The accompanying unaudited interim condensed consolidated financial statements of Patriot National Bancorp, Inc. (the “Company” or “PNBK”) and its wholly-owned subsidiaries, Patriot Bank, N.A. (the “Bank”), Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively, “Patriot”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included on the Annual Report on Form 10-K for the year ended December 31, 2021.
The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified accounting for the allowance for loan and lease losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the impairment of goodwill, the valuation of derivatives, and the valuation of servicing assets as certain of the Company’s more significant accounting policies and estimates, in that they are critical to the presentation of the Company’s consolidated financial condition and results of operations. As they concern matters that are inherently uncertain, these estimates require management to make subjective and complex judgments in the preparation of the Company’s consolidated financial statements.
The information furnished reflects, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for the remainder of 2022.
Certain prior period amounts have been reclassified to conform to current year presentation.
Please refer to the summary of Significant Accounting Policies included in the Company’s 2021 Annual Report on Form 10-K for a list of all policies in effect as of December 31, 2021.
The following table presents the available-for-sale securities’ gross unrealized losses and fair value, aggregated by the length of time the individual securities have been in a continuous loss position as of June 30, 2022 and December 31, 2021:
The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held as of June 30, 2022 and December 31, 2021. The mortgages underlying the mortgage-backed securities are not due at a single maturity date. Additionally, these mortgages often are and generally may be pre-paid without penalty, creating a degree of uncertainty that such investments can be held until maturity. For convenience, mortgage-backed securities have been included in the summary as a separate line item.
Patriot's lending activities are conducted principally in Fairfield and New Haven Counties in Connecticut and Westchester County in New York, and the five Boroughs of New York City. Patriot originates commercial real estate loans, commercial business loans, a variety of consumer loans, and construction loans, and has purchased residential loans since 2016. All commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations is dependent to some degree on the status of the regional economy as well as upon the regional real estate market. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio and the recovery of a substantial portion of any resulting real estate acquired is susceptible to changes in market conditions.
Patriot has established credit policies applicable to each type of lending activity in which it engages and evaluates the creditworthiness of each borrower. Unless extenuating circumstances exist, Patriot limits the extension of credit on commercial real estate loans to 75% of the market value of the underlying collateral. Patriot’s loan origination policy for multi-family residential real estate is limited to 80% of the market value of the underlying collateral. In the case of construction loans, the maximum loan-to-value is 75% of the “as completed” appraised value of the real estate project. Management monitors the appraised value of collateral on an on-going basis and additional collateral is requested when warranted. Real estate is the primary form of collateral, although other forms of collateral do exist and may include such assets as accounts receivable, inventory, marketable securities, time deposits, and other business assets.
In underwriting commercial real estate loans, Patriot evaluates both the prospective borrower’s ability to make timely payments on the loan and the value of the property securing the loans. Repayment of such loans may be negatively impacted should the borrower default, the value of the property collateralizing the loan substantially decline, or there are declines in general economic conditions. Where the owner occupies the property, Patriot also evaluates the business’ ability to repay the loan on a timely basis and may require personal guarantees, lease assignments, and/or the guarantee of the operating company.
Patriot’s commercial and industrial loan portfolio consists primarily of commercial business loans and lines of credit to businesses and professionals. These loans are generally for the financing of accounts receivable, purchases of inventory, purchases of new or used equipment, or for other short- or long-term working capital purposes. These loans are generally secured by business assets but are also occasionally offered on an unsecured basis. In granting these types of loans, Patriot considers the borrower’s cash flow as the primary source of repayment, supported by the value of collateral, if any, and personal guarantees, as applicable. Repayment of commercial and industrial loans may be negatively impacted by adverse changes in economic conditions, ineffective management, claims on the borrower’s assets by others that are superior to Patriot’s claims, a loss of demand for the borrower’s products or services, or the death or disability of the borrower or other key management personnel.
Patriot’s syndicated and leveraged loan portfolio totaled $16.4 million and $19.6 million at June 30, 2022 and December 31, 2021, respectively. The syndicated and leveraged loans are included in the commercial and industrial loan classification and are primarily comprised of loan transactions led by major financial institutions and regional banks, which are the Agent Bank or Lead Arranger, and are referred to as syndicated loans or "Shared National Credits (SNC)". SNC loans were determined to be complementary to the Bank’s existing commercial and industrial loan portfolio and product offerings. Further originations in this loan class are not expected.
