022: $10,310)906,636 838,006 
Loans held for sale5,860 5,211 
Accrued interest and dividends receivable7,628 7,267 
Premises and equipment, net30,262 30,641 
Deferred tax asset20,386 15,527 
Goodwill1,107 1,107 
Core deposit intangible, net226 249 
Other assets9,202 11,387 
Total assets$1,157,708 $1,043,359 
  
Liabilities  
Deposits:  
Noninterest bearing deposits$127,817 $269,636 
Interest bearing deposits735,562 590,810 
Total deposits863,379 860,446 
  
Federal Home Loan Bank and correspondent bank borrowings207,000 85,000 
Senior notes, net11,653 11,640 
Subordinated debt, net9,854 9,840 
Junior subordinated debt owed to unconsolidated trust, net8,132 8,128 
Note payable481 585 
Advances from borrowers for taxes and insurance3,094 886 
Accrued expenses and other liabilities7,704 7,251 
Total liabilities1,111,297 983,776 
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, 2023: 4,038,927 shares issued; 3,965,186 shares outstanding; As of December 31, 2022: 4,038,927 shares issued; 3,965,186 shares outstanding.106,611 106,565 
Accumulated deficit(44,161)(31,337)
Accumulated other comprehensive loss(16,039)(15,645)
Total shareholders' equity46,411 59,583 
Total liabilities and shareholders' equity$1,157,708 $1,043,359 

See Accompanying Notes to Consolidated Financial Statements.


3



PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS (Unaudited)

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 

(In thousands, except per share amounts)

 

2017

  

2016

  

2017

  

2016

 
                 

Interest and Dividend Income

                

Interest and fees on loans

 $8,522   6,188   22,720   17,811 

Interest on investment securities

  275   131   688   405 

Dividends on investment securities

  105   88   280   264 

Other interest income

  65   25   148   94 

Total interest and dividend income

  8,967   6,432   23,836   18,574 
                 

Interest Expense

                

Interest on deposits

  1,339   549   3,457   1,518 

Interest on Federal Home Loan Bank borrowings

  248   73   509   258 

Interest on senior debt

  229   -   686   - 

Interest on subordinated debt

  92   85   266   250 

Interest on note payable

  7   9   24   25 

Total interest expense

  1,915   716   4,942   2,051 
                 

Net interest income

  7,052   5,716   18,894   16,523 
                 

Provision (Credit) for Loan Losses

  545   355   (944)  2,314 
                 

Net interest income after provision (credit) for loan losses

  6,507   5,361   19,838   14,209 

Non-interest Income

                

Loan application, inspection and processing fees

  25   64   61   152 

Deposit fees and service charges

  149   150   444   451 

Rental Income

  117   104   302   311 

Loss on sale of investment securities

  -   -   (78)  - 

Other income

  95   94   283   273 

Total non-interest income

  386   412   1,012   1,187 
                 

Non-interest Expense

                

Salaries and benefits

  2,741   2,169   7,668   7,334 

Occupancy and equipment expense

  796   783   2,378   2,313 

Data processing expense

  340   288   786   814 

Professional and other outside services

  449   409   1,651   1,182 

Advertising and promotional expense

  81   128   266   341 

Loan administration and processing expense

  22   14   45   30 

Regulatory assessments

  230   159   572   453 

Insurance expense

  66   57   181   168 

Material and communications

  97   106   287   314 

Other operating expense

  400   328   1,096   992 

Total non-interest expense

  5,222   4,441   14,930   13,941 
                 

Income before income taxes

  1,671   1,332   5,920   1,455 
                 

Expense for Income Taxes

  658   518   2,373   570 
                 

Net income

 $1,013   814   3,547   885 
                 

Basic earnings per share

 $0.26   0.21   0.91   0.22 

Diluted earnings per share

 $0.26   0.21   0.91   0.22 

Three Months Ended June 30,Six Months Ended June 30,
(In thousands, except per share amounts)2023202220232022
Interest and Dividend Income
Interest and fees on loans$14,052 $9,044 $26,602 $16,708 
Interest on investment securities687 510 1,367 1,080 
Dividends on investment securities171 65 306 130 
Other interest income399 68 680 89 
Total interest and dividend income15,309 9,687 28,955 18,007 
    
Interest Expense    
Interest on deposits5,248 757 8,827 1,166 
Interest on Federal Home Loan Bank and correspondent bank borrowings1,723 747 3,159 1,484 
Interest on senior debt289 210 579 420 
Interest on subordinated debt333 251 659 485 
Interest on note payable
Total interest expense7,596 1,967 13,229 3,561 
    
Net interest income7,713 7,720 15,726 14,446 
    
Provision for credit losses1,325 275 3,545 275 
    
Net interest income after provision for credit losses6,388 7,445 12,181 14,171 
    
Non-interest Income    
Loan application, inspection and processing fees121 89 244 176 
Deposit fees and service charges74 60 142 124 
Gains on sales of loans85 301 166 509 
Rental income105 132 224 324 
Gain on sale of investment securities— — 24 — 
Other income444 216 864 479 
Total non-interest income829 798 1,664 1,612 
    
Non-interest Expense    
Salaries and benefits4,661 3,763 8,928 7,109 
Occupancy and equipment expense839 881 1,723 1,717 
Data processing expense316 283 610 613 
Professional and other outside services727 559 1,641 1,348 
Project expenses, net66 29 93 81 
Advertising and promotional expense77 73 162 141 
Loan administration and processing expense103 42 154 147 
Regulatory assessments317 179 499 353 
Insurance expense, net68 76 145 153 
Communications, stationary and supplies241 139 432 274 
Other operating expense648 478 1,260 995 
Total non-interest expense8,063 6,502 15,647 12,931 
    
(Loss) income before income taxes(846)1,741 (1,802)2,852 
    
(Benefit) provision for income taxes(231)476 (488)787 
    
Net (loss) income$(615)$1,265 $(1,314)$2,065 
Basic (loss) earnings per share$(0.16)$0.32 $(0.33)$0.52 
Diluted (loss) earnings per share$(0.16)$0.32 $(0.33)$0.52 
See Accompanying Notes to Consolidated Financial Statements.


4



PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

(In thousands)

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 
  

2017

  

2016

  

2017

  

2016

 
                 

Net income

 $1,013   814   3,547   885 

Other comprehensive income

                

Unrealized holding gains on securities

  2   71   289   186 

Income tax effect

  (1)  (28)  (112)  (72)
                 

Reclassification for realized losses on sale of investment securities

  -   -   (78)  - 

Income tax effect

  -   -   30   - 
                 

Total other comprehensive income

  1   43   129   114 
                 

Comprehensive income

 $1,014   857   3,676   999 

(In thousands)Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net (loss) income$(615)$1,265 $(1,314)$2,065 
Other comprehensive (loss) income
Unrealized holding loss on securities(2,211)(5,614)(507)(13,003)
Income tax effect570 1,448 131 3,355 
Reclassification for realized gain on sale of investment securities— — (24)— 
Income tax effect— — — 
Total securities available-for-sale(1,641)(4,166)(394)(9,648)
Comprehensive loss$(2,256)$(2,901)$(1,708)$(7,583)
See Accompanying Notes to Consolidated Financial Statements.


5



PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERSSHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except shares)

 

Number
of
Shares

  

Common
Stock

  

Additional
Paid-in
Capital

  

Accumulated
Deficit

  

Treasury
Stock

  

Accumulated
Other
Comprehensive
Loss

  

Total

 
                             
                             

Balance at December 31, 2016

  3,891,897  $40   106,729   (42,902)  (1,177)  (120)  62,570 

Comprehensive income:

                            

Net income

  -   -   -   3,547   -   -   3,547 

Other comprehensive income

  -   -   -   -   -   129   129 

Total comprehensive income

  -   -   -   3,547   -   129   3,676 

Purchase of treasury stock

  (100)              (2)      (2)

Common stock dividends

              (39)          (39)

Share-based compensation expense

  -   -   105   -   -   -   105 

Vesting of restricted stock

  3,923   -   -   -   -   -   - 

Balance at September 30, 2017

  3,895,720  $40   106,834   (39,394)  (1,179)  9   66,310 
                             
                             
                             

Balance at December 31, 2015

  3,956,207   40   106,568   (44,832)  (160)  (152)  61,464 

Comprehensive income:

                            

Net income

  -   -   -   885   -   -   885 

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

  -   -   -   -   -   114   114 

Total comprehensive income

  -   -   -   885   -   114   999 

Purchase of treasury stock

  (518)              (7)      (7)

Share-based compensation expense

  -   -   126   -   -   -   126 

Vesting of restricted stock

  4,214   -   -   -   -   -   - 

Balance at September 30, 2016

  3,959,903  $40   106,694   (43,947)  (167)  (38)  62,582 

Three Months Ended June 30, 2023
(In thousands, except shares)Number of
Shares
Common
Stock
Accumulated
Deficit
 Accumulated Other Comprehensive LossTotal
Balance at March 31, 20233,965,186$106,588 $(43,546) $(14,398)$48,644 
Comprehensive loss:
Net loss— (615) — (615)
Unrealized holding loss on available-for-sale securities, net of tax— —  (1,641)(1,641)
Total comprehensive loss— (615) (1,641)(2,256)
Share-based compensation expense23 —  — 23 
Balance at June 30, 20233,965,186$106,611 $(44,161) $(16,039)$46,411 

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, 20223,956,492 $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 stock777 —  —  —  — 
Balance at June 30, 20223,957,269 $106,520  $(35,433) $(11,285) $59,802 

6


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)
Six Months Ended June 30, 2023
(In thousands, except shares)Number of
Shares
Common
Stock
Accumulated
Deficit
Accumulated Other
Comprehensive Loss
Total
Balance at January 1, 20233,965,186 $106,565  $(31,337) $(15,645) $59,583 
Transition adjustment related to adoption of ASC 326, net of tax— (11,510)— (11,510)
Comprehensive loss:         
Net loss —  (1,314) —  (1,314)
Unrealized holding loss on available-for-sale securities, net of tax —  —  (394) (394)
Total comprehensive loss —  (1,314) (394) (1,708)
Share-based compensation expense 46  —  —  46 
Balance at June 30, 20233,965,186 $106,611  $(44,161) $(16,039) $46,411 
 Six Months Ended June 30, 2022
(In thousands, except shares)Number of
Shares
Common
Stock
Accumulated
Deficit
Accumulated Other
Comprehensive Loss
Total
Balance at January 1, 20223,956,492 $106,479 $(37,498)$(1,637)$67,344 
Comprehensive income (loss):      
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 stock777 — — — — 
Balance at June 30, 20223,957,269 $106,520 $(35,433)$(11,285)$59,802 
See Accompanying Notes to Consolidated Financial Statements.


7



PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

  

Nine Months Ended September 30,

 

(In thousands)

 

2017

  

2016

 
         

Cash Flows from Operating Activities:

        

Net income

 $3,547   885 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Amortization of investment premiums, net

  66   97 

Amortization and accretion of purchase loan premiums and discounts, net to loans

  476   118 

Amortization of debt issuance costs

  62   5 

(Credit) provision for loan losses

  (944)  2,314 

Depreciation and amortization

  926   920 

Loss on sales of available-for-sale securities

  78   - 

Share-based compensation

  105   126 

Deferred income taxes

  1,864   351 

Gain on acquisition of OREO

  -   (11)

Changes in assets and liabilities:

        

Increase in accrued interest and dividends receivable

  (775)  (298)

Increase in other assets

  (4)  (426)

Decrease in accrued expenses and other liabilities

  (796)  (40)

Net cash provided by operating activities

  4,605   4,041 
         

Cash Flows from Investing Activities:

        

Proceeds from sales on available-for-sale securities

  13,846   5,000 

Principal repayments on available-for-sale securities

  1,639   2,092 

Purchases of available-for-sale securities

  (20,576)  (1,000)

Purchases of Federal Reserve Bank stock

  (351)  - 

(Purchases) redemptions of Federal Home Loan Bank stock

  (744)  827 

Increase in net originations of loans receivable

  (53,424)  (57,991)

Purchase of loan pools receivable

  (73,022)  (18,976)

Purchase of premises and equipment

  (2,880)  (2,349)

Net cash used in investing activities

  (135,512)  (72,397)
         

Cash Flows from Financing Activities:

        

Increase in deposits, net

  76,090   26,505 

(Repayments of) increase in FHLB and correspondent bank borrowings

  (8,000)  3,000 

Principal repayments of note payable

  (142)  (139)

Decrease in advances from borrowers for taxes and insurance

  (877)  (889)

Purchases of treasury stock

  (2)  (7)

Dividends paid on common stock

  (39)  - 

Net cash provided by financing activities

  67,030   28,470 
         

Net decrease in cash and cash equivalents

  (63,877)  (39,886)
         

Cash and cash equivalents at beginning of period

  92,289   85,400 
         

Cash and cash equivalents at end of period

 $28,412   45,514 
         
         

Supplemental Disclosures of Cash Flow Information:

        

Cash paid for interest

 $4,467   2,398 

Cash paid for income taxes

 $475   253 
         

Supplemental Disclosures of Noncash Investing Activities:

        

Transfers of loans receivable to other real estate owned

 $-   840 

(In thousands)Six Months Ended June 30,
20232022
Cash Flows from Operating Activities:
Net (loss) income$(1,314)$2,065 
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Amortization and accretion of investment premiums and discounts, net(52)(13)
Amortization and accretion of purchase loan premiums and discounts, net1,227 1,245 
Amortization of debt issuance costs87 18 
Amortization of core deposit intangible23 23 
Amortization of servicing assets of sold SBA loans62 30 
Provision for credit losses3,545 275 
Depreciation and amortization615 653 
Gain on sales of available-for-sale securities(24)— 
Share-based compensation46 41 
(Increase) decrease in deferred income taxes, net(494)591 
Originations of SBA loans held for sale(3,578)(11,305)
Proceeds from sale of SBA loans held for sale3,095 7,315 
Gains on sale of SBA loans held for sale, net(166)(509)
Changes in assets and liabilities:  
(Increase) decrease in accrued interest and dividends receivable(361)95 
Decrease (increase) in other assets1,984 (712)
 Decrease in accrued expenses and other liabilities(899)(2,053)
Net cash provided by (used in) operating activities3,796 (2,241)
Cash Flows from Investing Activities:
Proceeds from maturity or sales on available-for-sale securities1,780 3,600 
Principal repayments on available-for-sale securities2,153 3,819 
Purchases of available-for-sale securities(10,415)(3,039)
Redemptions of Federal Reserve Bank stock104 81 
Purchases of Federal Home Loan Bank stock(4,198)(290)
Origination of loans receivable(132,611)(138,414)
Purchases of loans receivable(16,443)(98,720)
Payments received on loans receivable61,343 115,960 
Purchases of premises and equipment(230)(270)
Net cash used in investing activities(98,517)(117,273)
  
Cash Flows from Financing Activities:  
Increase in deposits, net2,933 98,221 
Increase in FHLB and correspondent bank borrowings122,000 10,000 
Principal repayments of note payable(104)(102)
Decrease in advances from borrowers for taxes and insurance2,208 1,866 
Net cash provided by financing activities127,037 109,985 
  
Net increase (decrease) in cash and cash equivalents32,316 (9,529)
  
Cash and cash equivalents at beginning of period38,493 47,045 
  
Cash and cash equivalents at end of period$70,809 $37,516 
8



PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
(In thousands)Six Months Ended June 30,
20232022
Supplemental Disclosures of Cash Flow Information:  
Cash paid for interest$12,609 $3,482 
Cash paid for income taxes44 102 
   
Non-cash transactions:  
Capitalized servicing assets$58 $131 
  
Transfers of loans held for sale to loans receivable$— $72 
  
Operating lease right-of-use assets16 80 
  
Decrease in interest rate swaps41 (637)
  
Capital raise deferred costs— 1,094 
Expected credit loss for loans - ASC 326 adoption13,001 — 
Expected credit loss for unfunded loan commitments - ASC 326 adoption2,737 — 
Deferred tax assets - ASC 326 adoption(4,228)— 
See Accompanying Notes to Consolidated Financial Statements.


9


Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

(Unaudited)


Note 1:1.    Basis of Financial Statement Presentation

and Restatement of Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statementsConsolidated Financial Statements of Patriot National Bancorp, Inc. (the “Company” or “PNBK”) and its wholly-owned subsidiaries, including 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 statementsConsolidated Financial Statements should be read in conjunction with the audited consolidated financial statementsConsolidated Financial Statements and notes thereto included on the Annual Report on Form 10-K for the year ended December 31, 2016.

2022.

The Consolidated Balance Sheet at December 31, 20162022 presented herein has been derived from the audited consolidated financial statementsConsolidated 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 loancredit losses, the analysis and valuation of its investment securities, and the valuation of deferred tax assets, the impairment of goodwill, the valuation of derivatives, and the valuation of servicing assets as certain of Patriot’sthe Company’s more significant accounting policies and estimates, in that they are critical to the presentation of Patriot’sthe 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 Patriot’sthe Company’s Consolidated Financial Statements.

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

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 ninesix months ended SeptemberJune 30, 20172023 are not necessarily indicative of the results of operations that may be expected for the remainder of 2017.

2023.
Certain prior period amounts have been reclassified to conform to current year presentation.
Restatement of Consolidated Financial Statements
The Company has determined an error related to the calculation of the current expected credit loss (“CECL”) transition adjustment and corresponding credit loss provisions relating to a portfolio of unsecured consumer loans (the “portfolio”) purchased by the Company from an originator/servicer mostly during the 2022 calendar year. The error in the Company’s calculations of the CECL transition adjustment was due to the use of unsupported and incorrect data points used in conjunction with data provided by the third-party originator/servicer. The Company identified the following problems with its data and methodology:

1)The original weighted average life, which impacted the calculation of aggregate future losses, was understated.

2)The loss rate applied to the portfolio was applied as a straight percentage with some minor adjustments to account for the vintage/age of the portfolio purchased. While the Company attempted to capture the age impact in its analysis, it did not fully capture such impact on the projected losses of the portfolio.

3)The Company did not adequately adjust for the status of loan delinquencies as of the date of its analysis.

The Company is currently negotiating with the third-party originator/servicer with the intention of recovering all or a portion of the losses incurred. Such potential recoveries would be recognized in future periods.

The Company has restated its previously filed interim financial statements as of and for the quarter ended June 30, 2023. The restatement had the effect of increasing the CECL transition adjustment, effective January 1, 2023. As a result, there was a significant impact on the reported total shareholders’ equity/accumulated deficit, amounting to $5.3 million, net of tax. The restatement also increased the net loss for the three months ended June 30, 2023, from $546,000 to $615,000. Basic and

10


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)
diluted loss per share were reduced from $(0.14) to $(0.16) for the three months ended June 30, 2023. For the six months the net loss increased from $599,000 to $1.3 million, and basic and diluted loss per share was reduced from $(0.15) to $(0.33).

The increase in the Company’s provision for credit losses has been reflected herein, as well as its impact on net loss, net loss per share, loans receivable, the allowance for credit losses, deferred tax assets, regulatory capital and equity.
The effect of these changes on the consolidated financial statements (unaudited)

of the Company is as follows.