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.
Close of the construction facility typically occurs when events dictate, such as receipt of a certificate of occupancy and property stabilization, which is defined as cash flow sufficient to support a pre-defined minimum debt coverage ratio and other conditions and covenants particular to the loan. Construction facilities are typically variable rate instruments that, upon conversion to an amortizing mortgage loan, reset to a fixed rate instrument that is the greater of the in-force variable rate plus a predetermined spread over a reference rate (e.g., prime) or a minimum interest rate.
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.
Allowance for Loan and Lease Losses
The following tables summarize the activity in the allowance for loan and lease losses, allocated to segments of the loan portfolio, for the three and six months ended June 30, 2022 and 2021:
(In thousands) | | Commercial Real Estate | | | Residential Real Estate | | | Commercial and Industrial | | | Consumer and Other | | | Construction | | | Construction to Permanent - CRE | | | Unallocated | | | Total | |
Three months ended June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2022 | | $ | 4,889 | | | $ | 1,512 | | | $ | 2,860 | | | $ | 319 | | | $ | 56 | | | $ | 9 | | | $ | 92 | | | $ | 9,737 | |
Charge-offs | | | - | | | | - | | | | - | | | | (100 | ) | | | - | | | | - | | | | - | | | | (100 | ) |
Recoveries | | | - | | | | - | | | | 11 | | | | 6 | | | | - | | | | - | | | | - | | | | 17 | |
Provisions (credits) | | | 91 | | | | (117 | ) | | | (555 | ) | | | 838 | | | | 2 | | | | 6 | | | | 10 | | | | 275 | |
June 30, 2022 | | $ | 4,980 | | | $ | 1,395 | | | $ | 2,316 | | | $ | 1,063 | | | $ | 58 | | | $ | 15 | | | $ | 102 | | | $ | 9,929 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2021 | | $ | 4,154 | | | $ | 1,909 | | | $ | 3,624 | | | $ | 382 | | | $ | 280 | | | $ | 77 | | | $ | - | | | $ | 10,426 | |
Charge-offs | | | (9 | ) | | | - | | | | - | | | | (2 | ) | | | (69 | ) | | | - | | | | - | | | | (80 | ) |
Recoveries | | | - | | | | - | | | | 12 | | | | 4 | | | | - | | | | - | | | | - | | | | 16 | |
Provisions (credits) | | | (66 | ) | | | 94 | | | | (424 | ) | | | 7 | | | | 158 | | | | 67 | | | | 164 | | | | - | |
June 30, 2021 | | $ | 4,079 | | | $ | 2,003 | | | $ | 3,212 | | | $ | 391 | | | $ | 369 | | | $ | 144 | | | $ | 164 | | | $ | 10,362 | |
(In thousands) | | Commercial Real Estate | | | Residential Real Estate | | | Commercial and Industrial | | | Consumer and Other | | | Construction | | | Construction to Permanent - CRE | | | Unallocated | | | Total | |
Six Months ended June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | | $ | 5,063 | | | $ | 1,700 | | | $ | 2,532 | | | $ | 253 | | | $ | 78 | | | $ | 41 | | | $ | 238 | | | $ | 9,905 | |
Charge-offs | | | - | | | | - | | | | (68 | ) | | | (147 | ) | | | (70 | ) | | | - | | | | - | | | | (285 | ) |
Recoveries | | | - | | | | 1 | | | | 26 | | | | 7 | | | | - | | | | - | | | | - | | | | 34 | |
Provisions (credits) | | | (83 | ) | | | (306 | ) | | | (174 | ) | | | 950 | | | | 50 | | | | (26 | ) | | | (136 | ) | | | 275 | |
June 30, 2022 | | $ | 4,980 | | | $ | 1,395 | | | $ | 2,316 | | | $ | 1,063 | | | $ | 58 | | | $ | 15 | | | $ | 102 | | | $ | 9,929 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Months ended June 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | $ | 4,485 | | | $ | 1,379 | | | $ | 3,284 | | | $ | 295 | | | $ | 739 | | | $ | 162 | | | $ | 240 | | | $ | 10,584 | |
Charge-offs | | | (51 | ) | | | (3 | ) | | | (209 | ) | | | (20 | ) | | | (69 | ) | | | - | | | | - | | | | (352 | ) |
Recoveries | | | - | | | | - | | | | 24 | | | | 106 | | | | - | | | | - | | | | - | | | | 130 | |
Provisions (credits) | | | (355 | ) | | | 627 | | | | 113 | | | | 10 | | | | (301 | ) | | | (18 | ) | | | (76 | ) | | | - | |
June 30, 2021 | | $ | 4,079 | | | $ | 2,003 | | | $ | 3,212 | | | $ | 391 | | | $ | 369 | | | $ | 144 | | | $ | 164 | | | $ | 10,362 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following tables summarize, by loan portfolio segment, the amount of loans receivable evaluated individually and collectively for impairment as of June 30, 2022 and December 31, 2021:
(In thousands) | | Commercial Real Estate | | | Residential Real Estate | | | Commercial and Industrial | | | Consumer and Other | | | Construction | | | Construction to Permanent - CRE | | | Unallocated | | | Total | |
June 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | 1,900 | | | $ | 4 | | | $ | 986 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 2,890 | |
Collectively evaluated for impairment | | | 3,080 | | | | 1,391 | | | | 1,330 | | | | 1,063 | | | | 58 | | | | 15 | | | | 102 | | | | 7,039 | |
Total allowance for loan and lease losses | | $ | 4,980 | | | $ | 1,395 | | | $ | 2,316 | | | $ | 1,063 | | | $ | 58 | | | $ | 15 | | | $ | 102 | | | $ | 9,929 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable, gross: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | 15,366 | | | $ | 2,906 | | | $ | 4,702 | | | $ | 518 | | | $ | - | | | $ | - | | | $ | - | | | $ | 23,492 | |
Collectively evaluated for impairment | | | 433,518 | | | | 135,833 | | | | 128,579 | | | | 122,340 | | | | 12,221 | | | | 3,124 | | | | - | | | | 835,615 | |
Total loans receivable, gross | | $ | 448,884 | | | $ | 138,739 | | | $ | 133,281 | | | $ | 122,858 | | | $ | 12,221 | | | $ | 3,124 | | | $ | - | | | $ | 859,107 | |
(In thousands) | | Commercial Real Estate | | | Residential Real Estate | | | Commercial and Industrial | | | Consumer and Other | | | Construction | | | Construction to Permanent - CRE | | | Unallocated | | | Total | |
December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | 1,567 | | | $ | 3 | | | $ | 722 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 2,292 | |
Collectively evaluated for impairment | | | 3,496 | | | | 1,697 | | | | 1,810 | | | | 253 | | | | 78 | | | | 41 | | | | 238 | | | | 7,613 | |
Total allowance for loan losses | | $ | 5,063 | | | $ | 1,700 | | | $ | 2,532 | | | $ | 253 | | | $ | 78 | | | $ | 41 | | | $ | 238 | | | $ | 9,905 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable, gross: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | 15,704 | | | $ | 2,954 | | | $ | 4,031 | | | $ | 523 | | | $ | - | | | $ | - | | | $ | - | | | $ | 23,212 | |
Collectively evaluated for impairment | | | 349,543 | | | | 155,637 | | | | 118,779 | | | | 58,841 | | | | 21,781 | | | | 11,695 | | | | - | | | | 716,276 | |
Total loans receivable, gross | | $ | 365,247 | | | $ | 158,591 | | | $ | 122,810 | | | $ | 59,364 | | | $ | 21,781 | | | $ | 11,695 | | | $ | - | | | $ | 739,488 | |
Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including cash flow from business operations, loan to value ratios, debt service coverage ratios, and credit scores.
Patriot employs a risk rating system as part of the risk assessment of its loan portfolio. At origination, credit officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Loan Committee to which the loan is submitted for approval. If financial developments occur on a loan in the credit officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the Loan Committee can adjust a risk rating based on available information. In addition, the risk ratings on all commercial loans over $250,000 are reviewed by the Credit Department either annually or biannually, depending upon the amount of the bank’s exposure.