(In thousands)As of January 1, 2023
Adoption of CECL effective January 1, 2023:Previously ReportedAdjustmentRestated
CECL adoption transition_ ACL on loans$(7,371)$(5,630)$(13,001)
CECL adoption transition_ ACL on Off-BS exposure(1,094)(1,643)(2,737)
CECL adoption transition_ DTA Adjustment2,274 1,954 4,228 
Cumulative change in accounting principle Balance at January 1, 2023 - Adoption of CECL(6,191)(5,319)(11,510)

As of June 30, 2023
(In thousands)Previously ReportedAdjustmentRestated
Loans receivable, net of allowance for credit losses$913,876 $(7,240)$906,636 
Deferred tax asset18,169 2,217 20,386 
Total assets1,162,731 (5,023)1,157,708 
Accrued expenses and other liabilities6,693 1,011 7,704 
Accumulated deficit(38,127)(6,034)(44,161)
Total shareholders' equity52,445 (6,034)46,411 
Tier 1 Leverage ratio8.70 %(0.16)%8.54 %

Three Months Ended June 30, 2023Six Months Ended June 30, 2023
(In thousands, except shares and per share amounts)Previously ReportedAdjustmentRestatedPreviously ReportedAdjustmentRestated
Provision for credit losses$1,231 $94 $1,325 $2,567 $978 $3,545 
Net interest income after provision for credit losses6,482 (94)6,388 13,159 (978)12,181 
Loss before income taxes(752)(94)(846)(824)(978)(1,802)
Benefit for income taxes(206)(25)(231)(225)(263)(488)
Net loss(546)(69)(615)(599)(715)(1,314)
Total comprehensive loss(2,187)(69)(2,256)(993)(715)(1,708)
Basic and diluted income per share$(0.14)$(0.02)$(0.16)$(0.15)$(0.18)$(0.33)
Consolidated Statement of Cash Flows:
Net lossN/AN/AN/A$(599)$(715)$(1,314)
Provision for credit lossesN/AN/AN/A2,567 978 3,545 
Deferred income taxesN/AN/AN/A(231)(263)(494)

11

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The restatement had no impact on the Company's consolidated financial statements as of and for the periods ended June 30, 2022 or December 31, 2022.
Note 2:Available-for2.    Summary of Significant Accounting Policies
Please refer to the summary of Significant Accounting Policies included in the Company’s 2022 Annual Report on Form 10-K for a list of all policies in effect as of December 31, 2022.
Allowance for Credit Losses (“ACL”) and Impairment of Debt Securities
As described below under Recently Adopted Accounting Pronouncements, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Accounting Standard Codification (“ASC”) 326, effective January 1, 2023.
Impairment of Debt Securities Available for Sale
For available-for-sale debt securities in an unrealized loss position, the Company will first assess whether i) it intends to sell or ii) it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. If either case is applicable, any previously recognized allowances are charged off and the debt security’s amortized cost is written down to fair value through income. If neither case is applicable, the debt security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the debt security by a rating agency and any adverse conditions specifically related to the debt security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the debt security are compared to the amortized cost basis of the debt security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis. Any impairment that has not been recorded through allowance for credit losses is recognized in other comprehensive income, net of tax.
Adjustments to the allowance are reported in the income statement as a component of credit loss expense. Debt securities are charged off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by the Company or when either of the aforementioned criteria regarding intent or requirement to sell is met specifically for available-for-sale debt securities.
The Company excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on debt securities and does not record an ACL on accrued interest receivable.
ACL – Loans
The ACL is based on the Company’s evaluation of the loan portfolios, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The process is inherently subjective and subject to significant change as it requires material estimates. The allowance is increased by a provision for credit losses, which is charged to expense, and reduced by charge-offs, net of recoveries. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for credit losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.
The Company evaluates loans with similar risk characteristics in pools using a probability of default/loss given default ("PD/LGD") method. Unlike the previous allowance for loan losses approach, which applied historical loss rates to similar loan pools, the current expected credit loss ("CECL") methodology forecasts the probability of default, loss given default, and exposure at default for loans in a given pool over their remaining life. This allows the Company to derive an ACL that can absorb estimated losses over the remaining life of the portfolio.
12

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Qualitative factors play a greatly diminished role under the Company's CECL framework as reserve rates for the model in use are influenced by change in: real domestic Gross Domestic Product ("GDP"); State of Connecticut unemployment rate; New York Fed recession indicator; CoStar composite index; New York Case Schiller index; Coincident activity index; Michigan consumer activity index; S&P's BBB credit spreads; the Company's loan delinquencies and charge off data.
Credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on an individual basis. Individual evaluations are performed for nonaccrual loans and loans rated substandard that are in excess of $100,000. Specific allowances were estimated based on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.
The Company measures expected credit losses over the contractual term of a loan, adjusted for estimated prepayments. The contractual term excludes expected extensions, renewals and modifications unless there is a reasonable expectation that a troubled debt restructuring will be executed. Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums and deferred loan fees and costs. Accrued interest receivable on loans is excluded from the estimate of credit losses.
ACL – Unfunded Loan Commitments
The ACL for unfunded loan commitments represents expected credit losses over the contractual period for which the Company is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if the Company has the unconditional right to cancel the obligation. The ACL for unfunded loan commitments is reported as a component of other liabilities within the Consolidated Balance Sheets. Adjustments to the ACL for unfunded loan commitments are reported in the Consolidated Statements of Operations as a component of provision for credit losses.
Recently Issued Accounting Standards
New Accounting Standards Adopted in 2023
ASU 2016-13
In June 2016, the FASB issued ASU 2016-13,Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The ASU changes the methodology for measuring credit losses on financial instruments measured at amortized cost to a CECL model. Under the CECL model, entities are required to 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 should 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 amended the effective date of ASU 2016-13 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities, and delayed 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 was applicable to the Company. The Company adopted ASU 2016-13 effective January 1, 2023. This resulted in the Company recording an increase to the allowance for credit losses of $13.0 million and an increase to reserve for unfunded loan commitments of $2.7 million (which is included in other liabilities on the Company’s Consolidated Balance Sheets), and a cumulative-effect adjustment to increase the opening balance of accumulated deficit of $11.5 million, net of $4.2 million tax at the date of adoption.
ASU 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. The Company adopted ASU 2016-13 and ASU 2020-02 effective January 1, 2023.
13

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
ASU 2020-03
In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. This ASU clarifies various financial instruments topics, including the CECL standard issued in 2016. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Other amendments are effective upon issuance of this ASU. See the discussion regarding the adoption of ASU 2016-13 above.
ASU 2022-02
In March 2022, the FASB issued ASU No. 2022-02, Financial InstrumentsCredit Losses (Topic 326): Troubled Debt Restructurings ("TDR") 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 ASU 2016-03, including adoption in an interim period. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of this guidance did not have any material impact on the Company's Consolidated Financial Statements.
ASU 2022-06
On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.This ASU defers the sunset date of the temporary, optional expedients related to the accounting for contract modifications and hedging transactions as a result of the anticipated transition away from the use of LIBOR and other interbank offered rates to alternative reference rates. In response to the United Kingdom’s Financial Conduct Authority's extension of the cessation date of LIBOR in the United States to June 30, 2023, the FASB has deferred the expiration date of these optional expedients to December 31, 2024. The ASU became effective upon issuance and affords the Company an extended period to utilize the currently available optional expedients related to the accounting for contract modifications and hedging transactions as a result of the anticipated transition away from the use of LIBOR and other inter-bank offered rates. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.
14

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 3.    Available-for-Sale Securities

The amortized cost,, gross unrealized gains, andgross unrealized losses and approximate fair values of available-for-sale securities at SeptemberJune 30, 20172023 and December 31, 20162022 are as follows:

(In thousands)

 

 

 

Amortized
Cost

  

Gross
Unrealized
Gains

  

Gross
Unrealized
(Losses)

  

Fair
Value

 

September 30, 2017:

                

U. S. Government agency mortgage-backed securities

 $8,071   34   (69)  8,036 

Corporate bonds

  14,000   -   (95)  13,905 

Subordinated notes

  7,500   145   -   7,645 
  $29,571   179   (164)  29,586 
                 

December 31, 2016:

                

U. S. Government agency mortgage-backed securities

 $10,624   9   (192)  10,441 

Corporate bonds

  9,000   -   (39)  8,961 

Subordinated notes

  5,000   26   -   5,026 
  $24,624   35   (231)  24,428 

(In thousands)Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Fair
Value
June 30, 2023:
U. S. Government agency and mortgage-backed securities$82,192 $63 $(15,007)$67,248 
Corporate bonds18,002 — (4,747)13,255 
Subordinated notes5,000 — (764)4,236 
SBA loan pools6,409 — (1,083)5,326 
Municipal bonds560 — (78)482 
Total available-for-sale securities$112,163 $63 $(21,679)$90,547 
December 31, 2022:
U. S. Government agency and mortgage-backed securities$73,480 $— $(14,434)$59,046 
Corporate bonds19,773 (5,125)14,655 
Subordinated notes5,000 — (398)4,602 
SBA loan pools6,791 — (1,073)5,718 
Municipal bonds561 — (62)499 
Total available-for-sale securities$105,605 $$(21,092)$84,520 
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 SeptemberJune 30, 20172023 and December 31, 2016:

(In thousands)

 

Less than 12 Months

  

12 Months or More

  

Total

 
  

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

  

Fair
Value

  

Unrealized
(Loss)

 

September 30, 2017:

                        

U. S. Government agency mortgage-backed securities

 $626   (2)  3,329   (67)  3,955   (69)

Corporate bonds

  13,905   (95)  -   -   13,905   (95)
  $14,531   (97)  3,329   (67)  17,860   (164)
                         

December 31, 2016:

                        

U. S. Government agency mortgage-backed securities

 $5,969   (144)  3,356   (48)  9,325   (192)

Corporate bonds

  -   -   5,961   (39)  5,961   (39)
  $5,969   (144)  9,317   (87)  15,286   (231)

At September2022:

(In thousands)Less than 12 Months12 Months or MoreTotal
Fair
Value
Unrealized
(Loss)
Fair
Value
Unrealized
(Loss)
Fair
Value
Unrealized
(Loss)
June 30, 2023:
U. S. Government agency and mortgage-backed securities$18,306 $(1,077)$46,807 $(13,930)$65,113 $(15,007)
Corporate bonds— — 13,255 (4,747)13,255 (4,747)
Subordinated notes2,543 (457)1,693 (307)4,236 (764)
SBA loan pools1,276 (13)4,050 (1,070)5,326 (1,083)
Municipal bonds— — 482 (78)482 (78)
Total available-for-sale securities$22,125 $(1,547)$66,287 $(20,132)$88,412 $(21,679)
      
December 31, 2022:      
U. S. Government agency and mortgage-backed securities$11,126 $(633)$47,920 $(13,801)$59,046 $(14,434)
Corporate bonds1,959 (64)10,934 (5,061)12,893 (5,125)
Subordinated notes4,602 (398)— — 4,602 (398)
SBA loan pools1,437 (12)4,280 (1,061)5,717 (1,073)
Municipal bonds— — 498 (62)498 (62)
Total available-for-sale securities$19,124 $(1,107)$63,632 $(19,985)$82,756 $(21,092)

15

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
As of June 30, 20172023 and December 31, 2016, eight2022, forty-nine of thirteenfifty and seven outforty-six of twelveforty-seven available-for-sale securities had unrealized losses with an aggregate depreciationdecline of 0.9%(19.7)% and 1.5%(20.3)% from the amortized cost of those securities, respectively.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

BasedAt June 30, 2023, no allowance for credit losses has been recognized on its quarterly reviews, management believes that none available for sale debt securities in an unrealized loss position as the Company does not believe any of the lossesdebt securities are credit impaired. This is based on available-for-sale securities noted above constitute an other-than-temporary impairment (“OTTI”).the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available for sale debt securities. 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, and corporate debt. Management considers the issuers of thethese debt securities continue to be financially sound, the corporate bonds are investment grade, and the collectability of all contractualmake timely principal and interest payments under the contractual terms of the securities. The Company does not intend to sell these debt securities and it is reasonably expected. Since Patriot ismore likely than not more-likely-than-not tothat the Company will not be required to sell the investmentsdebt securities before recovery of their amortized cost, which may be at maturity. The unrealized losses are due to increases in market interest rates over the yields available at the time the debt securities were purchased.

With regard to U.S. mortgage-backed securities and municipal bonds issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and doescredit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities.
With regard to corporate bonds, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. 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 intendpermit the issuer to sellsettle the securities at a loss, noneprice less than the amortized cost bases of the investments. Furthermore, as of June 30, 2023, there were no past due principal or interest payments associated with these securities. Based upon (i) the issuer’s strong bond ratings and (ii) a zero historical loss rate, no allowance for credit losses has been recorded for available-for-sale securities noted are considered to be OTTIat June 30, 2023. All debt securities in an unrealized loss position as of SeptemberJune 30, 2017.

At September2023 continue to perform as scheduled and the Company does not believe there is a possible credit loss or that an allowance for credit loss on these debt securities is necessary.

As of June 30, 20172023 and December 31, 2016,2022, available-for-sale securities of $5.0$70.3 million and $4.2$30.8 million, respectively, were pledged to the FRB of New York,Federal Home Loan Bank ("FHLB") and Federal Reserve Bank (“FRB”). The securities were pledged primarily to secure borrowings from the FHLB and municipal deposits.

16

Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held at Septemberas of June 30, 20172023 and December 31, 2016.2022. 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

 

September 30, 2017:

                                

Corporate bonds

 $-   9,000   5,000   14,000   -   8,954   4,951   13,905 

Subordinated Notes

  1,000   6,500   -   7,500   1,019   6,626   -   7,645 

Available-for-sale securities with single maturity dates

  1,000   15,500   5,000   21,500   1,019   15,580   4,951   21,550 

U. S. Government agency mortgage-backed securities

  -   940   7,131   8,071   -   920   7,116   8,036 
  $1,000   16,440   12,131   29,571   1,019   16,500   12,067   29,586 
                                 

December 31, 2016:

                                

Corporate bonds

 $9,000   -   -   9,000   8,961   -   -   8,961 

Subordinated Notes

  1,000   4,000   -   5,000   1,026   4,000   -   5,026 

Available-for-sale securities with single maturity dates

  10,000   4,000   -   14,000   9,987   4,000   -   13,987 

U. S. Government agency mortgage-backed securities

  -   2,132   8,492   10,624   -   2,106   8,335   10,441 
  $10,000   6,132   8,492   24,624   9,987   6,106   8,335   24,428 

There were $13.8

(In thousands)Amortized CostFair Value
Due
Within
5 years
 Due After
5 years
through
10 years
 Due
After
10 years
TotalDue
Within
5 years
 Due After
5 years
through
10 years
 Due
After
10 years
Total
June 30, 2023:
Corporate bonds$2,007  $15,995  $— $18,002 $1,855  $11,400  $— $13,255 
Subordinated notes3,000  2,000  — 5,000 2,543  1,693  — 4,236 
SBA loan pools—  1,289  5,120 6,409 —  1,276  4,050 5,326 
Municipal bonds154  406  — 560 139  343  — 482 
Available-for-sale securities with stated maturity dates5,161  19,690  5,120 29,971 4,537  14,712  4,050 23,299 
U. S. Government agency and mortgage-backed securities—  5,237  76,955 82,192 —  4,134  63,114 67,248 
Total available-for-sale securities$5,161  $24,927  $82,075 $112,163 $4,537  $18,846  $67,164 $90,547 
December 31, 2022:
Corporate bonds$3,778  $15,995  $— $19,773 $3,721  $10,934  $— $14,655 
Subordinated notes3,000  2,000  — 5,000 2,830  1,772  — 4,602 
SBA loan pools—  1,449  5,342 6,791 —  1,438  4,280 5,718 
Municipal bonds154  407  — 561 139  360  — 499 
Available-for-sale securities with stated maturity dates6,932  19,851  5,342 32,125 6,690  14,504  4,280 25,474 
U. S. Government agency and mortgage-backed securities—  5,276  68,204 73,480 —  4,129  54,917 59,046 
Total available-for-sale securities$6,932  $25,127  $73,546 $105,605 $6,690  $18,633  $59,197 $84,520 
During the six months ended June 30, 2023, the Company purchased $10.4 million salesU.S. Government agency mortgage-backed securities and $20.6sold $1.8 million purchases of available-for-sale securities in 2017. No lossand recognized a net gain on the sale of available-for-sale securities was recorded during$24,000. During the third quarter ended September 30, 2017. A loss on the sale of available-for-sale securities of $78,000 was recorded during the ninesix months ended SeptemberJune 30, 2017. There were no realized gains (losses)2022, the Company purchased $2.0 million corporate bonds and $1.0 million subordinated notes, and did not sell any available-for-sale securities.

17

Table of available-for sale securities during the three and nine months ended September 30, 2016.

Contents

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

Note 3:4.    Loans Receivable and Allowance for LoanCredit Losses

As of SeptemberJune 30, 20172023 and December 31, 2016,2022, loans receivable, net, consistsconsisted of the following:

(In thousands)

        

Loan portfolio segment:

 

September 30,
2017

  

December 31,
2016

 

Commercial Real Estate

 $296,625   271,229 

Residential Real Estate

  150,664   86,514 

Commercial and Industrial

  117,673   60,977 

Consumer and Other

  90,973   101,449 

Construction

  48,328   53,895 

Construction to permanent - CRE

  5,855   7,593 

Loans receivable, gross

  710,118   581,657 

Allowance for loan losses

  (6,222)  (4,675)

Loans receivable, net

 $703,896   576,982 

(In thousands)June 30, 2023December 31, 2022
Loan portfolio segment:
Commercial Real Estate$511,655 $437,443 
Residential Real Estate116,454 124,140 
Commercial and Industrial171,574 138,787 
Consumer and Other123,063 141,091 
Construction5,525 4,922 
Construction to Permanent - CRE2,463 1,933 
Loans receivable, gross930,734 848,316 
Allowance for credit losses(24,098)(10,310)
Loans receivable, net$906,636 $838,006 
Patriot's lending activities are conducted principally in Fairfield andin: Connecticut; the southern counties of New Haven Counties in Connecticut andYork including Westchester, County in New York,Nassau, Suffolk, and the five Boroughs of New York City.City; and the Northern Counties of New Jersey, including Passaic, Bergen, Essex, Hudson and Union. Patriot originates commercial real estate loans, commercial business loans, a variety of consumer loans, and construction loans.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’sPatriot’s loan origination policy for multi–familymulti-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’ss portfolio classes include the following:

Commercial Real Estate Loans

In underwriting commercial real estate loans, Patriot evaluates both the prospective borrower’sborrower’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, 2023, Patriot did not purchase any commercial real estate loans. There were zero and $20.7 million commercial real estate loans purchased during the three and six months ended June 30, 2022, respectively.

18


Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

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.

In March 2017,

During the three and six months ended June 30, 2023 and 2022, Patriot did not purchased $73 million of any residential real estate loans.

Commercial and Industrial Loans

Patriot’s

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 $5.8 million at both June 30, 2023 and December 31, 2022. 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 has purchased unsecured consumer loans from a third party which are higher yielding loans of 2-5 year terms that are expected to incur an increased level of charge-offs. Loans outstanding under this program at June 30, 2023 and December 31, 2022 totaled $68.3 million and $78.9 million, respectively. Loans purchased under this program totaled $4.3 million and $13.6 million for three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2022, the Bank purchased $32.0 million and $50.4 million unsecured consumer loans, respectively.
The Company does not haveoriginate any lending programsloans 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, 2023, Patriot purchased home equity line of credit loans (“HELOC”) of $1.5 million. During the three and six months ended June 30, 2022, the Bank purchased HELOC loans of $27.7 million.

19

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Construction Loans

Construction loans are of a short-term nature, generally of eighteen-monthseighteen 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.

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.

The construction loans outstanding at June 30, 2023 and December 31, 2022 totaled $5.5 million and $4.9 million, respectively.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

Construction to Permanent – CRE

One time- 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 termshort-term period similar to a construction loan, generally with a variable rate, and a longer term CREcommercial real estate loan typically 20-25 years, resetting every five years to the FHLBFederal 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-definedpredefined 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 $32.8 million and $32.5 million as of June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023 and 2022, no SBA loans previously classified as held for sale were transferred 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 $135,000 and $157,000 as of June 30, 2023 and December 31, 2022, respectively, which are included in the commercial and industrial loan classifications.

20

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Allowance for LoanCredit Losses

As described in Note 2, “Summary of Significant Accounting Policies,” the Company adopted ASU 2016-13 on January 1, 2023, which introduced the CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the ACL is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.
The Company estimates expected credit losses for pooled loans using a modeling method that incorporates probability of default and loss given default. The PD model employs a quarterly risk-rating transition method to estimate the probability of default by simulating loan downgrades and assigning increasing default probabilities to each loan. This captures the likelihood that borrowers will be unable to repay their loans according to the original terms. The LGD calculation considers characteristics such as collateral value and vintage, underlying collateral characteristics (e.g., CRE vs. residential, owner-occupied vs. investment), and other relevant underwriting characteristics.
Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.
Real estate construction loans include risks associated with the borrower’s credit-worthiness, contractor’s qualifications, borrower and contractor performance, and the overall risk and complexity of the proposed project. Construction lending is also subject to risks associated with sub-market dynamics, including population, employment trends and household income. During times of economic stress, this type of loan has typically had a greater degree of risk than other loan types.
Real estate mortgage loans consist of loans secured by commercial and residential real estate. Commercial real estate lending is divided into Investment CRE and Owner-Occupied CRE. Investment CRE is dependent upon successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy. Owner-Occupied CRE is utilized by a business for the purpose of providing the space needs for that business and the running of its operations. Repayment is dependent on the cash flow and successful operations of the business. Repayment of these loans may be adversely affected by conditions in the specific owner’s industry. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. Residential real estate lending risks are generally less significant than those of other loans. Real estate lending risks include fluctuations in the value of real estate, bankruptcies, economic downturn and customer financial problems.
Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans and CRE loans, but less risky than many commercial loans and carry generally low relative balances across a diverse borrowing pool. Risk of default is usually determined by the well-being of the local economies. During times of economic stress, there is usually some level of job loss both nationally and locally, which directly affects the ability of the consumer to repay debt.
The Company maintains an ACL for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability account on the Consolidated Balance Sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of provision for credit losses. The allowance for credit losses on unfunded commitments was $1,495,000 at June 30, 2023.
21

Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize the activity in the allowance for loancredit losses, allocated to segments of the loan portfolio, for the three and ninesix months ended SeptemberJune 30, 20172023 and 2016:

(In thousands)

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
[CRE]

  

Unallocated

  

Total

 
Three months ended September 30, 2017                                

Allowance for loan losses:

                                

June 30, 2017

 $2,218   1,041   1,453   593   490   73   76   5,944 

Charge-offs

  -   -   (265)  (10)  -   -   -   (275)

Recoveries

  6   -   -   2   -   -   -   8 

Provisions (credits)

  (52)  4   685   (327)  293   (27)  (31)  545 

September 30, 2017

 $2,172   1,045   1,873   258   783   46   45   6,222 
                                 
Three months ended September 30, 2016                                

Allowance for loan losses:

                                

June 30, 2016

 $2,295   647   3,400   531   169   145   22   7,209 

Charge-offs

  -   (186)  (50)  (2)  -   -   -   (238)

Recoveries

  -   2   -   -   -   -   -   2 

Provisions (credits)

  (491)  949   352   (329)  (108)  (18)  -   355 

September 30, 2016

 $1,804   1,412   3,702   200   61   127   22   7,328 

(In thousands) 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
[CRE]

  

Unallocated

  

Total

 

Nine months ended September 30, 2017

                                

Allowance for loan losses:

                                

December 31, 2016

 $1,853   534   740   641   712   69   126   4,675 

Charge-offs

  -   -   (265)  (23)  -   -   -   (288)

Recoveries

  8   -   2,769   2   -   -   -   2,779 

Provisions (credits)

  311   511   (1,371)  (362)  71   (23)  (81)  (944)
                                 

September 30, 2017

 $2,172   1,045   1,873   258   783   46   45   6,222 
                                 
Nine months ended September 30, 2016                                

Allowance for loan losses:

                                

December 31, 2015

 $1,970   740   1,027   677   486   123   219   5,242 

Charge-offs

  -   (190)  (50)  (4)  -   -   -   (244)

Recoveries

  -   3   12   1   -   -   -   16 

Provisions (credits)

  (166)  859   2,713   (474)  (425)  4   (197)  2,314 
                                 

September 30, 2016

 $1,804   1,412   3,702   200   61   127   22   7,328 

allowance for loan and lease losses for three and six months ended June 30, 2022:
(In thousands)Commercial
Real Estate
Residential
Real Estate
Commercial
and
Industrial
Consumer
and
Other
ConstructionConstruction to
Permanent
- CRE
UnallocatedTotal
Three Months Ended June 30, 2023
Allowance for credit losses:
March 31, 2023$9,809 $853 $1,799 $12,251 $21 $47 $— $24,780 
Charge-offs— — (4)(2,516)(150)— — (2,670)
Recoveries— 11 260 — — — 280 
Provisions (credits)230 163 (131)1,280 162 — 1,708 -1
June 30, 2023$10,039 $1,027 $1,673 $11,275 $33 $51 $— $24,098 
Three Months Ended June 30, 2022
Allowance for loan and lease losses:
March 31, 2022$4,889 $1,512 $2,860 $319 $56 $$92 $9,737 
Charge-offs— — — (100)— — — (100)
Recoveries— — 11 — — — 17 
Provisions (credits)91 (117)(555)838 10 275 
June 30, 2022$4,980 $1,395 $2,316 $1,063 $58 $15 $102 $9,929 
The allowance and provision for the three and six months ended June 30, 2023 are not comparable to prior periods due to the adoption of CECL.
(1) The provision on credit losses for three months ended June 30, 2023 does not include the credit on unfunded loan commitments of $383,000 for the three months ended June 30, 2023.
(In thousands)Commercial
Real Estate
Residential Real EstateCommercial
and
Industrial
Consumer
and
Other
ConstructionConstruction
to
Permanent
- CRE
UnallocatedTotal
Six Months Ended June 30, 2023        
Allowance for credit losses:        
December 31, 2022$6,966 $665 $1,403 $1,207 $24 $10 $35 $10,310 
Impact of ASC 326 Adoption1,626 189 219 10,977 (4)29 (35)13,001 
Charge-offs— — (6)(4,312)(150)— — (4,468)
Recoveries— 11 16 433 — — — 460 
Provisions1,447 162 41 2,970 163 12 — 4,795 (2)
June 30, 2023$10,039 $1,027 $1,673 $11,275 $33 $51 $— $24,098 
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— 26 — — — 34 
(Credits) provisions(83)(306)(174)950 50 (26)(136)275 
June 30, 2022$4,980 $1,395 $2,316 $1,063 $58 $15 $102 $9,929 
(2) The provision on credit losses for six months ended June 30, 2023 does not include the credit on unfunded loan commitments of $1.3 million.


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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

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 SeptemberJune 30, 20172023:
(In thousands)Commercial
Real Estate
Residential
Real Estate
Commercial
and
Industrial
Consumer
and
Other
ConstructionConstruction to
 Permanent
 - CRE
UnallocatedTotal
June 30, 2023
Allowance for credit losses:
Individually evaluated for impairment$6,387 $196 $719 $— $— $— $— $7,302 
Collectively evaluated for impairment3,652 831 954 11,275 33 51 — 16,796 
Total allowance for credit losses$10,039 $1,027 $1,673 $11,275 $33 $51 $— $24,098 
Loans receivable, gross:
Individually evaluated for impairment$11,368 $2,355 $6,582 $— $— $— $— $20,305 
Collectively evaluated for impairment500,287 114,099 164,992 123,063 5,525 2,463 — 910,429 
Total loans receivable, gross$511,655 $116,454 $171,574 $123,063 $5,525 $2,463 $— $930,734 
The following tables presents the balance in the allowance for loan and lease losses and the recorded investment in loans by portfolio segment based on impairment method as of December 31, 2016:

(In thousands)

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
[CRE]

  

Unallocated

  

Total

 

September 30, 2017

                                

Allowance for loan losses:

                                
                                 

Individually evaluated for impairment

 $-   -   285   -   -   -   -   285 
                                 

Collectively evaluated for impairment

  2,172   1,045   1,588   258   783   46   45   5,937 
                                 

Total allowance for loan losses

 $2,172   1,045   1,873   258   783   46   45   6,222 
                                 

Loans receivable, gross:

                                

Individually evaluated for impairment

 $6,081   1,904   285   715   -   -   -   8,985 
                                 

Collectively evaluated for impairment

  290,544   148,760   117,388   90,258   48,328   5,855   -   701,133 
                                 

Total loans receivable, gross

 $296,625   150,664   117,673   90,973   48,328   5,855   -   710,118 

(In thousands)

 

Commercial
Real Estate

  

Residential
Real Estate

  

Commercial
and
Industrial

  

Consumer
and
Other

  

Construction

  

Construction
to
Permanent
[CRE]

  

Unallocated

  

Total

 

December 31, 2016

                                

Allowance for loan losses:

                                

Individually evaluated for impairment

 $-   -   231   -   -   -   -   231 
                                 

Collectively evaluated for impairment

  1,853   534   509   641   712   69   126   4,444 
                                 

Total allowance for loan losses

 $1,853   534   740   641   712   69   126   4,675 
                                 

Loans receivable, gross:

                                

Individually evaluated for impairment

 $6,267   1,911   231   542   -   -   -   8,951 
                                 

Collectively evaluated for impairment

  264,962   84,603   60,746   100,907   53,895   7,593   -   572,706 
                                 

Total loans receivable, gross

 $271,229   86,514   60,977   101,449   53,895   7,593   -   581,657 

2022:

(In thousands)Commercial
Real Estate
Residential
Real Estate
Commercial
and
Industrial
Consumer
and
Other
ConstructionConstruction to
Permanent
- CRE
UnallocatedTotal
December 31, 2022
Allowance for loan and lease losses:
Individually evaluated for impairment$5,430 $$608 $— $— $— $— $6,043 
Collectively evaluated for impairment1,536 660 795 1,207 24 10 35 4,267 
Total allowance for loan losses$6,966 $665 $1,403 $1,207 $24 $10 $35 $10,310 
Loans receivable, gross:
Individually evaluated for impairment$11,241 $2,508 $4,653 $514 $— $— $— $18,916 
Collectively evaluated for impairment426,202 121,632 134,134 140,577 4,922 1,933 — 829,400 
Total loans receivable, gross$437,443 $124,140 $138,787 $141,091 $4,922 $1,933 $— $848,316 
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, lendingcredit 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 lending officer’scredit 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 annually by the Credit Department.

Department either annually, biannually, or every 4 years, depending upon the amount of the bank’s exposure and other credit metrics.

Additionally, Patriot retains aan independent third-party objective loan reviewingreview expert to perform a quarterlysemi-annual analysis of the results of its risk rating process. The quarterlysemi-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 quarterlysemi-annual review, are required to be approved byreported to the Loan Committee.

Audit Committee of the Board of Directors.

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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

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 BankCompany to sufficient risk to warrant classification in one of the following categories:

Sub-standard: An asset is considered “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Sub-standard 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 “sub-standard”, with the added characteristic that the weaknesses present make collection or liquidation-in–full improbable, on the basis of currently existing facts, conditions, and values.

Charge–offs,

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 commence afteroccur upon confirmation of the partial loss amount, but may be deferred in certain cases until the credit moves from doubtful to a partial or full loss classification. 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. If either type of loan is classified as “doubtful”.

In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for"full loss”, meaning full loss on the classification of retail credit based on delinquency status, “Open-end” and “Closed-end” credits are charged off when 180 days and120 days delinquent, respectively.

If an accountloan is classified as “Loss”,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 March 2017,accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the Bank reached a settlement agreement with its insurance carrier for a loss recognized in 2016, related to a single Commercialclassification of retail credit based on delinquency status, “Open-end” and Industrial loan, resulting in cash receipts“Closed-end” credits are charged off when 180 days and 90 days delinquent, respectively.

24

Table of $2.8 million, net of related deductibles and other amounts excluded pursuant to the insurance policy.

Contents

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

The following tablestables summarize loan amortized cost by vintage, credit quality indicator and class of loans based on year of origination:
Term of Loans by Origination
As of June 30, 2023:20232022202120202019PriorRevolvingTotal Loans
Receivable
Gross
Loan portfolio segment:
Commercial Real Estate:
Pass$94,387 $157,102 $129,284 $3,728 $30,112 $69,815 $— $484,428 
Special mention— — — — 550 — — 550 
Substandard— — — — 21,296 5,381 — 26,677 
94,387 157,102 129,284 3,728 51,958 75,196 — 511,655 
Residential Real Estate:
Pass18 1,267 3,297 12,081 15,897 80,192 528 113,280 
Special mention— — — — — 609 — 609 
Substandard— — — — — 2,565 — 2,565 
18 1,267 3,297 12,081 15,897 83,366 528 116,454 
Commercial and Industrial:
Pass1,470 15,000 24,677 8,312 8,908 7,810 97,560 163,737 
Special mention11 — — — 513 11 — 535 
Substandard— 732 938 — 4,295 1,268 69 7,302 
1,481 15,732 25,615 8,312 13,716 9,089 97,629 171,574 
Consumer and Other:
Pass7,864 53,517 7,026 — 5,992 15,816 32,779 122,994 
Substandard— — — — — 69 — 69 
7,864 53,517 7,026 — 5,992 15,885 32,779 123,063 
Construction:
Pass— — 5,033 — — — — 5,033 
Substandard— — — — 492 — — 492 
— — 5,033 — 492 — — 5,525 
Construction to Permanent -CRE:
Pass— — 2,463 — — — — 2,463 
— — 2,463 — — — — 2,463 
Total$103,750 $227,618 $172,718 $24,121 $88,055 $183,536 $130,936 $930,734 
Loans receivable, gross:
Pass$103,739 $226,886 $171,780 $24,121 $60,909 $173,633 $130,867 $891,935 
Special mention11 — — — 1,063 620 — 1,694 
Substandard— 732 938 — 26,083 9,283 69 37,105 
Loans receivable, gross$103,750 $227,618 $172,718 $24,121 $88,055 $183,536 $130,936 $930,734 

25

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, 2023.
(In thousands)Performing (Accruing) Loans
As of June 30, 2023:30 - 59
Days
Past Due
60 - 89
Days
Past Due
90 Days
or
Greater
Past Due
Total
Past Due
CurrentTotal
Performing
Loans
Non-
accruing
Loans
Loans
Receivable
Gross
Loan portfolio segment:
Commercial Real Estate:
Pass$3,284 $— $— $3,284 $481,144 $484,428 $— $484,428 
Special mention— — — — 550 550 — 550 
Substandard322 — — 322 14,987 15,309 11,368 26,677 
3,606 — — 3,606 496,681 500,287 11,368 511,655 
Residential Real Estate:
Pass1,054 74 330 1,458 111,822 113,280 — 113,280 
Special mention— — — — 609 609 — 609 
Substandard— — — — — — 2,565 2,565 
1,054 74 330 1,458 112,431 113,889 2,565 116,454 
Commercial and Industrial:
Pass1,678 — 230 1,908 161,829 163,737 — 163,737 
Special mention— — — — 535 535 — 535 
Substandard— 541 — 541 106 647 6,655 7,302 
1,678 541 230 2,449 162,470 164,919 6,655 171,574 
Consumer and Other:
Pass1,397 1,543 868 3,808 119,186 122,994 — 122,994 
Substandard— — — — 23 23 46 69 
1,397 1,543 868 3,808 119,209 123,017 46 123,063 
Construction:
Pass— — — — 5,033 5,033 — 5,033 
Substandard— — — — 492 492 — 492 
— — — — 5,525 5,525 — 5,525 
Construction to Permanent - CRE:
Pass— — — — 2,463 2,463 — 2,463 
— — — — 2,463 2,463 — 2,463 
Total$7,735 $2,158 $1,428 $11,321 $898,779 $910,100 $20,634 $930,734 
Loans receivable, gross:
Pass$7,413 $1,617 $1,428 $10,458 $881,477 $891,935 $— $891,935 
Special mention— — — — 1,694 1,694 — 1,694 
Substandard322 541 — 863 15,608 16,471 20,634 37,105 
Loans receivable, gross$7,735 $2,158 $1,428 $11,321 $898,779 $910,100 $20,634 $930,734 

26

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, 2022.
(In thousands)Performing (Accruing) Loans
As of December 31, 2022:30 - 59 Days
Past Due
60 - 89 Days
Past Due
90 Days
or
Greater Past
Due
Total
Past Due
CurrentTotal
Performing
Loans
Non-accruing
Loans
Loans
Receivable
Gross
Loan portfolio segment:
Commercial Real Estate:
Pass$— $— $— $— $401,313 $401,313 $— $401,313 
Special mention— — — — 24,559 24,559 — 24,559 
Substandard330 — — 330 — 330 11,241 11,571 
330 — — 330 425,872 426,202 11,241 437,443 
Residential Real Estate:
Pass330 — — 330 120,715 121,045 — 121,045 
Special mention— — — — 625 625 — 625 
Substandard— — — — — — 2,470 2,470 
330 — — 330 121,340 121,670 2,470 124,140 
Commercial and Industrial:
Pass— 230 232 131,092 131,324 — 131,324 
Special mention— — — — 597 597 — 597 
Substandard1,488 412 — 1,900 133 2,033 4,833 6,866 
1,490 412 230 2,132 131,822 133,954 4,833 138,787 
Consumer and Other:
Pass929 3,175 925 5,029 135,990 141,019 — 141,019 
Substandard— — — — 23 23 49 72 
929 3,175 925 5,029 136,013 141,042 49 141,091 
Construction:
Pass895 — — 895 3,503 4,398 — 4,398 
Special mention— — — — 524 524 — 524 
895 — — 895 4,027 4,922 — 4,922 
Construction to Permanent - CRE:
Pass— — — — 1,933 1,933 — 1,933 
— — — — 1,933 1,933 — 1,933 
Total$3,974 $3,587 $1,155 $8,716 $821,007 $829,723 $18,593 $848,316 
Loans receivable, gross:
Pass$2,156 $3,175 $1,155 $6,486 $794,546 $801,032 $— $801,032 
Special mention— — — — 26,305 26,305 — 26,305 
Substandard1,818 412 — 2,230 156 2,386 18,593 20,979 
Loans receivable, gross$3,974 $3,587 $1,155 $8,716 $821,007 $829,723 $18,593 $848,316 

27

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 SeptemberJune 30, 20172023 and December 31, 2016:

(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 September 30, 2017:

                        

Loan portfolio segment:

                        

Residential Real Estate:

                        

Sub-standard

 $-   -   1,590   1,590   -   1,590 

Commercial and Industrial:

                        

Sub-standard

  -   -   286   286   -   286 

Consumer and Other

                        

Sub-standard

  -   -   175   175   -   175 

Total non-accruing loans

 $-   -   2,051   2,051   -   2,051 
                         

As of December 31, 2016:

                        

Loan portfolio segment:

                        

Residential Real Estate:

                        

Sub-standard

 $-   -   1,590   1,590   -   1,590 

Commercial and Industrial:

                        

Sub-standard

  -   -   231   231   -   231 

Total non-accruing loans

 $-   -   1,821   1,821   -   1,821 

If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income of $27,000 and $70,000 would have been recognized in income during the three and nine months ended September 30, 2017, respectively. For the three and nine months ended September 30, 2016, additional interest income of $70,000 and $266,000 would have been recognized in income.

Additionally, certain loans for which the borrower cannot demonstrate sufficient cash flow to continue loan payments in the future and certain troubled debt restructurings (“TDRs”) are placed on non-accrual status. During the three and nine months ended September 30, 2017 and 2016, no interest income was collected and recognized on non-accruing loans.

2022:

(In thousands) Non-accruing Loans
 30 - 59
Days
Past Due
60 - 89
Days
Past Due
90 Days or
Greater Past
Due
Total
Past Due
CurrentTotal
Non-accruing
Loans
As of June 30, 2023: 
Loan portfolio segment: 
Commercial Real Estate: 
Substandard $— $— $11,368 $11,368 $— $11,368 
Residential Real Estate: 
Substandard 89 71 1,795 1,955 610 2,565 
Commercial and Industrial: 
Substandard 940 — 5,570 6,510 145 6,655 
Consumer and Other: 
Substandard — — 26 26 20 46 
Total non-accruing loans $1,029 $71 $18,759 $19,859 $775 $20,634 
 
As of December 31, 2022: 
Loan portfolio segment: 
Commercial Real Estate: 
Substandard $— $— $11,241 $11,241 $— $11,241 
Residential Real Estate: 
Substandard 657 — 1,796 2,453 17 2,470 
Commercial and Industrial: 
Substandard 46 395 3,196 3,637 1,196 4,833 
Consumer and Other: 
Substandard — — 27 27 22 49 
Total non-accruing loans $703 $395 $16,260 $17,358 $1,235 $18,593 
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, and there isafter at least six months of performance. Management considers all non-accrual loans and troubled debt restructurings to be impaired. In most cases, loan payments that are past due less than 90 days, based on contractual terms, are considered collection delays and not an indication of loan impairment.timely payment history. The Bank considers loans under $100,000 and consumer installment loans to be pools of smaller homogeneous loan balances, whichand therefore are collectively evaluated for impairment, and not individually measured for impairment.

If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $133,000 and $268,000 would have been recognized during the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2022, additional interest income (net of cash collected) of approximately $115,000 and $221,000 would have been recognized, respectively.
Interest income collected and recognized on non-accruing loans for the three and six months ended June 30, 2023 was $193,000 and $336,000, respectively. During the three and six months ended June 30, 2022, interest income collected and recognized on non-accruing loans was $114,000 and $204,000, respectively.

28


Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

Individually Evaluated Loans
The following tables summarize performing and non-performingtable reflects information about the individually evaluated loans receivable by portfolio segment, by aging category, by delinquency statusclass as of SeptemberJune 30, 20172023 and December 31, 2016.

(In thousands)

 

Performing (Accruing) Loans

         

As of September 30, 2017:

 

30 - 59

Days
Past Due

  

60 - 89

Days
Past Due

  

90 Days
or
Greater

Past Due

  

Total

  

Current

  

Total
Performing
Loans

  

Non-accruing
Loans

  

Loans
Receivable
Gross

 

Loan portfolio segment:

                                

Commercial Real Estate:

                                

Pass

 $1,300   -   -   1,300   277,475   278,775   -   278,775 

Special Mention

  652   -   -   652   12,510   13,162   -   13,162 

Substandard

  -   1,699   -   1,699   2,989   4,688   -   4,688 
   1,952   1,699   -   3,651   292,974   296,625   -   296,625 

Residential Real Estate:

                                

Pass

  556   364   1,447   2,367   145,170   147,537   -   147,537 

Special Mention

  -   -   -   -   1,537   1,537   -   1,537 

Substandard

  -   -   -   -   -   -   1,590   1,590 
   556   364   1,447   2,367   146,707   149,074   1,590   150,664 

Commercial and Industrial:

                                

Pass

  1,799   500   2,500   4,799   112,088   116,887   -   116,887 

Substandard

  -   -   500   500   -   500   286   786 
   1,799   500   3,000   5,299   112,088   117,387   286   117,673 

Consumer and Other:

                                

Pass

  -   125   -   125   90,673   90,798   -   90,798 

Substandard

  -   -   -   -   -   -   175   175 
   -   125   -   125   90,673   90,798   175   90,973 

Construction:

                                

Pass

  -   -   -   -   48,328   48,328   -   48,328 
                                 

Construction to permanent - CRE:

                                

Pass

  -   -   -   -   5,855   5,855   -   5,855 
                                 

Total

 $4,307   2,688   4,447   11,442   696,625   708,067   2,051   710,118 
                                 

Loans receivable, gross:

                                

Pass

 $3,655   989   3,947   8,591   679,589   688,180   -   688,180 

Special Mention

  652   -   -   652   14,047   14,699   -   14,699 

Substandard

  -   1,699   500   2,199   2,989   5,188   2,051   7,239 

Loans receivable, gross

 $4,307   2,688   4,447   11,442   696,625   708,067   2,051   710,118 

2022:
(In thousands) June 30, 2023December 31, 2022
 Recorded
Investment
Principal
Outstanding
Related
Allowance
Recorded InvestmentPrincipal OutstandingRelated Allowance
With no related allowance recorded: 
Commercial Real Estate $387 $430 $— $2,435 $2,428 $— 
Residential Real Estate 732 872 — 2,402 2,224 — 
Commercial and Industrial 1,859 2,223 — 1,939 2,424 — 
Consumer and Other — — — 514 514 — 
 2,978 3,525 — 7,290 7,590 — 
With a related allowance recorded: 
Commercial Real Estate 10,981 10,955 6,387 8,806 8,656 5,430 
Residential Real Estate 1,623 1,448 196 106 105 
Commercial and Industrial 4,723 4,742 719 2,714 2,863 608 
 17,327 17,145 7,302 11,626 11,624 6,043 
 
Individually evaluated loans, Total: 
Commercial Real Estate 11,368 11,385 6,387 11,241 11,084 5,430 
Residential Real Estate 2,355 2,320 196 2,508 2,329 
Commercial and Industrial 6,582 6,965 719 4,653 5,287 608 
Consumer and Other — — — 514 514 — 
Total $20,305 $20,670 $7,302 $18,916 $19,214 $6,043 

29


Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

(In thousands)

 

Performing (Accruing) Loans

         

As of December 31, 2016:

 

30 - 59 Days
Past Due

  

60 - 89 Days
Past Due

  