Additionally, Patriot retains an independent third-party loan review expert to perform a semi-annual analysis of the results of its risk rating process. The semi-annual review is based on a randomly selected sample of loans within established parameters (e.g., value, concentration), in order to assess and validate the risk ratings assigned to individual loans. Any changes to the assigned risk ratings, based on the semi-annual review, are required to be reported to the Audit Committee of the Board of Directors.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
When assigning a risk rating to a loan, management utilizes the Bank’s internal eleven-point risk rating system. An asset is considered “special mention” when it has a potential weakness based on objective evidence, but does not currently expose the Company to sufficient risk to warrant classification in one of the following categories:
| ● | Substandard: An asset is classified “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss, if noted deficiencies are not corrected. |
| ● | Doubtful: Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard”, with the added characteristic that the identified weaknesses make collection or liquidation-in-full improbable, on the basis of currently existing facts, conditions, and values. |
Charge-offs of loans to reduce the loan to its recoverable value that are solely collateral dependent, generally occur immediately upon confirmation of the partial loss amount. Loans that are cash flow dependent are modeled to reflect the expected cash flows through expected loan maturity, including any proceeds from refinancing or principal curtailment. A specific reserve is established for the amount by which the net investment in the loan exceeds the present value of discounted cash flows. Charge-offs on cash flow dependent loans also generally occur immediately upon confirmation of the partial loss amount.
If either type of loan is classified as “Loss”, meaning full loss on the loan is expected, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold. In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the classification of retail credit based on delinquency status, “Open-end” and “Closed-end” credits are charged off when 180 days and 120 days delinquent, respectively.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Loan Portfolio Aging Analysis
The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of June 30, 2022.
(In thousands) | | Performing (Accruing) Loans | | | | | | | | | |
As of June 30, 2022: | | 30 - 59 Days Past Due | | | 60 - 89 Days Past Due | | | 90 Days or Greater Past Due | | | Total Past Due | | | Current | | | Total Performing Loans | | | Non- accruing Loans | | | Loans Receivable Gross | |
Loan portfolio segment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 798 | | | $ | - | | | $ | - | | | $ | 798 | | | $ | 412,846 | | | $ | 413,644 | | | $ | - | | | $ | 413,644 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 18,421 | | | | 18,421 | | | | - | | | | 18,421 | |
Substandard | | | 853 | | | | - | | | | - | | | | 853 | | | | 600 | | | | 1,453 | | | | 15,366 | | | | 16,819 | |
| | | 1,651 | | | | - | | | | - | | | | 1,651 | | | | 431,867 | | | | 433,518 | | | | 15,366 | | | | 448,884 | |
Residential Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 231 | | | | - | | | | - | | | | 231 | | | | 135,421 | | | | 135,652 | | | | - | | | | 135,652 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,087 | | | | 3,087 | |
| | | 231 | | | | - | | | | - | | | | 231 | | | | 135,421 | | | | 135,652 | | | | 3,087 | | | | 138,739 | |
Commercial and Industrial: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 1,018 | | | | - | | | | - | | | | 1,018 | | | | 123,616 | | | | 124,634 | | | | - | | | | 124,634 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 1,712 | | | | 1,712 | | | | - | | | | 1,712 | |
Substandard | | | 1,896 | | | | 108 | | | | - | | | | 2,004 | | | | 205 | | | | 2,209 | | | | 4,726 | | | | 6,935 | |
| | | 2,914 | | | | 108 | | | | - | | | | 3,022 | | | | 125,533 | | | | 128,555 | | | | 4,726 | | | | 133,281 | |
Consumer and Other: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | - | | | | - | | | | - | | | | 122,690 | | | | 122,690 | | | | - | | | | 122,690 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | 23 | | | | 23 | | | | 145 | | | | 168 | |
| | | - | | | | - | | | | - | | | | - | | | | 122,713 | | | | 122,713 | | | | 145 | | | | 122,858 | |
Construction: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | - | | | | - | | | | - | | | | 12,221 | | | | 12,221 | | | | - | | | | 12,221 | |
| | | - | | | | - | | | | - | | | | - | | | | 12,221 | | | | 12,221 | | | | - | | | | 12,221 | |
Construction to Permanent - CRE: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | - | | | | - | | | | - | | | | 3,124 | | | | 3,124 | | | | - | | | | 3,124 | |
| | | - | | | | - | | | | - | | | | - | | | | 3,124 | | | | 3,124 | | | | - | | | | 3,124 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 4,796 | | | $ | 108 | | | $ | - | | | $ | 4,904 | | | $ | 830,879 | | | $ | 835,783 | | | $ | 23,324 | | | $ | 859,107 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable, gross: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 2,047 | | | $ | - | | | $ | - | | | $ | 2,047 | | | $ | 809,918 | | | $ | 811,965 | | | $ | - | | | $ | 811,965 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 20,133 | | | | 20,133 | | | | - | | | | 20,133 | |
Substandard | | | 2,749 | | | | 108 | | | | - | | | | 2,857 | | | | 828 | | | | 3,685 | | | | 23,324 | | | | 27,009 | |
Loans receivable, gross | | $ | 4,796 | | | $ | 108 | | | $ | - | | | $ | 4,904 | | | $ | 830,879 | | | $ | 835,783 | | | $ | 23,324 | | | $ | 859,107 | |
20
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following tables summarize performing and non-performing loans (i.e., non-accruing) receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2021.