90 Days
or
Greater Past Due

  

Total

  

Current

  

Total
Performing
Loans

  

Non-accruing
Loans

  

Loans
Receivable
Gross

 

Loan portfolio segment:

                                

Commercial Real Estate:

                                

Pass

 $-   -   -   -   265,246   265,246   -   265,246 

Special Mention

  -   -   -   -   4,531   4,531   -   4,531 

Substandard

  -   -   -   -   1,452   1,452   -   1,452 
   -   -   -   -   271,229   271,229   -   271,229 

Residential Real Estate:

                                

Pass

  131   9   1,449   1,589   83,335   84,924   -   84,924 

Substandard

  -   -   -   -   -   -   1,590   1,590 
   131   9   1,449   1,589   83,335   84,924   1,590   86,514 

Commercial and Industrial:

                                

Pass

  47   4   -   51   60,692   60,743   -   60,743 

Substandard

  -   -   -   -   3   3   231   234 
   47   4   -   51   60,695   60,746   231   60,977 

Consumer and Other:

                                

Pass

  75   -   3   78   101,371   101,449   -   101,449 
                                 

Construction:

                                

Pass

  -   -   -   -   53,895   53,895   -   53,895 
                                 

Construction to permanent - CRE:

                                

Pass

  -   -   -   -   7,593   7,593   -   7,593 
                                 

Total

 $253   13   1,452   1,718   578,118   579,836   1,821   581,657 
                                 

Loans receivable, gross:

                                

Pass

 $253   13   1,452   1,718   572,132   573,850   -   573,850 

Special Mention

  -   -   -   -   4,531   4,531   -   4,531 

Substandard

  -   -   -   -   1,455   1,455   1,821   3,276 

Loans receivable, gross

 $253   13   1,452   1,718   578,118   579,836   1,821   581,657 


Consolidated Financial Statements (Unaudited)

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes

The following table summarizes additional information regarding individually evaluated loans by class for the three and six months ended June 30, 2023 and 2022.
Three Month Ended June 30,Six Months Ended June 30,
(In thousands)2023202220232022
Average Recorded InvestmentInterest Income RecognizedAverage Recorded InvestmentInterest Income RecognizedAverage Recorded InvestmentInterest Income RecognizedAverage Recorded InvestmentInterest Income Recognized
With no related allowance recorded:
Commercial Real Estate$387 $— $6,611 $32 $680 $— $6,697 $64 
Residential Real Estate748 24 2,818 10 992 27 2,829 18 
Commercial and Industrial2,046 68 607 2,181 150 614 
Consumer and Other128 — 520 293 — 521 
Construction579 — — — 993 — — — 
3,888 92 10,556 48 5,139 177 10,661 96 
With a related allowance recorded:
Commercial Real Estate10,405 — 8,843 40 10,651 154 8,858 65 
Residential Real Estate1,352 — 368 1,468 — 408 
Commercial and Industrial4,052 98 3,961 29 4,341 139 3,762 50 
Consumer and Other18 — 126 — 10 — 143 — 
15,827 98 13,298 70 16,470 293 13,171 118 
Individually evaluated loans, Total:
Commercial Real Estate10,792 — 15,454 72 11,331 154 15,555 129 
Residential Real Estate2,100 24 3,186 11 2,460 27 3,237 21 
Commercial and Industrial6,098 166 4,568 31 6,522 289 4,376 55 
Consumer and Other146 — 646 303 — 664 
Construction579 — — — 993 — — — 
Total$19,715 $190 $23,854 $118 $21,609 $470 $23,832 $214 
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 consolidated financial statements (unaudited)

Troubled Debt Restructurings(“TDR”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.
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
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.

There were no loans modified as TDRs and no defaults of TDRs during the three and nine months ended September 30, 2017 and 2016. At September 30, 2017 and December 31, 2016, there were no commitments to advance additional funds under TDRs.

Substantially allTDR loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below the contractmarket rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes. TDR loanLoan 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,loan, the loan continues accruing interest. Non-accruing TDRsmodified loans 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.

Impaired Loans

Impaired loans may consist

30

Notes to consolidatedConsolidated Financial Statements (Unaudited)
During the three and six months ended June 30, 2023 and 2022, the Company had no modified loans made to borrowers experiencing financial statements (unaudited)

The following summarizesdifficulty. There were no modified loans that had a payment default during the investmentthree and six months ended June 30, 2023 and were modified in outstanding principal balancethe twelve months prior to that default to borrowers experiencing financial difficulty. As of and the related allowance, if any, for impaired loans as of SeptemberJune 30, 20172023 and December 31, 2016:

(In thousands)

                        
  

September 30, 2017  

  

December 31, 2016

 
  

Recorded
Investment

  

Principal
Outstanding

  

Related
Allowance

  

Recorded
Investment

  

Principal
Outstanding

  

Related
Allowance

 

With no related allowance recorded:

                        

Commercial Real Estate

 $6,081   6,531   -   6,267   6,721   - 

Residential Real Estate

  1,904   1,935   -   1,911   2,915   - 

Commercial and Industrial

  -   503   -   -   -   - 

Consumer and Other

  715   809   -   542   631   - 

Construction

  -   39   -   -   -   - 
   8,700   9,817   -   8,720   10,267   - 
                         

With a related allowance recorded:

                        

Commercial Real Estate

  -   -   -   -   -   - 

Residential Real Estate

  -   -   -   -   -   - 

Commercial and Industrial

  285   285   285   231   231   231 

Consumer and Other

  -   -   -   -   -   - 

Construction

  -   -   -   -   -   - 
   285   285   285   231   231   231 
                         

Impaired Loans, Total:

                        

Commercial Real Estate

  6,081   6,531   -   6,267   6,721   - 

Residential Real Estate

  1,904   1,935   -   1,911   2,915   - 

Commercial and Industrial

  285   788   285   231   231   231 

Consumer and Other

  715   809   -   542   631   - 

Construction

  -   39   -   -   -   - 

Impaired Loans, Total

 $8,985   10,102   285   8,951   10,498   231 

2022, there were no commitments to advance additional funds under the modified loans.

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, 2023, SBA loans held for sale was $5.9 million, consisting of $2.3 million SBA commercial and industrial loans and $3.6 million SBA commercial real estate loans, respectively. There were $5.2 million of SBA loans held for sale at December 31, 2022, consisting of $3.1 million SBA commercial and industrial loans and $2.1 million SBA commercial real estate loans. During the three and six months ended June 30, 2023 and 2022, no SBA loans previously classified as held for sale were transferred to held for investment.
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 $47.5 million and $47.3 million at June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, the servicing asset has a carrying value of $882,000 and $886,000, respectively, and fair value of $977,000 and $1.0 million, 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, 2023 and 2022:
(In thousands)Three Month Ended June 30,Six Months Ended June 30,
2023202220232022
Beginning balance$893 $626 $886 $584 
Servicing rights capitalized24 79 58 131 
Servicing rights amortized(11)(12)(22)(20)
Servicing rights disposed(24)(8)(40)(10)
Ending balance$882 $685 $882 $685 



31


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

Note 6.    Business Combination, Goodwill and Other Intangible Assets
The following tables summarize additional information regarding impaired loansCompany completed its acquisition of Prime Bank in May 2018, and recorded goodwill balance was $1.1 million as of June 30, 2023 and December 31, 2022.
Goodwill is evaluated for impairment annually, in the threefourth 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 ninereporting 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 six months ended September 30, 2017 and 2016.

(In thousands)

 

Three Months Ended September 30,

 
  

2017

  

2016

 
  

Average
Recorded
Investment

  

Interest
Income
Recognized

  

Average
Recorded
Investment

�� 

Interest
Income
Recognized

 

With no related allowance recorded:

                

Commercial Real Estate

 $6,111   10   6,428   77 

Residential Real Estate

  1,903   -   4,787   36 

Commercial and Industrial

  37   -   148   - 

Consumer and Other

  584   -   272   - 
   8,635   10   11,635   113 

With a related allowance recorded:

                

Commercial Real Estate

  -   -   -   - 

Residential Real Estate

  -   -   -   - 

Commercial and Industrial

  245   -   3,068   - 

Consumer and Other

  -   -   2   - 
   245   -   3,070   - 

Impaired Loans, Total:

                

Commercial Real Estate

  6,111   10   6,428   77 

Residential Real Estate

  1,903   -   4,787   36 

Commercial and Industrial

  282   -   3,216   - 

Consumer and Other

  584   -   274   - 

Impaired Loans, Total

 $8,880   10   14,705   113 

(In thousands)

 

Nine Months Ended September 30,

 
  

2017

  

2016

 
  

Average
Recorded
Investment

  

Interest
Income
Recognized

  

Average
Recorded
Investment

  

Interest
Income
Recognized

 

With no related allowance recorded:

                

Commercial Real Estate

 $6,173   159   7,281   236 

Residential Real Estate

  1,907   5   4,666   98 

Commercial and Industrial

  46   -   74   - 

Consumer and Other

  558   10   409   9 
   8,684   174   12,430   343 

With a related allowance recorded:

                

Commercial Real Estate

  -   -   -   - 

Residential Real Estate

  -   -   -   - 

Commercial and Industrial

  237   -   2,278   - 

Consumer and Other

  -   -   2   - 
   237   -   2,280   - 

Impaired Loans, Total:

                

Commercial Real Estate

  6,173   159   7,281   236 

Residential Real Estate

  1,907   5   4,666   98 

Commercial and Industrial

  283   -   2,352   - 

Consumer and Other

  558   10   411   9 

Impaired Loans, Total

 $8,921   174   14,710   343 

of 2023 as no events occurred which would trigger an impairment assessment.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

Note 4:7.    Deposits

The following table presents the balance of deposits held, by category as of SeptemberJune 30, 20172023 and December 31, 2016.

(In thousands)

 

September 30, 2017

  

December 31, 2016

 
         

Non-interest bearing

 $76,875  $76,772 

Interest bearing:

        

NOW

  27,420   29,912 

Savings

  141,256   131,429 

Money market

  13,477   15,593 

Certificates of deposit, less than $250,000

  182,960   160,609 

Certificates of deposit, $250,000 or greater

  69,415   51,077 

Brokered deposits

  94,011   63,932 

Interest bearing, Total

  528,539   452,552 
         

Total Deposits

 $605,414  $529,324 

2022.
(In thousands)June 30, 2023December 31, 2022
Non-interest bearing$127,817 $269,636 
Interest bearing:
Negotiable order of withdrawal accounts37,970 34,440 
Savings deposits50,981 71,002 
Money market deposits298,717 211,000 
Certificates of deposit, less than $250,000182,680 165,793 
Certificates of deposit, $250,000 or greater56,088 59,877 
Brokered deposits109,126 48,698 
Interest bearing, Total735,562 590,810 
Total Deposits$863,379 $860,446 
The prepaid debit card deposits are included in the non-interest-bearing deposits and money market deposits, which totaled approximately $158.1 million and $197.3 million as of June 30, 2023 and December 31, 2022, respectively.
As of June 30, 2023, 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$136,053 $45,467 $104,517 $286,037 
More than 1 year through 2 years29,447 9,362 4,358 43,167 
More than 2 years through 3 years4,887 1,259 251 6,397 
More than 3 years through 4 years496 — — 496 
More than 4 years through 5 years11,797 — — 11,797 
$182,680 $56,088 $109,126 $347,894 


32


Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidatedConsolidated 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 into two initial interest rate swaps under the program in November 2018,and another two swaps were entered into in May 2019. As ofJune 30, 2023and December 31, 2022, Patriot did not have any cash pledged for collateral on its interest rate swaps.
The Company did not recognize any net gain or loss in other noninterest income on the Consolidated Statements of Operations during thethree and six months ended June 30, 2023 and 2022.
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. InApril 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 cash flows 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 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 statements (unaudited)

statement presentation purposes.

Information about the valuation methods used to measure the fair value of derivatives is provided in Note 513 to the Consolidated Financial Statements.
33

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 RateVariable
Rate
Fair Value
June 30, 2023
Classified in Other Assets:
3rd party interest rate swap$4,680 5.845.25 %1 Mo. LIBOR + 1.96%$146 
3rd party interest rate swap1,346 6.004.38 %1 Mo. LIBOR + 2.00%98 
    
Classified in Other Liabilities:    
Customer interest rate swap$4,680 5.845.25 %1 Mo. LIBOR + 1.96%$(146)
Customer interest rate swap1,346 6.004.38 %1 Mo. LIBOR + 2.00%(98)
December 31, 2022
Classified in Other Assets:
3rd party interest rate swap$4,736 6.305.25 %1 Mo. LIBOR + 1.96%$106 
3rd party interest rate swap1,363 6.504.38 %1 Mo. LIBOR + 2.00%97 
    
Classified in Other Liabilities:    
Customer interest rate swap$4,736 6.305.25 %1 Mo. LIBOR + 1.96%$(106)
Customer interest rate swap1,363 6.504.38 %1 Mo. LIBOR + 2.00%(97)

Note 9.    Share-Based Compensation and Employee Benefit Plan

The

In 2011, the Company maintainsadopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “Plan”“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 providethe 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”).On November 10, 2022, the Board of Directors approved the Amendment and Restatement of the 2020 Plan (the “Amended and Restated 2020 Plan”), options, or phantom stock units. Since 2013,which was approved and ratified by shareholders of the Company’s practice isCompany on December 14, 2022.
The 2020 Plan was amended primarily to grant RSAs; as(i) reduce the total number of September 30, 2017 and December 31, 2016, there were no options or phantom stock units outstanding, or that have been exercised during the period then ended.

The Plan providesshares authorized for the issuance of up tothereunder from 3,000,000 shares to 400,000 shares; and (ii) limit the maximum number of theshares of Company’s common stock subjectCommon Stock granted during a single fiscal year to certain limitations.any non-employee director, together with any cash fees paid to such director, to be no more than a total value of $300,000. As of SeptemberJune 30, 2017, 2,887,0322023, 234,617 shares of stock arewere available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs and options 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 and stock option grants.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. During

34

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following is a summary of the nine months ended September 30, 2017,status of the Company granted 5,084 RSAs to directors and zero RSA to employees. During the nine months ended September 30, 2016, the Company granted 52,200Company’s restricted shares to employees and 5,884 restricted shares to directors, respectively. Duringchanges for the three and ninesix months ended SeptemberJune 30, 2017, 1,6922023 and 3,923 shares of restricted stock became vested, 600 and 6,600 shares of restricted stock forfeited, respectively. All RSAs are non- participating grants.

2022:

Three months ended June 30, 2023:Number of
Shares Awarded
Weighted Average
Grant Date
Fair Value
Unvested at March 31, 202322,660$7.11
Unvested at June 30, 202322,660$7.11
Six months ended June 30, 2023:
Unvested at December 31, 202222,660$7.11
Unvested at June 30, 202322,660$7.11
Three months ended June 30, 2022Number of
Shares Awarded
Weighted Average
Grant Date
Fair Value
Unvested at March 31, 202221,468$6.48
Granted2,496$17.25
Vested(777)$18.55
Unvested at June 30, 202223,187$7.24
Six months ended June 30, 2022:
Unvested at December 31, 202121,468$6.48
Granted2,496$17.25
Vested(777)$18.55
Unvested at June 30, 202223,187$7.24
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 nine months ended September 30, 2017, the Company recognized share-based
Unrecognized compensation expense of $37,000 and $105,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $16,000 and $48,000, respectively.

For the three months ended September 30, 2016, the Company recorded a net credit to share-based compensation expense of $182,000, and net expense of $126,000, for the nine months ended September 30, 2016. The share-based compensation attributable to employees of Patriot amounted to a net credit of $198,000 and net expense of $80,000 for the three and nine months ended September 30, 2016, respectively. The net credit was primarily due to the resignations of the Company’s Chief Executive Officer and the Chief Operating Officer in the third quarter of 2016.

Included in share-based compensation expense for the three and nine months ended September 30, 2017 were $21,000 and $57,000 attributable to Patriot’s external Directors, who received total compensation of $80,000 and $226,000 for each of those periods, respectively, which amounts are included in Other Operating Expenses in the Consolidated Statements of Income.

The share-based compensation expense for the three and nine months ended September 30, 2016 were $16,000 and $46,000 attributable to Patriot’s external Directors, who received total compensation of $75,000 and $227,000 for each of those periods, respectively, which amounts are included in Other Operating Expenses in the Consolidated Statements of Income.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

The following is a summary of the status of the Company’s restricted shares as of September 30, 2017 and 2016 and changes therein during the periods indicated:

Three months ended September 30, 2017:

 

Number
of
Shares Awarded

  

Weighted Average
Grant Date
Fair Value

 

Unvested at June 30, 2017

  32,117  $12.39 

Vested

  (1,692) $16.80 

Forfeited

  (600) $15.50 

Unvested at September 30, 2017

  29,825  $12.08 
         

Nine months ended September 30, 2017:

        

Unvested at December 31, 2016

  35,264  $12.84 

Granted

  5,084  $15.05 

Vested

  (3,923) $14.66 

Forfeited

  (6,600) $15.50 

Unvested at September 30, 2017

  29,825  $12.08 

Three months ended September 30, 2016:

 

Number
of
Shares Awarded

  

Weighted Average
Grant Date
Fair Value

 

Unvested at June 30, 2016

  107,199  $14.16 

Vested

  (1,688) $16.80 

Forfeited

  (65,500) $14.87 

Unvested at September 30, 2016

  40,011  $12.87 
         

Nine months ended September 30, 2016:

        

Unvested at December 31, 2015

  55,854  $12.83 

Granted

  58,084  $15.25 

Vested

  (4,214) $15.55 

Forfeited

  (69,713) $14.66 

Unvested at September 30, 2016

  40,011  $12.87 

Compensation expense attributable to the unvested restricted shares outstanding as of SeptemberJune 30, 2017 amounts2023 amounted to $321,000,$190,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 2.272.3 years.

For the three and six months ended June 30, 2023, the Company recognized total share-based compensation expense of $23,000 and $46,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $14,000 and $28,000, respectively. Included in share-based compensation expense attributable to Patriot’s external directors, were $9,000 and $18,000, respectively. The directors received total compensation of $53,000 and $108,000 respectively, which amounts are included in other operating expenses in the consolidated statements of operations.
For the three and six months ended June 30, 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 were $12,000 and $25,000 attributable to Patriot’s external directors, who received total compensation of $37,000 and $100,000 for each of those periods, respectively.
Dividends
The Company has not paid any dividends since 2020 and has no present plans to pay dividends.

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Notes to consolidated financial statements (unaudited)

RSA Grant - Non-executive Employees

On January 4, 2016,Consolidated Financial Statements (Unaudited)

Retirement Plan
Patriot offers employees participation in the Company granted 100 restricted shares of common stock to each of eighty-seven full- and part-time non-executive employees as of December 31, 2015. The total number of shares granted was 8,700 at a grant date fair value of $15.50 per share. The shares granted vest on January 2, 2019 and are non-participating during the vesting period.

During the nine months ended September 30, 2017, 600 granted shares were forfeited. During the nine months ended September 30, 2016, 1,800 granted shares were forfeited. The remaining 6,300 shares continue to vest and $41,000 of compensation expense is expected to be recognized through the January 2019 vesting date.

RetirementPatriot Bank, N.A. 401(k) Savings Plan

The Company offers a 401K retirement plan (the “401K”"401(k) Plan"), which provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions to the 401K, limited to an annual maximum amount as set forth periodically by under Section 401(k) of the Internal Revenue Service.Code, along with the ROTH feature to the Plan. The Company matches401(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 such contributions, upthe first 6% of the participants’ salary contributed to a maximum of six percent.the 401(k) Plan. During the three and ninesix months ended SeptemberJune 30, 2017, compensation expense under2023, Patriot made matching contributions to the 401K aggregated $37,000401(k) Plan of $82,000 and $132,000,$157,000, respectively. During the three and ninesix months ended SeptemberJune 30, 2016,2022, compensation expense under the 401K401(k) aggregated $39,000$67,000 and $120,000,$141,000, respectively.

Dividends

On July 17, 2017, the Company announced its intention to begin making quarterly cash dividend payments. The first dividend of $0.01


Note 10.    Earnings per share was announced for shareholders of record as of July 24, 2017 with a payment date of August 1, 2017. For the nine months ended September 30, 2017, the Company paid cash dividends of $39,000. No dividend was declared and paid for the nine months ended September 30, 2016. The next dividend payment is scheduled on November 10, 2017 for shareholders of record as of November 9, 2017.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

Note 6:Earningsper share

The Company is required to present basic earnings per share and diluted earnings per share in its Consolidated Statements of Income.Operations. Basic earnings per share amounts are computed by dividing net income by the weighted average number of shares of common sharesstock outstanding. Diluted earnings per share reflects additional shares of common sharesstock that would have been outstanding if potentially dilutive shares of common sharesstock had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential shares of common sharesstock 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 ninesix months ended SeptemberJune 30, 20172023 and 2016 follows.

(Net income in thousands)

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Basic earnings per share:

                

Net income attributable to Common shareholders

 $1,013   814   3,547   885 
                 

Divided by:

                

Weighted average shares outstanding

  3,894,237   3,958,718   3,893,702   3,957,343 
                 

Basic earnings per common share

 $0.26   0.21   0.91   0.22 
                 
                 

Diluted earnings per share:

                

Net income attributable to Common shareholders

 $1,013   814   3,547   885 
                 

Weighted average shares outstanding

  3,894,237   3,958,718   3,893,702   3,957,343 
                 

Effect of potentially dilutive restricted common shares

  9,193   -   4,854   - 
                 

Divided by:

                

Weighted average diluted shares outstanding

  3,903,430   3,958,718   3,898,556   3,957,343 
                 

Diluted earnings per common share

 $0.26   0.21   0.91   0.22 

2022:
(Net income in thousands)Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Basis (loss) earnings per share:
Net (loss) income attributable to Common shareholders$(615)$1,265 $(1,314)$2,065 
Divided by:
Weighted average shares outstanding3,965,1863,957,2603,965,1863,956,878
Basic (loss) earnings per share of common stock$(0.16)$0.32 $(0.33)$0.52 
Diluted (loss) earnings per share:
Net (loss) income attributable to Common shareholders$(615)$1,265 $(1,314)$2,065 
Weighted average shares outstanding3,965,1863,957,2603,965,1863,956,878
Effect of potentially dilutive restricted shares of common stock— (1)9,819— (2)8,395
Divided by:
Weighted average diluted shares outstanding3,965,1863,967,0793,965,1863,965,273
Diluted (loss) earnings per share of common stock$(0.16)$0.32 $(0.33)$0.52 
(1)The weighted average diluted shares outstanding does not include 1,528 anti-dilutive restricted shares of common stock for the three months ended June 30, 2023.
(2)The weighted average diluted shares outstanding does not include 427 anti-dilutive restricted shares of common stock for the six months ended June 30, 2023.

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Notes to consolidated financial statements (unaudited)

Note 7: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 representsrepresents the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral becomesbecome 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 SeptemberJune 30, 20172023 and December 31, 2022 are as follows:

(In thousands)

    
  

As of September 30,

2017

 

Commitments to extend credit:

    

Unused lines of credit

 $49,464 

Undisbursed construction loans

  10,433 

Home equity lines of credit

  20,177 

Future loan commitments

  21,938 

Financial standby letters of credit

  1,299 
  $103,311 

(In thousands)June 30, 2023December 31, 2022
Commitments to extend credit:
Unused lines of credit$97,432 $100,986 
Undisbursed construction loans4,849 12,000 
Home equity lines of credit29,134 26,878 
Future loan commitments300 14,365 
Financial standby letters of credit— 78 
$131,715 $154,307 
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 $5,000 reservean allowance for credit loss of $1.5 million and $8,000 as of SeptemberJune 30, 2017,2023 and December 31, 2022, respectively, which is included in accrued expenses and other liabilities.

The increase in allowance for credit loss in 2023 is primarily due to the adoption of CECL.

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.


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Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

Note 8:12.     Regulatory and Operational Matters

Federal and Statestate regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, Federalfederal banking agencies imposed four minimum capital requirements on a community bank’sbank’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. UnderA community bank which meets the instituted regulatoryleverage ratio requirement and other CBLR framework requirements will not be subject to other capital and leverage requirements and will be considered “well capitalized”, a financial institution must generally have a Total Capital ratio of at least 10%, acapitalized.”
In September 2021, the Bank elected to adopt the CBLR framework. The Bank’s Tier 1 Capitalleverage ratio as of June 30, 2023 and December 31, 2022 was 8.54% and 9.27%, respectively. The required leverage ratio is 9.00% under the CBLR framework. The Bank continues to be classified as "well capitalized" under the CBLR framework as the leverage ratio remains above 8% and the Bank has elected to use the two-quarter grace period provided under the framework. Per the CBLR framework, at least 8.0%the conclusion of the grace period (December 31, 2023), a CET1 Capital ratio at least 6.5%,it is the Bank's intention to either meet all qualifying criteria to remain in the CBLR framework, or to comply with the generally applicable BASEL III capital rules and a Tier 1 Leverage Capital ratio of at least 5.0%. However, regardless of a financial institution’s ratios, the OCC may require increased capital ratios or impose dividend restrictions based on the other factors it considers in assessing a bank’s capital adequacy.

associated reporting requirements. Management continuously assesses the adequacy of the Bank’sBank’s capital in order to maintain its “well capitalized” status.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

The Company’s and the Bank’s Community Bank Leverage Ratio regulatory capital amounts and ratios at SeptemberJune 30, 20172023 and December 31, 20162022 are summarized as follows:

(In thousands)

 

Patriot National Bancorp, Inc.

  

Patriot Bank, N.A.

 
  

September 30, 2017

  

December 31, 2016

  

September 30, 2017

  

December 31, 2016

 
  

Amount
($)

  

Ratio
(%)

  

Amount
($)

  

Ratio
(%)

  

Amount
($)

  

Ratio
(%)

  

Amount
($)

  

Ratio
(%)

 

Total Capital (to risk weighted assets):

                                

Actual

  74,470   10.222   66,254   10.603   83,558   11.554   74,303   11.928 

To be Well Capitalized(1)

  -   -   -   -   72,320   10.000   62,292   10.000 

For capital adequacy with Capital Buffer(2)

  -   -   -   -   66,896   9.250   53,727   8.625 

For capital adequacy

  58,280   8.000   49,989   8.000   57,856   8.000   49,834   8.000 
                                 

Tier 1 Capital (to risk weighted assets):

                                

Actual

  68,240   9.367   61,571   9.854   77,328   10.692   69,620   11.176 

To be Well Capitalized(1)

  -   -   -   -   57,856   8.000   49,834   8.000 

For capital adequacy with Capital Buffer(2)

  -   -   -   -   52,432   7.250   41,269   6.625 

For capital adequacy

  43,710   6.000   37,491   6.000   43,392   6.000   37,375   6.000 
                                 

Common Equity Tier 1 Capital (to risk weighted assets):

                                

Actual

  60,240   8.269   53,571   8.573   77,328   10.692   69,620   11.176 

To be Well Capitalized(1)

  -   -   -   -   47,008   6.500   40,490   6.500 

For capital adequacy with Capital Buffer(2)

  -   -   -   -   41,584   5.750   31,925   5.125 

For capital adequacy

  32,783   4.500   28,119   4.500   32,544   4.500   28,031   4.500 
                                 

Tier 1 Leverage Capital (to average assets):

                                

Actual

  68,240   8.449   61,571   9.296   77,328   9.574   69,620   10.518 

To be Well Capitalized(1)

  -   -   -   -   40,384   5.000   33,096   5.000 

For capital adequacy

  32,308   4.000   26,494   4.000   32,308   4.000   26,477   4.000 

(1)

Designation as "Well Capitalized" does not apply to bank holding companies - - the Company.

(In thousands)June 30, 2023December 31, 2022
Patriot Bank, N.A.AmountRatioAmountRatio
Tier 1 Leverage Capital (to average assets):
Actual$94,871 8.54 %$100,267 9.27 %

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.

(2)

The Capital Conservation Buffer implemented by the FDIC began to be phased in beginning January 1, 2016. It was not applicable to periods prior to that date and does not apply to bank holding companies - - the Company.

Under the final capital rules that became effective on January 1, 2015, there was a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that may be distributed to shareholders or used for stock repurchases and on the payment of discretionary bonuses to senior executive management.

The capital buffer requirement is being phased in over three years beginning in 2016. The 0.625% capital conversation buffer for 2016 has been included in the minimum capital adequacy ratios in the 2016 column in the table above. The capital conversation buffer increasedonly applies to 1.25% for 2017, which has been included in the minimum capital adequacy ratios in the 2017 column above.

insured depository institutions (the Bank).

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SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

The capital buffer requirement effectively raises the minimum required Total Capital ratio to 10.5%, the Tier 1 capital ratio to 8.5% and the CET1 capital ratio to 7.0% on a fully phased-in basis, which will be effective beginning on January 1, 2019. Management believes that, as of September 30, 2017, Patriot satisfies all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis, as if all such requirements were currently in effect.

Consolidated Financial Statements (Unaudited)

Note 9:13.    Fair Value and Interest Rate Risk

The Company uses

Patriot measures the carrying value of certain financial assets and liabilities at fair value, measurements to record fair value adjustments toas required by its policies as a financial institution and by US GAAP. The carrying values of certain assets and liabilities and to determineare measured at fair value disclosures. Aon 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, has been established thatwhich prioritizes thequoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, used to measure fair value, requiring entities to maximize the use of observable inputs. Observablewhich are inputs reflectfor which market data obtained from independent sources, while unobservable inputs generally require significantare not available and that are developed by management judgment.

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:

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).
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 instrumentsinstruments not recorded at fair value, is set forth below.

Cash and due from banks federal funds soldand 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

Available-for-sale securities
The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) 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).


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SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

Other Investments

The Bank’sBank’s investment portfolio includes the Solomon Hess SBA Loan Fund, totaling $4.5 million. This investmentwhich 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 Fundfund are not publicly traded and therefore have no readily determinable market value. The investment in the Fund is reported in the Consolidated Financial Statementsbut 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, 2023 and December 31, 2022 due to its short-term nature.

Federal Reserve Bank Stock and Federal Home Loan Bank Stock

Shares in the Federal Reserve Bank (“FRB”)FRB and Federal Home Loan Bank (“FHLB”)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

For variable rate loans, which periodically reprice with no apparent change in credit risk, carrying values, adjusted for credit losses inherent in the portfolios, are a reasonable estimate of fair value.

The fair value of fixed rate loansloan portfolio is estimated by discounting the future cash flows using the period-end rates estimated by using local market data, at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, adjusted for credit losses inherent in the portfolios.

Since individual loans do not trade on an open market and transfer of individual loans are private transactions that are not publicized,maturities. We estimate the fair value of theour 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 fair valuevaluation hierarchy. Patriot
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 record loans at fair valuecontain 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 a recurring basis; however, from time to time, nonrecurring fair value adjustments to collateral-dependent impaired loans are recorded to reflect the net realizable value expected to be collected on default by the borrowercash flows of each derivative. The pricing analysis is based on observable market inputs or current appraisedfor 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 of collateral held. Fair values estimated in this manner do not fully incorporate an exit-price approach, but instead are based on a comparison to current market rates for comparable loans, adjusted by management based on the best information available.

OREO

The fair value of other OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When the fair value is based on unadjusted current appraised values, OREO is classifiedits interest rate derivatives fall 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 valueSee Note 8 for additional disclosures on a recurring basis, but rather initially records OREO at fair value and then monitors property and market conditions that may indicate a change in value is warranted.

derivatives.

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.

The CompanyPatriot does not record deposits at fair value on a recurring basis.


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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

Consolidated Financial Statements (Unaudited)

Senior Notes, Subordinated Notes, and Junior Subordinated Debt

The senior notes were issued in December 2016 and therefore the carrying value is considered comparable to fair value. ManagementNote Payable

Patriot does not intend to measure therecord 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 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 does not recordconsiders its own credit worthiness in determining the fair value of its senior notes, subordinated notes, notes payable and junior subordinated debt at fair value on a recurring basis.

debt.

Federal Home Loan Bank and Correspondent Bank Borrowings

The

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. The CompanyPatriot does not record these borrowingsFHLB advances at fair value on a recurring basis.

Off-balance sheet financial instruments

Off-balance

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 CompanyPatriot does not record itsthe off-balance-sheet financial instruments at fair value (i.e., commitments to extend credit) on a recurring basis.

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, asbasis.

41

Table of September 30, 2017 and December 31, 2016:

(In thousands)

 

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

  

Significant Observable Inputs
(Level 2)

  

Significant Unobservable Inputs
(Level 3)

  

Total

 

September 30, 2017:

                

U. S. Government agency mortgage-backed securities

 $-   8,036   -   8,036 

Corporate bonds

  -   13,905   -   13,905 

Subordinated notes

  -   5,610   2,035   7,645 
                 

Available-for-sale securities

 $-   27,551   2,035   29,586 
                 

December 31, 2016:

                

U. S. Government agency mortgage-backed securities

 $-   10,441   -   10,441 

Corporate bonds

  -   8,961   -   8,961 

Subordinated notes

  -   3,026   2,000   5,026 
                 

Available-for-sale securities

 $-   22,428   2,000   24,428 

The table below presents the valuation methodology and unobservable inputs for level 3 assets measures at fair value on a non-recurring basis as of September 30, 2017 and December 31, 2016:

(In thousands)

         

 

 

Fair Value

 

Valuation Methodology

 

Unobservable Inputs

 

Range of Inputs

 

September 30, 2017:

            

Impaired loans

 $8,985 

Real Estate Appraisals

 

Discount for appraisal type

 0%-8% 

OREO

  851 

Real Estate Appraisals

 

Discount for appraisal type

  21% 
             

December 31, 2016:

            

Impaired loans

 $8,951 

Real Estate Appraisals

 

Discount for appraisal type

 0%-8% 

OREO

  851 

Real Estate Appraisals

 

Discount for appraisal type

  21% 

Contents

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

SUBSIDIARIES

Notes to consolidated financial statements (unaudited)

The Company 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 the financial instruments included in the Consolidated Financial Statements.

The estimated fair value amounts have been measured as of September 30, 2017 and December 31, 2016 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 the Company’s assets and liabilities, since only a portion of Patriot’s assets and liabilities are 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 the Company’s disclosures and those of other bank holding companies may not be meaningful.

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 SeptemberJune 30, 20172023 and December 31, 2016:

(In thousands)

  

September 30, 2017

  

December 31, 2016

 
 

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

 $3,337   3,337   2,596   2,596 

Interest-bearing deposits due from banks

Level 1

  25,075   25,075   89,693   89,693 

U. S. Government agency mortgage-backed securities

Level 2

  8,036   8,036   10,441   10,441 

Corporate bonds

Level 2

  13,905   13,905   8,961   8,961 

Subordinated Notes

Level 2

  5,610   5,610   3,026   3,026 

Subordinated Notes

Level 3

  2,035   2,035   2,000   2,000 

Other investments

Level 2

  4,450   4,450   4,450   4,450 

Federal Reserve Bank stock

Level 2

  2,460   2,460   2,109   2,109 

Federal Home Loan Bank stock

Level 2

  6,353   6,353   5,609   5,609 

Loans receivable, net

Level 3

  703,896   699,764   576,982   576,757 

Accrued interest receivable

Level 2

  3,501   3,501   2,726   2,726 
                  

Financial assets, total

 $778,658   774,526   708,593   708,368 
                  

Financial Liabilities:

                 

Demand deposits

Level 2

 $76,875   76,875   76,772   76,772 

Savings deposits

Level 2

  141,256   141,256   131,429   131,429 

Money market deposits

Level 2

  13,477   13,477   15,593   15,593 

NOW accounts

Level 2

  27,420   27,420   29,912   29,912 

Time deposits

Level 2

  252,375   251,966   211,686   210,321 

Brokered deposits

Level 1

  94,011   93,950   63,932   63,897 

FHLB and correspondent bank borrowings

Level 2

  130,000   130,214   138,000   138,149 

Senior notes

Level 2

  11,684   11,324   11,628   11,628 

Subordinated debentures

Level 2

  8,085   8,085   8,079   8,079 

Note payable

Level 3

  1,627   1,466   1,769   1,565 

Accrued interest payable

Level 2

  532   532   118   118 
                  

Financial liabilities, total

 $757,342   756,565   688,918   687,463 

2022:
(In thousands)June 30, 2023December 31, 2022
Fair Value
Hierarchy
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Financial Assets:
Cash and noninterest bearing balances due from banksLevel 1$2,320 $2,320 $5,182 $5,182 
Interest-bearing deposits due from banksLevel 168,489 68,489 33,311 33,311 
Available-for-sale securitiesLevel 280,665 80,665 75,093 75,093 
Available-for-sale securitiesLevel 39,882 9,882 9,427 9,427 
Other investmentsLevel 24,450 4,450 4,450 4,450 
Federal Reserve Bank stockLevel 22,523 2,523 2,627 2,627 
Federal Home Loan Bank stockLevel 28,072 8,072 3,874 3,874 
Loans receivable, netLevel 3906,636 893,639 838,006 818,960 
Loans held for saleLevel 25,860 6,320 5,211 5,534 
SBA servicing assetsLevel 3882 977 886 1,013 
Accrued interest receivableLevel 27,628 7,628 7,267 7,267 
Interest rate swap receivableLevel 2244 244 203 203 
    
Financial assets, total$1,097,651 $1,085,209 $985,537 $966,941 
    
Financial Liabilities:    
Demand depositsLevel 2$127,817 $127,817 $269,636 $269,636 
Savings depositsLevel 250,981 50,981 71,002 71,002 
Money market depositsLevel 2298,717 298,717 211,000 211,000 
Negotiable order of withdrawal accountsLevel 237,970 37,970 34,440 34,440 
Time depositsLevel 2238,768 235,475 225,670 221,353 
Brokered depositsLevel 1109,126 108,641 48,698 47,684 
FHLB and other borrowingsLevel 2207,000 205,964 85,000 83,853 
Senior notesLevel 211,653 11,127 11,640 11,103 
Subordinated debtLevel 29,854 9,826 9,840 9,680 
Junior subordinated debt owed to unconsolidated trustLevel 28,132 8,132 8,128 8,128 
Note payableLevel 3481 455 585 544 
Accrued interest payableLevel 21,117 1,117 585 585 
Interest rate swap liabilityLevel 2244 244 203 203 
    
Financial liabilities, total$1,101,860 $1,096,466 $976,427 $969,211 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

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.


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Table of Contents
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
In the normal course of its operations, the Companyoperations, Patriot assumes interest rate risk (the(i.e., the risk that general interest rate levels will change)fluctuate). As a result, the fair valuesvalue of the Company’sPatriot’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.

Off-balance sheet instruments

Loan commitments

The following tables detail the financial assets measured at fair value on whicha recurring basis and the committed interest rate is less thanvaluation techniques utilized relative to the current market rate were insignificant at Septemberfair value hierarchy, as of June 30, 20172023 and December 31, 2016. 2022:
(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, 2023:
U. S. Government agency and mortgage-backed securities$—  $67,248  $—  $67,248 
Corporate bonds—  3,373  9,882  13,255 
Subordinated notes—  4,236  —  4,236 
SBA loan pools—  5,326  —  5,326 
Municipal bonds—  482  —  482 
Available-for-sale securities$—  $80,665  $9,882  $90,547 
       
Interest rate swap receivable$—  $244  $—  $244 
       
Interest rate swap liability$—  $244  $—  $244 
December 31, 2022:
U. S. Government agency and mortgage-backed securities$—  $59,046  $—  $59,046 
Corporate bonds—  5,228  9,427  14,655 
Subordinated notes—  4,602  —  4,602 
SBA loan pools—  5,718  —  5,718 
Municipal bonds—  499  —  499 
Available-for-sale securities$—  $75,093  $9,427  $84,520 
       
Interest rate swap receivable$—  $203  $—  $203 
       
Interest rate swap liability$—  $203  $—  $203 
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, 2023 and December 31, 2022, four corporate bonds were classified as Level 3 instruments. The fair values of these securities were determined using a present value approach. The discount rate assumed was determined based on unobservable inputs in a pricing model. During the three and six months ended June 30, 2023 and 2022, the Company had no transfers into or out of Levels 1, 2 or 3.
43

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The reconciliation of the beginning and ending balances during 2023 for Level 3 available-for-sale securities is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2023202220232022
Level 3 fair value, beginning of year$10,205 $11,237 $9,427 $13,180 
Purchases— — — — 
Realized gain (loss)— — — — 
Unrealized gain (loss)(323)(895)455 (2,838)
Transfers in and /or out of Level 3— — — — 
Level 3 fair value, end of year$9,882 $10,342 $9,882 $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, 2023 and December 31, 2022:
(In thousands)Fair ValueValuation
Methodology
Unobservable InputsRange of Inputs
June 30, 2023:
Impaired loans, net$13,003 Real Estate AppraisalsDiscount for appraisal type5.8 %-20%
   
SBA servicing assets977 Discounted Cash FlowsMarket discount rates14.73 %-14.90%
 
December 31, 2022: 
Impaired loans, net$12,873 Real Estate AppraisalsDiscount for appraisal type5.8 %-20%
 
SBA servicing assets1,013 Discounted Cash FlowsMarket discount rates14.73 %-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 fee income on letters of credit at SeptemberJune 30, 20172023 and December 31, 2016 was insignificant.

Note 10:     PendingMerger2022, and Acquisition

On August 1, 2017, a definitive merger agreement (“Merger Agreement”) was entered into by and among the Company, Patriot Bank, Prime Bank, a Connecticut bank headquartered in Orange, CT (“Prime Bank”) (PMHV:US) and a stockholder representativehave not been reevaluated or updated for purposes of Prime Bank. Pursuantthese consolidated financial statements subsequent to the Merger Agreement, Prime Bank will merge into Patriot Bank and existing stockholders of Prime Bank will receive aggregate cash consideration (“Merger Consideration”) equal to 115% of Prime Bank’s tangible book value as of the closing date which is anticipated to be in the fourth quarter 2017. Moreover, all outstanding stock options of Prime Bank will be settled by cash payment in an amount equal to the amount by which the per share Merger Consideration exceeds the exercise price of each stock option.

The acquisition will enable Patriot to expand its consumer and small business relationships, lending operations, and community presence, all of which will improve key operating metrics. This transaction was approved by the shareholders of Prime Bank on October 17, 2017 and is also subject to customary regulatory approval. Upon closing, the acquisition will result in a new Patriot branch located in the Town of Orange, New Haven County, Connecticut.

Patriot is still evaluatingthose respective dates. As such, the estimated fair values of the assets tofinancial instruments measured may be acquired and the liabilities todifferent than if they had been subsequently valued.

The information presented should not be assumed. Accordingly, the amount of any goodwill and other intangible assets to be recognized in the connection with this transaction,interpreted as well as acquisition costs incurred and expected to be incurred, are also yet to be determined. The Company incurred $39,000 of merger and acquisition expenses related to the Prime Bank merger for the nine months ended September 30, 2017. The Company anticipates that it will incur approximately $500,000 of additional merger and acquisition expenses.

The effectan estimate of the merger is expected to be reflected in Patriot’s results beginning with the fourth quartertotal fair value of 2017.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

Note 11:     Recent Accounting Pronouncements     

Recently Issued Accounting Standards Updates

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This update will replace all current U.S. GAAP related to revenue recognitionPatriot’s assets and will eliminate all industry-specific guidance. During 2016, the update was further clarified by ASU 2016-08 Revenue from Contracts with Customers: Principle versus Agent Considerations; ASU2016-10, Revenue from Contracts with Customers: Identifying Performance Obligationsliabilities, since only a portion of Patriot’s assets and Licensingand ASU 2016-12 Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. In July 2015, the FASB affirmed its proposal to defer the effective date of this new standard. As a result, public companies will apply the new revenue standard to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The core principle of the new guidance is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The banking industry does not expect significant changes because major sources of revenueliabilities are from financial instruments that have been excluded from the scope of the new standard, (including loans, debt and equity securities, etc.). However, these new standards affect other fees charged by banks, such as asset management fees, credit card interchange fees, deposit account fees, etc. Adoption may be made on a full retrospective basis with practical expedients, or on a modified retrospective basis with a cumulative effect adjustment. Management continues to assess the impact that this guidance may have on its Consolidated Financial Statements with respect to new transactions entered into through the course of normal operations. Except for additional disclosures that are required management has determined that ASU 2014-09 will not have a material impact on its financial condition or results of operations with respect to its normal and customary operations, but continues to monitor potential impacts that may occur as it explores additional transactions and opportunities.

ASU 2016-01

In January 2016, the FASB issued ASU 2016-01,Financial Instruments - Overall. ASU 2016-01 requires equity investments, excluding equity investments that are consolidated or accounted for under the equity method of accounting, to be measured at fair value with changesfor 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 recognized in net income. The ASU simplifies the impairment assessmentdisclosures and those of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, and a measurementother bank holding companies may not be meaningful.

44

Table of the investment at fair value only when impairment is qualitatively identified to exist. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted. Management is currently assessing the potential impact ASU 2016-01 will have on its financial statements, but does not expect a material impact on its financial condition or results of operations.

ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02,Leases. This ASU increases transparency and comparability among organizations by requiring the recognition of leased assets and lease liabilities on the balance sheet, and the disclosure of key information about leasing arrangements. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact of the new standard on its Consolidated Financial Statements.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

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. Management is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.

ASU 2016-15

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.ASU 2016-15 addresses the classification of certain specific transactions presented on the Statement of Cash Flows, in order to improve consistency across entities. Debt prepayment or extinguishment, debt-instrument settlement, contingent consideration payments post-business combination, and beneficial interests in securitization transactions are specific items addressed by this ASU that may affect the Bank. Additionally, the ASU codifies the predominance principle for classifying separately identifiable cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.

ASU 2016-18

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows:Restricted Cash.The purpose of the standard is to improve consistency and comparability among companies with respect to the reporting of changes in restricted cash and cash equivalents on the Statement of Cash Flows. The ASU requires the Statement of Cash Flows to include all changes in total cash and cash equivalents, including restricted amounts, and to the extent restricted cash and cash equivalents are presented in separate line items on the Balance Sheet, disclosure reconciling the change in total cash and cash equivalents to the amounts shown on the Balance Sheet are required. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. As of September 30, 2017 and December 31, 2016, Patriot does not have restricted cash and cash equivalents separately disclosed on its Balance Sheet. In the future, if Patriot’s activities warrant presenting separate line items on its Balance Sheet for restricted cash and cash equivalents, management does not envision any difficulties implementing the requirements of ASU 2016-18, as applicable.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (unaudited)

ASU 2017-08

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Earlier application is permitted for all entities, including adoption in an interim period. If an entity early adopts the ASU in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company has not yet determined the impact the adoption of ASU 2017-08 will have on the consolidated financial statements.

ASU 2017-09

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718 Stock compensation. The ASU is effective all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. Management is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.


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

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OFSafe 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, containedother 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 the Company’s public any forward-looking statements including this one,are based on reasonable assumptions, these expectations may not be attained and in particular in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”it is possible that actual results may be forward looking and subjectdiffer materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and uncertainties. Thesechanges 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, but are not limited to: 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 repricingre-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; (9)
(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; (10)
(11)the application of generally accepted accounting principles in the United States of America (“U.S. GAAP”), consistently applied; (11)
(12)the fact that one period of reported results may not be indicative of future periods; (12)
(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 (13) other such factors, including risk factors, as may be described in the Company’s other filings with the SEC.

Although Securities and Exchange Commission (the “SEC”);

(14)political, social, legal and economic instability, civil unrest, war, catastrophic events, acts of terrorism;
(15)possible future outbreaks of infectious diseases, including the Company believesongoing 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;
(25)our compensation expense associated with equity allocated or awarded to our employees; and
(26)the premiums paid for the guaranteed portion of SBA loans by third party investors
45

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, 2022 (the “2022 Form 10-K”). Further, it offersis not possible to assess the loan and deposit products and haseffect of all risk factors on our business or the resources needed for continued success, future revenues and interest spreads and yields cannot be reliably predicted. These trendsextent to which any factor, or combination of factors, may cause the Companyactual results to adjust its operationsdiffer materially from those contained in the future. Because of the foregoingany forward-looking statements. Given these risks and other factors, recent trendsuncertainties, investors should not be considered reliable indicatorsplace undue reliance on forward-looking statements as a prediction of future financial resultsactual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or stock prices.

CRITICAL ACCOUNTING POLICIES

circumstances that occur after the date of this report.


Critical Accounting Policies
The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principlesGAAP 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, and 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 Company’s Annual Report on2022 Form 10-K filed with the Securities and Exchange Commission on March 31, 2017 for additional information.



Summary

Summary

The Company reported net income for the third quarterloss of 2017 of $1,013,000$615,000 ($0.26 basic and diluted earnings per share) compared to a net income of $814,000 ($0.210.16 basic and diluted loss per share) for the quarter ended SeptemberJune 30, 2016. On2023, compared to a pre-tax basis, the Company earned $1.7 million for the three month period ended September 30, 2017, an increase of $339,000 over the third quarter of 2016.

For the nine months ended September 30, 2017, the Company reported net income of $3.5$1.3 million ($0.91 basic and diluted earnings per share) compared to net income of $885,000 ($0.220.32 basic and diluted earnings per share) for the ninequarter ended June 30, 2022.

For the six months ended SeptemberJune 30, 2016, an increase2023, net loss was $1,314,000, or $(0.33) basic and diluted loss per share, compared to a net income of $2.66 million.

The comparative results$2.1 million, ($0.52 basic and diluted earnings per share) for the nine month periodsix months ended SeptemberJune 30, 20162022.

The first half year of 2023 financial results were adversely impacted by an elevated provision for credit losses of $3.5 million, compared to provision of $275,000 for loan losses recorded for the first half year of 2022, and 2017 werethe impact of lower net interest margin which was affected by a troubledthe higher funding costs resulting from the recent uncertainty in the banking sector.
The Bank reported steady loan that was ultimately resolved. In June 2016,growth of 6% in the Bank recorded a significantsecond quarter of 2023, compared to the loan loss provisiongrowth of $1.96 million related to this loan, but aggressively worked towards a recovery, which was successfully accomplished3.6% in the first quarter of 2017.

Excluding2023 while net interest income was unchanged from the impactsecond quarter of 2022 and 4% below the loan loss provision (credit) (whichfirst quarter of 2023.



FINANCIAL CONDITION
Total assets increased $114.3 million to $1.2 billion as of June 30, 2023, compared to $1.0 billion at December 31, 2022, primarily included loan losses and recoveries related to this loan), Patriot’s net income for the nine-month period ending September 30, 2017 was 30% higher than the same period in 2016. These results are the by-product of aggressive value-enhancing strategies that have been underway over the past year.

The following table represents a reconciliation of the reported net income to the net income excluding loan loss provision for the three and nine months ended September 30, 2017 and 2016. The table is reported in a format that is not in compliance with Generally Accepted Accounting Principles (non-GAAP) but is beneficial to the reader and provides enhanced comparability due to the loan lossincreases in cash of $32.3 million and subsequent loan recovery associated with the troubled loan described previously. Company management finds this measure useful when assessing the period to period change in core performanceloans receivable of the business.

(In thousands)

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Net Income excluding Loan Loss Provision (credit)

                

Net income reported

 $1,013  $814  $3,547  $885 

Tax provision

  658   518   2,373   570 

Loan loss provision (credit)

  545   355   (944)  2,314 
                 

Pre-tax income reported

 $1,671   1,332   5,920   1,455 

Pre-tax income excluding loan loss provision

  2,216   1,687   4,976   3,769 

Net income excluding loan loss provision (credit)

  1,343   1,031   2,981   2,292 


Total assets increased $70$82.4 million or 9%,as of June 30, 2023.

Cash and Cash Equivalents
Cash and cash equivalents increase from $756.7$38.5 million at December 31, 20162022 to $826.7$70.8 million at SeptemberJune 30, 2017.

Cash and cash equivalents decreased $63.9 million or 69%, from $92.3 million at December 31, 2016 to $28.4 million at September 30, 2017, as the availability of a variety of funding strategies negated the need to maintain cash and cash equivalents on the balance sheet.

2023. The net loan portfolio increased $126.9 million or 22%, from $577.0 million at December 31, 2016 to $703.9 million at September 30, 2017.

Total liabilities increased $66.3 million or 10%, from $694.1 million at December 31, 2016 to $760.4 million at September 30, 2017.

Deposits increased $76.1 million or 14.4%, from $529.3 million to $605.4 million.

Following historical seasonal trends, non-interest bearing deposits increased by $103,000 or 0.1%.

Interest bearing deposits increased $75.9 million or 16.8%, mostly relating to increases of $40.7 million or 19.2% in Certificates of deposits, $30.1 million or 47.1% in brokered deposits, $9.9 million or 7.5% in Savings accounts, partially offset by decreases of $2.5 million or 8.4% in NOW and $2.1 million or 13.5% in Money Market accounts, respectively.

Equity increased $3.7 million or 6%, from $62.6 million at December 31, 2016 to $66.3 million at September 30, 2017, primarily due to $3.5 million of year-to-date net income, $105,000 of equity compensation, and $129,000 of investment portfolio unrealized gains. 


Financial Condition

Cash and Cash Equivalents

Cash and cash equivalents decreased $63.9 million, from $92.3 million at December 31, 2016 to $28.4 million at September 30, 2017. The Company funded $73.0 million in purchases of loans, $53.4 million in net originations of loans receivable, and $20.6 million in purchases of available-for-sale securities. The effect of these outlays was partially offset by a $76.1 million increase in deposits, and $15.5 million2023 reflects the intention to boost balance sheet liquidity in connection with recent uncertainty in the banking sector.

46

Table of proceeds from sales and principal repayments on available for sale securities, and $4.6 million in net cash provided by operations during the period.

Contents

Investments

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

  

September 30,

  

December 31,

  

Inc/(Dec)

  

Inc/(Dec)

 

(In thousands)

 

2017

  

2016

  

($)

   (%) 

U. S. Government agency mortgage-backed securities

 $8,036   10,441   (2,405)  (23.03)%

Corporate bonds

  13,905   8,961   4,944   55.17%

Subordinated notes

  7,645   5,026   2,619   52.11%

Total Available-for-Sale Securities

 $29,586   24,428   5,158   21.12%

Available-for-sale securities

June 30,December 31,Increase /(Decrease)
(In thousands, except per share amounts)20232022($)(%)
U. S. Government agency and mortgage-backed securities$67,248 $59,046 $8,202 13.89 %
Corporate bonds13,255 14,655 (1,400)-9.55 %
Subordinated notes4,236 4,602 (366)-7.95 %
SBA loan pools5,326 5,718 (392)-6.86 %
Municipal bonds482 499 (17)-3.41 %
Total available-for-sale securities, at fair value90,547 84,520 6,027 7.13 %
Other investments, at cost4,450 4,450 — — %
Total investment securities$94,997 $88,970 $6,027 6.77 %
Total investments increased $5.2by $6.0 million, or 21.1%, from $24.4$89.0 million at December 31, 20162022 to $29.6$95.0 million at SeptemberJune 30, 2017. This2023. The increase in the six months ended June 30, 2023 was primarily attributable to thean increase in purchase of $2.5available-for-sale securities of $10.4 million, subordinated notes, purchase of $4.0 million Government agency mortgage-backed securities, and purchase of $5.0 million corporate bonds, which was partially offset by repayment of available-for-sale securities totaling $2.2 million. During the salesix months ended June 30, 2023, the Bank sold available-for-sale securities of approximate $6.4$1.8 million and recognized a net gain of Government agency mortgage-backed securities and repayments of principal on the same securities. In addition, the Company received $9.0 million from sales of corporate bonds, which was offset by a purchase of a different set of $9.0 million corporate bonds with superior rates of return.

$24,000.

Loans

held for investment

The following table is a summaryprovides the composition of the Company’sCompany’s loan held for investment portfolio at the dates shown:

(In thousands)

 

September 30,

  

December 31,

  

Inc/(Dec)

  

Inc/(Dec)

 

Loan portfolio segment:

 

2017

  

2016

  

($)

  

(%)

 

Commercial Real Estate

 $296,625   271,229   25,396   9.36%

Residential Real Estate

  150,664   86,514   64,150   74.15%

Commercial and Industrial

  117,673   60,977   56,696   92.98%

Consumer and Other

  90,973   101,449   (10,476)  (10.33)%

Construction

  48,328   53,895   (5,567)  (10.33)%

Construction to permanent - CRE

  5,855   7,593   (1,738)  (22.89)%

Loans receivable, gross

  710,118   581,657   128,461   22.09%

Allowance for loan losses

  (6,222)  (4,675)  (1,547)  33.09%

Loans receivable, net

 $703,896   576,982   126,914   22.00%

as of June 30, 2023, and December 31, 2022:

(In thousands)June 30, 2023December 31, 2022
Amount%Amount%
Loan portfolio segment:
Commercial Real Estate$511,655 54.99 %$437,443 51.57 %
Residential Real Estate116,454 12.51 %124,140 14.63 %
Commercial and Industrial171,574 18.43 %138,787 16.36 %
Consumer and Other123,063 13.22 %141,091 16.63 %
Construction5,525 0.59 %4,922 0.58 %
Construction to permanent - CRE2,463 0.26 %1,933 0.23 %
Loans receivable, gross930,734 100.00 %848,316 100.00 %
Allowance for credit losses(24,098)(10,310)
Loans receivable, net$906,636 $838,006 
The Company’s grossCompany’s loan portfolio increased $128.4$82.4 million, or 22.1%, from $581.7$848.3 million at December 31, 20162022 to $710.1$930.7 million at SeptemberJune 30, 2017.2023. The increase in loans was primarily attributable to $132.6 million of new loan origination and $16.4 million in purchases of $73.0loans receivable which was partially offset by $61.3 million residentialpay-down of the loans.
SBA loans held for investment were included in the commercial real estate loans and $53.4 million increase in net origination of loans receivable.commercial and industrial loan classifications above. As of SeptemberJune 30, 2017,2023 and December 31, 2022, SBA loans included in the commercial and industrial loan pipeline is strong,were $20.4 million and management expects continued growth.

$20.3 million, respectively. SBA loans included in the commercial real estate loans were $12.3 million and $12.2 million, respectively.

At SeptemberJune 30, 2017,2023, the net loan to deposit ratio was 116%105.0% and the net loan to total assets ratio was 85%78.3%. At December 31, 2016,2022, these ratios were 109%97.4% and 76%80.3%, respectively.


47


Allowance for LoanCredit Losses

The Company adopted ASU 2016-13 effective January 1, 2023. ASU 2016-13 requires the measurement of expected credit losses for financial assets, including loans and certain off-balance-sheet credit exposures, measured at amortized cost. See Note 2 - Summary of Significant Accounting Policies to the Company's financial statements for a description of the adoption of ASU 2016-13 and the Company's allowance methodology.
The allowance for loancredit losses increased $1.5on loans was $24.1 million or 32% from $4.7as of June 30, 2023, compared to allowance for loans and lease losses of $10.3 million atas of December 31, 2016 to $6.2 million at September 30, 2017.2022. The increase in allowance was primarily attributablemainly due to the adoption of CECL as the Company recorded a $2.8transition adjustment of $13.0 million increase in recoveries within our Commercial and Industrial category that was offset by $(944,000) provision (credit) for all loan categories.

The overall credit quality of the loan portfolio continues to be strong and stable.effective January 1, 2023. Based upon the overall assessment and evaluation of the loan portfolio at SeptemberJune 30, 2017,2023, management believes $24.1 million in the allowance for loancredit losses, of $6.2 million, which represents 0.88%represented 2.59% of gross loans outstanding, wasis adequate under prevailing economic conditions to absorb existing losses in the loan portfolio.

Non-Accrual, Past DueA provision for loan losses of $1.7 million and Restructured Loans

$4.8 million was recorded for the three and six months ended June 30, 2023, respectively.

The following table presents non-accruing loansprovides detail of activity in the allowance for credit losses. During the three and loans past due 90 days or moresix months ended June 30, 2023, the Company used the CECL methodology while the incurred loss methodology was used in prior years:
Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2023202220232022
Balance at beginning of the period$24,780 $9,737 $10,310 $9,905 
Charge-offs:
Commercial and Industrial(4)— (6)(68)
Consumer and Other(2,516)(100)(4,312)(147)
Construction(150)— (150)(70)
Total charge-offs(2,670)(100)(4,468)(285)
Recoveries:
Residential Real Estate11 — 11 
Commercial and Industrial11 16 26 
Consumer and Other260 433 
Total recoveries280 17 460 34 
Net charge-offs(2,390)(83)(4,008)(251)
Impact of CECL adoption— — 13,001 — 
Provision for credit losses1,708 275 4,795 275 
Balance at end of the period$24,098 $9,929 $24,098 $9,929 
Ratios:
Net charge-offs to average loans0.26 %0.01 %(0.451)%(0.032)%
Allowance for credit losses to total loans2.59 %1.16 %2.59 %1.16 %
48

The following table provides an allocation of allowance for credit losses by portfolio segment:
(In thousands)June 30, 2023December 31, 2022
Allowance for credit lossesPercent of loans in each category to total loansAllowance for loan lossesPercent of loans in each category to total loans
Commercial Real Estate$10,039 54.99 %$6,966 51.57 %
Residential Real Estate1,027 12.51 %665 14.63 %
Commercial and Industrial1,673 18.43 %1,403 16.36 %
Consumer and Other11,275 13.22 %1,207 16.63 %
Construction33 0.59 %24 0.58 %
Construction to permanent - CRE51 0.26 %10 0.23 %
Unallocated— N/A35 N/A
Total Allowance for credit losses$24,098 100.00 %$10,310 100.00 %
Non-performing Assets
The following table presents non-performing assets as of June 30, 2023 and still accruing:

(In thousands)

 

September 30,

  

December 31,

  

Inc/(Dec)

  

Inc/(Dec)

 
  

2017

  

2016

  

($)

  

(%)

 

Loans past due over 90 days and still accruing

 $4,447   1,452   2,995   206.27%

Non-accruing loans

  2,051   1,821   230   12.63%

Total

 $6,498   3,273   3,225   98.53%
                 

% of Total Loans

  0.92%  0.57%        

% of Total Assets

  0.79%  0.43%        

The $2.1December 31, 2022:

June 30, 2023December 31, 2022
Non-accruing loans:
Commercial Real Estate$11,368 $11,241 
Residential Real Estate2,565 2,470 
Commercial and Industrial6,655 4,833 
Consumer and Other46 49 
Total non-accruing loans20,634 18,593 
Loans past due over 90 days and still accruing1,428 1,155 
Total nonperforming assets$22,062 $19,748 
Nonperforming assets to total assets1.91 %1.89 %
Nonperforming loans to total loans, net2.43 %2.36 %
As of June 30, 2023, the $20.6 million of non-accrual loans at September 30, 2017 iswas comprised of six relationships,31 borrowers, for which a specific reserve of $285,000 has been$7.3 million was established.

The Company 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.

The $1.8 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 held for sale
SBA loans held for sale totaled $5.9 million and $5.2 million as of non-accrualJune 30, 2023 and December 31, 2022, 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, 2023, consisted of $3.6 million SBA commercial real estate and $2.3 million SBA commercial and industrial loans, respectively. SBA loans held for sale at December 31, 20162022, consisted of $3.1 million SBA commercial and industrial loans and $2.1 million SBA commercial real estate, respectively.
Goodwill
The Company completed its acquisition of Prime Bank in May 2018 and recorded $1.1 million of goodwill after adjustments as of May 10, 2019. No further adjustment to the goodwill was comprisedmade as of June 30, 2023.
49

Table of Contents
The Company did not perform an interim goodwill test for the three borrowers, forand six months ended June 30, 2023 as no events occurred which a specific reserve of $231,000 had been established. 

Other Real Estate Owned

As of Septemberwould trigger an impairment assessment.

Deferred Taxes
Deferred tax assets were $20.4 million and $15.5 million at June 30, 20172023 and December 31, 2016, OREO of $851,000, consisting of a single undeveloped property (i.e., raw land) zoned for multi-use construction, was reported on the Balance Sheet. The carrying amount was comprised of $840,000 representing the value of the loan receivable due from the mortgagor of the foreclosed property and a gain of $11,000 recognized upon taking possession of the property in May 2016. The gain was the excess of the fair value of the property at the date of possession over the loan receivable's carrying amount, after deducting an estimate of costs to liquidate the property.

Deferred Taxes                    

2022, respectively. Deferred tax assets decreased $1.9 millionconsist predominately of state net operating losses, capitalized costs and allowances for loan losses.

The effective tax benefit rate for the three and six months ended June 30, 2023 was 27.30% and 27.08%, from $12.6 million at December 31, 2016 to $10.7 million at September 30, 2017. This decrease was primarily duerespectively, compared to the utilizationeffective tax provision rate of 27.34% and 27.59% for the three and six months ended June 30, 2022, respectively. The Company’s effective rates for both periods was affected by state taxes and non-deductible expenses.
Patriot anticipates utilizing the state net operating loss carry forwards to reduce income taxes otherwise payable on current yearfuture years taxable incomeincome.
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 net unrealized gains onnegative, to determine whether it is more likely than not that the investment portfolio to thedeferred tax assets will be realized. In addition, management assesses tax attributes including available tax planning strategies and state net operating loss carry forward.

carry-forwards that do not begin to expire until the year of 2030. No valuation allowance was recorded as of June 30, 2023 and December 31, 2022. The Company will continue to evaluate its ability to realize its net deferred tax asset.assets. If future evidence suggests that it is more likely than not that a portion of theadditional deferred tax assetassets will not be realized, the valuation allowance maywill be increased.

adjusted.
Deposits

Deposits

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

(In thousands)

 

September 30,

  

December 31,

  

Inc/(Dec)

  

Inc/(Dec)

 
  

2017

  

2016

  

($)

  

(%)

 

Non-interest bearing

 $76,875   76,772   103   0.13%

Interest bearing:

                

NOW

  27,420   29,912   (2,492)  (8.33)%

Savings

  141,256   131,429   9,827   7.48%

Money market

  13,477   15,593   (2,116)  (13.57)%

Certificates of deposit, less than $250,000

  182,960   160,609   22,351   13.92%

Certificates of deposit, $250,000 or greater

  69,415   51,077   18,338   35.90%

Brokered deposits

  94,011   63,932   30,079   47.05%

Total Interest bearing

  528,539   452,552   75,987   16.79%
                 

Total Deposits

 $605,414   529,324   76,090   14.37%

Deposits increased $76.1

(In thousands)June 30,December 31,Increase/(Decrease)
20232022$%
Non-interest bearing:
Non-interest bearing$104,413 $118,541 $(14,128)-11.92 %
Prepaid DDA23,404 151,095 (127,691)-84.51 %
Total non-interest bearing127,817 269,636 (141,819)-52.60 %
Interest bearing:
Negotiable order of withdrawal accounts37,970 34,440 3,530 10.25 %
Savings50,981 71,002 (20,021)-28.20 %
Money market163,982 164,827 (845)-0.51 %
Money market - prepaid deposits134,735 46,173 88,562 191.80 %
Certificates of deposit, less than $250,000182,680 165,793 16,887 10.19 %
Certificates of deposit, $250,000 or greater56,088 59,877 (3,789)-6.33 %
Brokered deposits109,126 48,698 60,428 124.09 %
Total Interest bearing735,562 590,810 144,752 24.50 %
Total Deposits$863,379 $860,446 $2,933 0.34 %
Total Prepaid deposits$158,139 $197,268 $(39,129)-19.84 %
Total deposits excluding Prepaid deposits$705,240 $663,178 $42,062 6.34 %
Total uninsured deposits$285,752 $343,980 $(58,228)-16.93 %
Uninsured deposits to total deposits33.10 %39.98 %
Uninsured deposits to total deposits excluding prepaid deposits17.71 %22.35 %
50

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Borrowings
Total borrowings were $237.1 million or 14.4%, from $529.3and $115.2 million atas of June 30, 2023 and December 31, 2016 to $605.4 million at September 30, 2017. The increase was substantially the result of an effort to attract new deposits and strengthen the loyalty of the existing customer base by offering attractive rates. The effort was part of a strategy to establish long-term relationships for sustained growth and profitability. The increase in deposits, most notably in the category of time certificates, signifies the success in strengthening the Bank’s liquidity by refocusing its operations on its customer base. The Company continues to implement deposit growth initiatives.

Borrowings

Total borrowings declined by $8.1 million or 5.1%, from $159.5 million at December 31, 2016 to $151.4 million at September 30, 2017.2022, respectively. Borrowings consist primarily of Federal Home Loan Bank (“FHLB”)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"FHLB-B"). Borrowings from the FHLBFHLB-B are limited to a percentage of the value of qualified collateral, as defined on the FHLBFHLB-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. As
FHLB-B advances are structured to facilitate the Bank’s management of Septemberits balance sheet and liquidity requirements. Outstanding advances from the FHLB-B increased from $85.0 million at December 31, 2022 to $195.0 million at June 30, 2017,2023.
At June 30, 2023, the Bank had $19.3 millionFHLB-B advances bore fixed rates of availableinterest ranging from 2.40% to 5.27% with maturities ranging from 3 days to 1.22 years, and have a weighted average interest rate of 4.82%.
At June 30, 2023, collateral for FHLB-B borrowings consisted of a mixture of real estate loans and securities with book value of $369.1 million. Remaining unused borrowing capacity from the FHLB.

under this line totaled $46.3 million at June 30, 2023.

In addition, Patriot has a $2.0 million revolving line of credit with the FHLB. At SeptemberFHLB-B. For the three and six months ended June 30, 20172023 and December 31, 2016,2022, no funds had been borrowed under the line of credit.

Interest expense incurred for the three and six months ended June 30, 2023 were $1.7 million and $3.0 million, respectively. Interest expense incurred for the three and six months ended June 30, 2022 were $747,000 and $1.5 million, respectively.

Correspondent Bank - Line of Credit

Effective July 2016,

Patriot has entered into a Federalunsecured federal funds sweep and Federalfederal funds line of credit facility agreement (the “Correspondent Bank Agreement”)agreements with ZB, N.A. (“Zions Bank”).certain correspondent banks. Borrowings available under the agreements totaled $17.0 million at both June 30, 2023 and December 31, 2022. The purpose of the agreementagreements is to provide a credit facility intended to satisfy overnight Fedfederal account balance requirements and to provide for daily settlement of FRB, ACH,Automated Clearing House (ACH), and other clearinghouse transactions.

There was no outstanding balance under the agreements at June 30, 2023 and December 31, 2022. Interest expense incurred for the three and six months ended June 30, 2023 was $54,000 and $117,000, respectively, and none for three and six months ended June 30, 2022.
Other Borrowing
The CorrespondentFederal Reserve Bank Agreement providesof New York (“FRBNY”) accepts loan pledges from qualifying depository institutions to secure borrowings from the Discount Window. Patriot has pledged eligible loans as collateral to support its borrowing capacity at the FRBNY. As of June 30, 2023, the book value of the pledged loans totaled $18.2 million, with a collateral value of $13.0 million. A total of $12.0 million was borrowed from the Discount Window under the FRBNY's Borrower-in-Custody ('BIC") program at June 30, 2023. Interest expense incurred for up to $16 million in funds of whichthe three and six months ended June 30, 2023 was $5,000. In 2022, no funds was outstanding asborrowed under the BIC program, and no interest expense was incurred for the three and six months ended June 30, 2022.
In addition, during July of September 30, 2017.2023, the Bank established a collateralized funding line of $80 million under the Federal Reserve's newly established Bank Term Funding Program. The Correspondent Bank Agreement is unsecured, currently requiresline allows for a compensating balancefixed rate borrowing at market rates of $250,000up to remain on accountone year with Zions Bankrepayment permitted at all times, pays interest on funds on account (e.g., Fed funds sweep, compensating balance) at variable rates depending on the total deposit, and charges interest on advances at Zions Bank’s daily Fed funds rate, which is variable.

any time without penalty.

51

Senior notes

On December 22, 2016, the Company issued $12 million of senior notes ("2016 Senior Notes") bearing interest at 7% per annum and maturing onannum. On November 17, 2021, the original maturity date of the 2016 Senior Notes was extended from December 22, 2021 (the “Senior notes”). Interest onto June 30, 2022.
On June 22, 2022, the Company amended and restated the 2016 Senior Notes. The maturity date of the Senior Notes was further extended to December 31, 2022, and the interest rate increased from (i) 7% to 7.25% from July 1, 2022 until September 30, 2022 and (ii) from 7.25% to 7.50% thereafter. The 2016 Senior Notes was repaid in December 2022.
On December 21, 2022, the Company completed an issuance and sale of $12 million in aggregate principal amount of 8.50% fixed rate senior notes is payable semi-annually on June 22 and December 22 of each year beginning on June 22, 2017.

due January 15, 2026 (“2022 Senior Notes”). In connection with the issuance of the 2022 Senior notes,Notes, the Company incurred $374,000$347,000 of costs, which are being amortized over the term of the 2022 Senior Notes to recognize a constant rate of interest expense. The unamortized debt issuance cost of was deducted from the face amount of the 2022 Senior Notes included in the Consolidated Balance Sheet.

The 2022 Senior Note Purchase Agreement contains certain customary representations, warranties, and covenants made by each of the Company and the Purchasers. The 2022 Senior Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The 2022 Senior Notes are not subject to redemption at the option of the holders. Principal and interest on the 2022 Senior Notes are subject to acceleration only in limited circumstances. The 2022 Senior Notes are an unsecured, unsubordinated obligation and ranks equally in right of payment to all of the Company’s existing and future unsecured indebtedness, liabilities and other obligations that are not subordinated in right of payment to the Senior Note, and will be effectively subordinated to any of the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness. The 2022 Senior Notes are the obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company’s affiliates. At June 30, 2023 and December 31, 2022, $347,000 and $360,000 of unamortized debt issuance costs were deducted from the face amount of the 2022 Subordinated Notes included in the Consolidated Balance Sheet, respectively.
For the three and six months ended June 30, 2023, the Company recognized interest expense of $289,000 and $579,000, respectively. Interest expense incurred for the three and six months ended June 30, 2022 was $210,000 and $420,000, 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 SeptemberJune 30, 20172023 and December 31, 2016, $316,0002022, $146,000 and $372,000$160,000 of unamortized debt issuance costs have beenwere deducted from the face amount of the Senior notesSubordinated Notes included in the Consolidated Balance Sheet.

The Senior Notes contain affirmative covenants that requireconsolidated balance sheet, respectively.

For the three and six months ended June 30, 2023, the Company to: maintain itsrecognized interest expense of $164,000 and its subsidiaries’ legal entity$327,000, respectively. Interest expense incurred for the three and tax status, pay its income tax obligations on a timely basis,six months ended June 30, 2022 was $165,000 and comply with SEC and FDIC reporting requirements. The 7% Senior Notes are unsecured, rank equally with all other senior obligations$328,000, respectively.
52

Table 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.

Contents

Junior subordinated debt owed to unconsolidated trust

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

Trust preferred securities currently qualify for up to 25% of the Company’s Tier I Capital, with the excess qualifying as Tier 2 Capital.
The junior subordinated debentures are unsecured obligations of the Company. The debentures are subordinate and junior in right of payment to all present and future senior indebtedness of the Company. In addition to its obligations under the junior subordinated debentures and in conjunction with the Trust, the Company issued an unconditional guarantee of the trust preferred securities.
The junior subordinated debentures bear interest at three-month LIBOR plus 3.15% 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, 2023 and December 31, 2022, the unamortized placement fee deducted from the face amount of the junior subordinated debt owed to the unconsolidated trust amounted to $116,000 and $120,000, respectively, and accrued interest on the junior subordinated debentures was $10,000 and $9,000, respectively.
For the three and six months ended June 30, 2023, the Company recognized interest expense of $169,000 and 332,000, respectively. Interest expense incurred for the three and six months ended June 30, 2022 was $86,000 and $157,000, 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$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 SeptemberJune 30, 20172023 and December 31, 2016,2022, the note had a balance outstanding of $1.6 million$481,000 and $1.8 million,$585,000, respectively. The note matures in August 2024 and requires a balloon payment of approximately $234,000.$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, 2023, the Company recognized interest expense of $3,000 and $5,000, respectively. Interest expense incurred for the three and six months ended June 30, 2022 was $2,000 and $6,000, respectively.

53


Derivatives
As of June 30, 2023, Patriot 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, 2023 and 2022.
Further discussion of the fair value of derivatives is set forth in Note 8 to the consolidated financial statements.
Equity

Equity increased $3.7decreased $13.2 million, from $62.6$59.6 million at December 31, 20162022 to $66.3$46.4 million at SeptemberJune 30, 2017,2023, primarily due to $3.5a cumulative adjustment to the opening balance of accumulated deficit of $11.5 million upon adoption of year-to-dateCECL effective January 1, 2023, a net income, $105,000loss of equity compensation,$1,314,000 for the six months ended June 30, 2023, and $129,000 ofa net unrealized holding loss for investment portfolio unrealized gains. 

of $394,000.

Off-Balance Sheet Commitments

The Company’sCompany’s off-balance sheet commitments which primarily consist of commitments to lend increased $4.9of $131.7 million from $98.4and $154.3 million atas of June 30, 2023 and December 31, 2016 to $103.3 million at September 30, 2017.

2022, respectively.

54

RESULTS OF OPERATIONS

Distribution


Table of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

Contents

Average Balances
The following tablestables present daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for the three and six months ended SeptemberJune 30, 20172023 and 2016:

(In thousands)

 

Three months ended September 30,

 
  

2017

  

2016

 
  

Daily
Average
Balance ($)

  

Interest
($)

  

Yield
(%)

  

Daily
Average
Balance ($)

  

Interest
($)

  

Yield
(%)

 

ASSETS

                        

Interest Earning Assets:

                        

Loans

 $702,307   8,522   4.81   530,068   6,188   4.64 

Cash equivalents

  23,383   65   1.11   24,326   25   0.41 

Investments

  39,923   380   3.81   35,564   219   2.45 
                         

Total interest earning assets

  765,613   8,967   4.65   589,958   6,432   4.34 
                         

Cash and due from banks

  2,766           3,938         

Premised and equipment, net

  34,618           30,361         

Allowance for loan losses

  (6,120)          (7,210)        

OREO

  851           851         

Other assets

  16,076           17,085         
                         

Total Assets

 $813,804           634,983         
                         

Liabilities

                        

Interest bearing liabilities:

                        

Deposit

 $511,941   1,339   1.04   379,352   549   0.58 

Borrowings

  137,027   248   0.72   105,326   73   0.28 

Senior notes

  11,673   229   7.77   -   -   - 

Subordinated debt

  8,237   92   4.47   8,248   85   4.10 

Note Payable

  1,639   7   1.74   1,829   9   1.96 
                         

Total interest bearing liabilities

  670,517   1,915   1.13   494,755   716   0.58 
                         

Demand deposits

  75,081           74,594         

Other liabilities

  1,811           3,213         
                         

Total Liabilities

  747,409           572,562         
                         

Shareholders' equity

  66,395           62,421         
                         

Total Liabilities and Shareholders' Equity

 $813,804           634,983         
                         

Net interest income

      7,052           5,716     

Interest margin

          3.65           3.85 

Interest spread

          3.52           3.76 

2022:
(In thousands)Three Months Ended June 30,
June 30, 2023June 30, 2022
Average BalanceInterestYieldAverage BalanceInterestYield
ASSETS
Interest Earning Assets:
Loans$916,321 $14,052 6.15 %$819,532 $9,044 4.43 %
Investments104,551 858 3.28 %91,622 575 2.51 %
Cash equivalents and other25,435 399 6.29 %34,862 68 0.78 %
Total interest earning assets1,046,307 15,309 5.87 %946,016 9,687 4.11 %
Cash and due from banks2,348 6,904 
Allowance for loan losses(23,587)(9,695)
Other assets67,711 67,246 
Total Assets$1,092,779 $1,010,471 
Liabilities
Interest bearing liabilities:
Deposits$721,917 $5,248 2.92 %$576,310 $757 0.53 %
Borrowings147,374 1,723 4.69 %91,868 747 3.26 %
Senior notes11,631 289 9.94 %12,000 210 7.00 %
Subordinated debt17,980 333 7.43 %17,942 251 5.61 %
Note Payable and other496 2.43 %703 1.14 %
Total interest bearing liabilities899,398 7,596 3.39 %698,823 1,967 1.13 %
Demand deposits136,975 239,082 
Other liabilities6,644 10,707 
Total Liabilities1,043,017 948,612 
Shareholders' equity49,762 61,859 
Total Liabilities and Shareholders' Equity$1,092,779 $1,010,471 
Net interest income$7,713 $7,720 
Interest margin2.96 %3.27 %
Interest spread2.48 %2.98 %


55

The following tables present daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for the nine months ended September 30, 2017 and 2016:

(In thousands)

 

Nine months ended September 30,

 
  

2017

  

2016

 
  

Daily
Average
Balance ($)

  

Interest
($)

  

Yield
(%)

  

Daily
Average
Balance ($)

  

Interest
($)

  

Yield
(%)

 

ASSETS

                        

Interest Earning Assets:

                        

Loans

 $642,742   22,720   4.73   508,033   17,811   4.68 

Cash equivalents

  23,365   148   0.85   36,384   94   0.35 

Investments

  36,871   968   3.50   38,210   669   2.33 
                         

Total interest earning assets

  702,978   23,836   4.53   582,627   18,574   4.26 
                         

Cash and due from banks

  4,092           3,395         

Premised and equipment, net

  33,816           29,969         

Allowance for loan losses

  (5,547)          (5,913)        

OREO

  851           851         

Other assets

  16,717           16,270         
                         

Total Assets

 $752,907           627,199         
                         

Liabilities

                        

Interest bearing liabilities:

                        

Deposit

 $487,248   3,457   0.95   367,415   1,518   0.55 

Borrowings

  102,900   509   0.66   108,835   258   0.32 

Senior notes

  11,655   686   7.87   -   -   - 

Subordinated debt

  8,244   266   4.32   8,248   250   4.04 

Note Payable

  1,689   24   1.76   1,876   25   1.75 
       ��                 

Total interest bearing liabilities

  611,736   4,942   1.08   486,374   2,051   0.56 
                         

Demand deposits

  73,815           75,045         

Other liabilities

  2,344           3,212         
                         

Total Liabilities

  687,895           564,631         
                         

Shareholders' equity

  65,012           62,568         
                         

Total Liabilities and Shareholders' Equity

 $752,907           627,199         
                         

Net interest income

      18,894           16,523     

Interest margin

          3.59           3.79 

Interest spread

          3.45           3.70 



Table of Contents

The

(In thousands)Six Months Ended June 30,
20232022
Average BalanceInterestYieldAverage BalanceInterestYield
ASSETS
Interest Earning Assets:
Loans$888,461 $26,602 6.04 %$784,091 $16,708 4.30 %
Investments102,139 1,673 3.28 %97,441 1,210 2.48 %
Cash equivalents and other26,518 680 5.17 %37,282 89 0.48 %
Total interest earning assets1,017,118 28,955 5.74 %918,814 18,007 3.95 %
Cash and due from banks3,856 7,584 
Allowance for loan losses(23,135)(9,788)
Other assets69,102 67,880 
Total Assets$1,066,941 $984,490 
Liabilities
Interest bearing liabilities:
Deposits$673,440 8,827 2.64 %$552,734 1,166 0.43 %
Borrowings142,215 3,159 4.48 %93,542 1,484 3.20 %
Senior notes11,625 579 9.96 %12,000 420 7.00 %
Subordinated debt17,976 659 7.39 %17,938 485 5.45 %
Note Payable and other522 1.93 %730 1.66 %
Total interest bearing liabilities845,778 13,229 3.15 %676,944 3,561 1.06 %
Demand deposits163,844 233,111 
Other liabilities7,546 10,305 
Total Liabilities1,017,168 920,360 
Shareholders' equity49,773 64,130 
Total Liabilities and Shareholders' Equity$1,066,941 $984,490 
Net interest income$15,726 $14,446 
Interest margin3.12 %3.17 %
Interest spread2.59 %2.89 %
56

The following table presents the dollar amount of changeschange in interest income and interest expense for the major categories of our interest-bearinginterest-earning assets and interest-bearing liabilities forby 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 ninesix months ended SeptemberJune 30, 20172023 and 2016:

(In thousands)

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2017 compared to 2016

  

2017 compared to 2016

 
  

Increase/(Decrease)

  

Increase/(Decrease)

 
  

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 

Interest Earning Assets:

                        

Loans

 $1,902   432   2,334  $4,492   417   4,909 

Cash equivalents

  (1)  41   40   (34)  88   54 

Investments

  25   136   161   (29)  328   299 
                         

Total interest earning assets

  1,926   609   2,535   4,429   833   5,262 
                         

Interest bearing liabilities:

                        

Deposit

  224   566   790   581   1,358   1,939 

Borrowings

  22   153   175   (14)  265   251 

Senior notes

  229   -   229   686   -   686 

Subordinated debt

  -   7   7   -   16   16 

Note payable

  (2)  -   (2)  (1)  -   (1)
                         

Total interest bearing liabilities

  473   726   1,199   1,252   1,639   2,891 
                         

Net interest income

 $1,453   (117)  1,336  $3,177   (806)  2,371 

2022.

Three Months Ended June 30,Six Months Ended June 30,
2023 compared to 20222023 compared to 2022
(In thousands)Increase/(Decrease)Increase/(Decrease)
VolumeRateTotalVolumeRateTotal
Interest Earning Assets:
Loans$1,282 $3,726 $5,008 $2,738 $7,156 $9,894 
Investments86 197 283 67 396 463 
Cash equivalents and other(18)349 331 (26)617 591 
Total interest earning assets1,350 4,272 5,622 2,779 8,169 10,948 
Interest bearing liabilities:
Deposit379 4,112 4,491 542 7,119 7,661 
Borrowings432 544 976 704 971 1,675 
Senior notes(7)86 79 (13)172 159 
Subordinated debt— 82 82 — 174 174 
Note payable and other— (1)— (1)
Total interest bearing liabilities805 4,824 5,629 1,232 8,436 9,668 
Net interest income$545 $(552)$(7)$1,547 $(267)$1,280 

Results of Operations
For the quarterthree months ended SeptemberJune 30, 2017,2023, interest income and dividend income was $15.3 million, which increased $2.5 million or 39% as compared to the quarter ended September 30, 2016, as focused growth and diversification in the loan portfolio yielded an increase in interest income. Average loan balances increased $172.2 million or 32% as compared to the quarter ended September 30, 2016. Total interest expense increased $1.2 million or 167% as compared to the quarter ended September 30, 2016, primarily driven by $790,000 increase in interest on deposits as the result of an increase in deposit rates, $229,000 increase in interest expense on senior debt that was issued in December 2016, and $175,000 increase in interest expense on FHLB borrowings, due to the increase in general market borrowing rates.

For the nine-month period ended September 30, 2017, interest income increased $5.3 million or 28% as compared to the nine-months ended September 30, 2016. Average loan balances increased $134.7$5.6 million as compared to the nine-months ended September 30, 2016, primarily driven by $73.0 million purchases of loan pools during the first quarter of 2017 and $53.4 million new loans originated in 2017.

As the loan pipeline continued to grow in 2017, so did the need to increase the Bank’s deposit base and liquidity sources. Since the second half of 2016, the Bank has adopted a certificate of deposits (CD) program to attract term deposits at competitive rates. For the nine-month period ended September 30, 2017, total interest expense increased $2.9 million or 141% as compared to the nine-months ended September 30, 2016, primarily driven by $1.9 million increase in interest on deposits as the result of an increase in deposit rates, and the $686,000 increase in interest expense associated with the issuance of senior debt in December 31, 2016.

Net interest income was $7.0$9.7 million for the quarter ended SeptemberJune 30, 2017, up 23% from the corresponding 2016 period, reflecting strong loan and deposit growth. Net2022. Total interest income of $18.9expense was $7.6 million for the ninethree months ended SeptemberJune 30, 2017 was 14% higher than the $16.52023, which increased $5.6 million in the nine month period ended September 30, 2016. Net interest marginas compared to $2.0 million for the quarter ended SeptemberJune 30, 20172022. Net interest income was 3.65% as compared to 3.85%$7.7 million for the quarter ended SeptemberJune 30, 2016. 2023, which was unchanged from net interest income of $7.7 million for the quarter ended June 30, 2022.

For the nine-monthssix months ended SeptemberJune 30, 2017,2023, interest income and dividend income was $29.0 million, which increased $10.9 million as compared to $18.0 million for the six months ended June 30, 2022. Total interest expense was $13.2 million, which increased $9.7 million as compared to $3.6 million for the six months ended June 30, 2022. Net interest income was $15.7 million for the six months ended June 30, 2023, which increased $1.3 million from $14.4 million for the six months ended June 30, 2022.
The net interest margin was 3.59% as compared to 3.79% for the year-ago period.


Provision (Credit) for Loan Losses

Provision for loan losses increased $190,000 from $355,0002.96% for the quarter ended SeptemberJune 30, 2016 to $545,0002023, compared with 3.27% for the quarter ended SeptemberJune 30, 2017. The increase is primarily attributable to a higher loan balance in 2017.

2022. For the ninesix months ended SeptemberJune 30, 2017, provision (credit)2023 and 2022, the net interest margin was 3.12% and 3.17%, respectively. The decline in interest margins for loanthe three and six months ended June 30, 2023 compared to the same periods in 2022, was primarily associated with an increase in the cost of deposits due to the significant rise in market interest rates.

57

Provision for Credit Losses
Beginning January 1, 2023, the Company adopted the CECL accounting standard. Provision for credit losses decreased $3.3for the three and six months ended June 30, 2023, amounted to $1.3 million from $2.3 millionand $3.5 million. This encompassed a provision for the nine month period ended September 30, 2016 to a credit balancelosses on loans of provision for loan losses $(944,000). This is primarily attributable to a single recovery in its Commercial$1.7 million and Industrial portfolio segment. Potential loss on the loan was fully reserved during 2016 and the loan was charged off during the fourth quarter of 2016. In March 2017, the Bank received a $2.8$4.8 million, insurance recovery, which was recorded as a credit to the allowance for loan losses.

Non-interest income

Non-interest income decreased $26,000 from $412,000 for the quarter ended September 30, 2016 to $386,000 for the quarter ended September 30, 2017. The decrease was primarily attributable to a decrease of $39,000 in loan application and processing fees,respectively, which was partially offset by an increasea credit reserve of $13,000 in rental income.

$382,000 and $1,250,000, respectively, for the off-balance-sheet exposure. For the ninethree and six months ended SeptemberJune 30, 2017,2022, a loan loss provision of $275,000 was recorded, with no recorded reserve for the off-balance-sheet exposure.

Non-interest income
Non-interest income for the three months ended June 30, 2023 was $829,000, compared to $798,000 for the three months ended June 30, 2022. For the six months ended June 30, 2023 and 2022, non-interest income decreased $175,000was $1.7 million and $1.6 million, respectively. The increase was primarily attributable to $1.0higher non-interest income from the prepaid card program in 2023.
Non-interest expense
Non-interest expense for the three months ended June 30, 2023 increased to $8.1 million, as compared to $1.2$6.5 million for the ninethree months ended SeptemberJune 30, 2016.2022. Non-interest expense for the six months ended June 30, 2023 was $15.6 million, compared to $12.9 million for the six months ended June 30, 2022. The decrease is primarily attributable to $91,000 reduction of loan activity fees and a $78,000 loss on sale of investment securitiesincrease in the first quarterhalf of 2017.

Non-interest expense

Non-interest expense increased $781,000 from $4.4 million for the quarter ended September 30, 20162023 was primarily due to $5.2 million for the quarter ended September 30, 2017. The increase is primarily attributable to $572,000 increase in salaries and benefits, $71,000 increase in regulatory assessments, and $52,000 increase in data processing expense. The increase in salaries and benefits was primarily due to new hiresstaffing increases needed to support continuing business initiatives.

Provision for income taxes
The Company reported a benefit for income taxes of $231,000 and $488,000 for the Company’s expanding business activities.

For the ninethree and six months ended SeptemberJune 30, 2017, non-interest expense increased $989,000 to $14.9 million as2023, respectively, compared to $13.9 milliona provision for income taxes of $476,000 and $787,000 for the ninethree and six months ended SeptemberJune 30, 2016. 2022, respectively.


Liquidity
The increase is primarily attributable to $469,000 increase in professional and other outside services incurred in connection with implementation of operational improvements, $334,000 increase in salaries and benefits, and $119,000 increase in regulatory assessments due to growth in the Bank’s balance sheet.


Liquidity

The Company’sCompany’s balance sheet liquidity towas 8.4% of total assets ratio was 6.8% at SeptemberJune 30, 20172023, compared to 14.9%9.3% at December 31, 2016. The Company’s2022. Liquidity including readily available total liquidity (including off balanceoff-balance sheet funding sources) tosources was 13.2% of total assets ratio was 17.9% at SeptemberJune 30, 20172023, compared to 19.1%18.0% at December 31, 2016.

2022. The readily available liquidity ratio remained well above the Company's 10% policy minimum.

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

Liquidity is a measure of the Company’sCompany’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.

Capital

The following table illustratesprimary source of liquidity at the Company’s 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.


58

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 regulatory capital ratiosTier 1 leverage ratio as of SeptemberJune 30, 20172023 and December 31, 2016:

  

Patriot National Bancorp, Inc.

  

Patriot Bank, N.A.

 

(In thousands)

 

September 30, 2017

  

December 31, 2016

  

September 30, 2017

  

December 31, 2016

 
  

Amount
($)

  

Ratio
(%)

  

Amount
($)

  

Ratio
(%)

  

Amount
($)

  

Ratio
(%)

  

Amount
($)

  

Ratio
(%)

 

Total Capital (to risk weighted assets)

  74,470   10.222   66,254   10.603   83,558   11.554   74,303   11.928 

Tier 1 Capital (to risk weighted assets)

  68,240   9.367   61,571   9.854   77,328   10.692   69,620   11.176 

Common Equity Tier 1 Capital (to risk weighted assets)

  60,240   8.269   53,571   8.573   77,328   10.692   69,620   11.176 

Tier 1 Leverage Capital (to average assets)

  68,240   8.449   61,571   9.296   77,328   9.574   69,620   10.518 

Capital adequacy is one2022 was 8.54% and 9.27%, respectively. The bank continues to be classified as "well capitalized" under the CBLR framework as the leverage ratio remains above 8% and the Bank has elected to use the two-quarter grace period provided under the framework. Per the CBLR framework, at the conclusion of the most important factors usedgrace period (December 31, 2023), it is the bank's intention to determineeither meet all qualifying criteria to remain in the safety and soundness of individual banksCBLR framework, or to comply with the generally applicable BASEL III capital rules and the banking system. Under the regulatory framework for prompt correction action, to be considered “well capitalized,” an institution must generally have a leverage capital ratio of at least 5.0%, Common Equity Tier 1 capital ratio at least 6.5%, a Tier 1 risk-based capital ratio of at least 8.0% and a total risk-based capital ratio of at least 10%. However, the OCC has the discretion to require increased capital ratios.

Under the final capital rules that became effective on January 1, 2015, there is a requirement for a CET1 Capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that may be distributed to shareholders or used for stock repurchases and on the payment of discretionary bonuses to senior executive management.

The capital buffer requirement is being phased in over three years beginning in 2016. The 0.625% capital conservation buffer for 2016 has been included in the minimum capital adequacy ratios in 2016 column in the table above. The capital conversation buffer increased to 1.25% for 2017, which has been included in the minimum capital adequacy ratios in the 2017 column above.

The capital buffer requirement effectively raises the minimum required Total Capital ratio to 10.5%, the Tier 1 Capital ratio to 8.5%, and the CET1 Capital ratio to 7.0% on a fully phased-in basis, which will be effective beginning on January 1, 2019. Management believes that, as of September 30, 2017, Patriot satisfies all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis, as if all such requirements were currently in effect.

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



Impact of Inflation and Changing Prices

IMPACT OF INFLATION AND CHANGING PRICES

The Company’sCompany’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.

Stock Repurchase Program

The following table presents share repurchases of Patriot’s common stock during the three months ended September 30, 2017 and December 31, 2016.

Period Beginning

 

Period Ending

 

No. of

Shares
Purchased
(1)

  

Average Price
Paid per

Share

  

No. of Shares Purchased
as part of
Publicly Announced
Plans
(1)

  

Maximum No. of Shares
that may yet be
Purchased Under the
Plans
(1)

 

November 1, 2016

 

November 30, 2016

  629  $13.73   629   498,853 

December 1, 2016

 

December 31, 2016

  71,324  $14.04   71,324   427,529 
                   

Three-months ended December 31, 2016

  71,953  $14.04         
                   

August 1, 2017

 

August 31, 2017

  100 (2) $17.10   0 (2)   427,529(2) 
                   

Three-months ended September 30, 2017

  100  $17.10         

(1)

All shares have been repurchased in connection with the stock repurchase program (the "Program") authorized by the Company's Board of Directors on July 29, 2016. The Program authorized the Company's chairman to direct the Company to repurchase up to 500,000 shares of Patriot's common stock on the open-market or in private transactions, through July 31, 2017.

(2)

After the Program closed, one shareholder elected to sell 100 shares back to the Company. This transaction was accepted and executed on the same terms as those executed during the Program.

There were 100 shares of Patriot’s common stock repurchased during the three and nine months period ended September 30, 2017. No shares of Patriot’s common stock were repurchased during the three and nine months period ended September 30, 2016.



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’sCompany’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 termshort-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 GAPgap 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

59

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- sensitiverate-sensitive assets and funding requirements of rate-sensitive liabilities.


The tablestables 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 historicallyIn certain low interest rate environment,environments, the calculated effects of the 100 and 200 basis point downward shocks cannot absolutely reflect the risk to earnings and equity, since the interest rates on certain balance sheet items have approached their minimums. Therefore, it is not possible for the analyses to fully measure the true impact of these downward shocks.

(In thousands)

                   
   

Net Portfolio Value - Performance Summary

 
   

As of September 30, 2017

  

As of December 31, 2016

 

Projected Interest
Rate Scenario

  

Estimated
Value

  

Change
from
Base ($)

  

Change
from
Base (%)

  

Estimated
Value

  

Change
from
Base ($)

  

Change
from
Base (%)

 

+200

   99,330   (5,093)  (4.9)  102,546   (1,629)  (1.6) 

+100

   102,910   (1,513)  (1.5)  104,044   (130)  (0.1) 

BASE

   104,423   -   -   104,174   -   - 
-100   104,873   450   0.4   105,408   1,233   1.2 
-200   106,334   1,911   1.8   107,152   2,977   2.9 

   

Net Interest Income - Performance Summary

 
   

September 30, 2017

  

Year ended December 31, 2016

 

Projected Interest
Rate Scenario

  

Estimated
Value

  

Change
from
Base ($)

  

Change
from
Base (%)

  

Estimated
Value

  

Change
from
Base ($)

  

Change
from
Base (%)

 

+200

   29,474   397   1.4   25,588   976   4.0 

+100

   29,373   296   1.0   25,149   538   2.2 

BASE

   29,076   -   -   24,611   -   - 
-100   28,447   (629)  (2.2)  23,956   (655)  (2.7) 
-200   28,367   (709)  (2.4)  24,073   (538)  (2.2) 

Net Portfolio Value - Performance Summary
(In thousands)June 30, 2023As of December 31, 2022
Projected Interest Rate ScenarioEstimated ValueChange from Base ($)Change from Base (%)Estimated ValueChange from Base ($)Change from Base (%)
+200$113,674 $(16,044)(12.37)%$146,888 $(15,357)(9.47)%
+100123,876 (5,842)(4.50)%157,368 (4,877)(3.01)%
BASE129,718 — — 162,245 — — 
-100133,459 3,741 2.88 %163,472 1,227 0.76 %
-200128,069 (1,649)(1.27)%155,386 (6,859)(4.23)%
Net Interest Income - Performance Summary
(In thousands)June 30, 2023December 31, 2022
Projected Interest Rate ScenarioEstimated ValueChange from BaseChange from Base (%)Estimated ValueChange from Base ($)Change from Base (%)
+200$41,089 $(1,869)(4.35)%$46,131 $(1,177)(2.49)%
+10042,150 (808)(1.88)%46,938 (370)(0.78)%
BASE42,958 — — 47,308 — — 
-10043,957 999 2.33 %47,657 349 0.74 %
-20045,082 2,124 4.94 %46,747 (561)(1.19)%



60


Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures

The Bank

Patriot maintains disclosure controls and procedures that are designed to provide reasonable assurance that information whichthat is required to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures.

An evaluation of the effectiveness of the Company’s disclosure controls and procedures was performed by the Company’s management, with the participation of the Company’s Chief Executive Officer and its Chief Financial Officer, as of the end of the period covered by this report. As used herein, “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it filesfiled or submitssubmitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to management in a timely fashion.

Patriot’s management, with the Company’s management, includingparticipation of its principal executiveChief Executive Officer and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on theits Chief Financial Officer, conducted an evaluation, the aforementioned officers concluded that, as of September 30, 2017, the Company’send of the period covered by this report, of the effectiveness of its disclosure controls and procedures, were effective.

Internal Control over Financial Reporting

A material weaknessas such term is defined in Exchange Act Rule 13a-15(e). In connection with our self-evaluation an accounting error was identified as explained in the Company’s internal control overexplanatory note contained in this filing, Patriot's Chief Executive Officer and Chief Financial Officer have determined that the Company’s financial reporting was disclosed in Item 9A, Controlscontrols and Procedures, ofprocedures with respect to the Company’s annual report on Form 10-K,allowance for credit losses were not operating effectively for the yearquarter ended December 31, 2016. The Company did not have effective controls over (i) the recording, monitoring and valuation of eligible collateral when calculating specific reserves on impaired loans; and (ii) controls over the development and monitoring of qualitative factors used in calculating the general component of the loan loss reserve in accordance with the approved allowance for loan losses policy.  Based on their evaluation,June 30, 2023. Accordingly, management concludedhas determined that as of December 31, 2016, the Company's disclosure controls and procedures were not effective as a result of June 30, 2023.

Changes in Internal Control Over Financial Reporting
Except as described above, there was no change in the material weakness in internal controls over financial reporting that affected its financial reporting during the second and third quarters of 2016.

In response to the identified material weakness, management implemented changes to its disclosure controls and procedures and its system ofCompany’s internal control over financial reporting in each of the quarters ended December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017, including changes to the process and procedures for establishing allowances for loan loss and enhancements to create a more robust review process. Other implemented enhancements include strengthened controls over the monitoring and valuation of collateral related to loans deemed to be impaired and for which specific reserves have been established.

Management believes all disclosure controls and procedures needed to provide reasonable assurance that information will be communicated in a timely fashion to management are now in place and such controls related to the allowance for loan losses have operated for a sufficient period of time for Management to evaluate the operating effectiveness of the controls and, accordingly, Management believes the material weakness in internal control described in the preceding paragraph has been remediated.

No changes in the Company’s internal controls over financial reporting have occurred during the Company’s fiscal quarter ended SeptemberJune 30, 20172023 that havehas materially affected, or areis reasonably likely to materially affect, the Company’s internal controlscontrol 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.

61


PART II - OTHER INFORMATION


Item 1: Legal Proceedings

Neither the Company nor the Bank has

Patriot does not have any pending legal proceedings, other than ordinary routine litigation, incidental to its business, to which the Company or the BankPatriot 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 1A: Risk Factors

During 5: Other Information

On August 8, 2023, the threeCompany and nine months ended September 30, 2017, there were no material changesthe Bank entered into a Retention and Severance Agreement (the “Agreement”) with Joseph Perillo, the Executive Vice President and Chief Financial Officer of the Company and the Bank, in exchange for Mr. Perillo’s ongoing services to the risk factors relevantCompany and the Bank, and for providing an orderly transition at the time of Mr. Perillo’s retirement in the future. Pursuant to the Company’s operations, which are describedAgreement, Mr. Perillo will be eligible to receive certain additional compensation including: (i) a payment in the Annual Report on Form 10-K for the year ended December 31, 2016, except as follows.

Our stockholders may experience dilution upon the repurchaseamount of common shares. On July 26, 2016, our Board of Directors authorized a stock repurchase plan permitting the Company$340,000 (the “Retention Payment”); (ii) an option to repurchaseconvert up to 500,000 shares$140,000 of the Retention Payment into restricted stock under the Company’s Amended and Restated 2020 Restricted Stock Award Plan, subject to a vesting schedule; and (iii) a payment of the full medical insurance premium under COBRA for up to 12 months after Mr. Perillo’s final day of employment (collectively, the “Additional Compensation”).

The Additional Compensation is subject to certain conditions and restrictions provided under the Agreement, including that Mr. Perillo provides not less than six months’ advance written notice of his retirement, which shall not be tendered prior to January 31, 2024.
The preceding description of the Agreement does not purport to be complete and is qualified in its common stock. entirety by reference to the Agreement, a form of which is filed herewith as Exhibit 10.1.
62

ITEM 6: Exhibits
The Company could have repurchased shares of its common stock inexhibits marked with the open market, including block purchases, at prices that may be above or below the net asset value as reported in the most recently published financial statements. The share repurchase program was in effect until July 31, 2017, or until suspended, discontinued or replaced. If the Company had repurchased shares at a price above net asset value per share, such repurchases would have resulted in an immediate dilution in net asset value per share to existing common stockholders.

section symbol (#) are interactive data files.

Item 6:      Exhibits               

No.

Description

3(i) (C)

No.

Description
3(i)
Certificate of Amendment of 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 reportCurrent Report on Form 8-K datedfiled on October 21, 2010)

3(ii)

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 datedfiled on November 1, 2010 (Commission File No. 000-29599))2010)

10(a) (2)

10.1
2012 Stock PlanForm of Bancorp (incorporated by reference from Annex A to the Proxy Statement on Form 14C filed November 1, 2011)

10(a) (20)

Amended Financial ServicesRetention and Severance Agreement, (incorporated by reference to Exhibit 10(a) (20) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (Commission File No. 000-29599)

10(a) (21)

Agreement and Plan of Mergerdated August 8, 2023, by and amongbetween Patriot Bank, N.A., Patriot National Bancorp, Inc., Patriot Bank, National Association, Prime Bank and Jasper J. Jaser, as stockholders’ representative, dated as of August 1, 2017 (incorporated by reference to Exhibit 10(a) (21) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)Joseph Perillo

14

Code of Conduct for Senior Financial Officers (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10 -KSB for the year ended December 31, 2004 (Commission File No. 000-29599))

21

31(1)

Subsidiaries of Bancorp (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1999 (Commission File No. 000-29599))

31(1)

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

31(2)

31(2)
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32

32*
Section 1350 Certifications

101.INS#

101.INS#Inline XBRL Instance Document

101.SCH#

101.SCH#Inline XBRL Schema Document

101.CAL#

101.CAL#Inline XBRL Calculation Linkbase Document

101.LAB#

101.LAB#Inline XBRL Labels Linkbase Document

101.PRE#

101.PRE#Inline XBRL Presentation Linkbase Document

101.DEF#

101.DEF#Inline XBRL Definition Linkbase Document

104Cover 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.

63


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: November 9, 2017

Date: November 14, 2023

Patriot National Bancorp, Inc. (Registrant)

By:

/s/ Joseph D. Perillo

Joseph D. Perillo

Executive Vice President and Chief Financial Officer

By:/s/ David Lowery
David Lowery
President and Chief Executive Officer

58

64