(In thousands) | | Performing (Accruing) Loans | | | | | | | | | |
As of December 31, 2021: | | 30 - 59 Days Past Due | | | 60 - 89 Days Past Due | | | 90 Days or Greater Past Due | | | Total Past Due | | | Current | | | Total Performing Loans | | | Non- accruing Loans | | | Loans Receivable Gross | |
Loan portfolio segment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 696 | | | $ | - | | | $ | - | | | $ | 696 | | | $ | 324,858 | | | $ | 325,554 | | | $ | - | | | $ | 325,554 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 16,625 | | | | 16,625 | | | | - | | | | 16,625 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | 7,364 | | | | 7,364 | | | | 15,704 | | | | 23,068 | |
| | | 696 | | | | - | | | | - | | | | 696 | | | | 348,847 | | | | 349,543 | | | | 15,704 | | | | 365,247 | |
Residential Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | - | | | | - | | | | - | | | | 154,044 | | | | 154,044 | | | | - | | | | 154,044 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 1,399 | | | | 1,399 | | | | - | | | | 1,399 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,148 | | | | 3,148 | |
| | | - | | | | - | | | | - | | | | - | | | | 155,443 | | | | 155,443 | | | | 3,148 | | | | 158,591 | |
Commercial and Industrial: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 243 | | | | - | | | | - | | | | 243 | | | | 114,306 | | | | 114,549 | | | | - | | | | 114,549 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 1,951 | | | | 1,951 | | | | - | | | | 1,951 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | 2,209 | | | | 2,209 | | | | 4,101 | | | | 6,310 | |
| | | 243 | | | | - | | | | - | | | | 243 | | | | 118,466 | | | | 118,709 | | | | 4,101 | | | | 122,810 | |
Consumer and Other: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | 26 | | | | 2 | | | | 28 | | | | 59,171 | | | | 59,199 | | | | - | | | | 59,199 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | 23 | | | | 23 | | | | 142 | | | | 165 | |
| | | - | | | | 26 | | | | 2 | | | | 28 | | | | 59,194 | | | | 59,222 | | | | 142 | | | | 59,364 | |
Construction: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | - | | | | - | | | | - | | | | 21,781 | | | | 21,781 | | | | - | | | | 21,781 | |
| | | - | | | | - | | | | - | | | | - | | | | 21,781 | | | | 21,781 | | | | - | | | | 21,781 | |
Construction to Permanent - CRE: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | - | | | | - | | | | - | | | | - | | | | 11,695 | | | | 11,695 | | | | - | | | | 11,695 | |
| | | - | | | | - | | | | - | | | | - | | | | 11,695 | | | | 11,695 | | | | - | | | | 11,695 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 939 | | | $ | 26 | | | $ | 2 | | | $ | 967 | | | $ | 715,426 | | | $ | 716,393 | | | $ | 23,095 | | | $ | 739,488 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans receivable, gross: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 939 | | | $ | 26 | | | $ | 2 | | | $ | 967 | | | $ | 685,855 | | | $ | 686,822 | | | $ | - | | | $ | 686,822 | |
Special mention | | | - | | | | - | | | | - | | | | - | | | | 19,975 | | | | 19,975 | | | | - | | | | 19,975 | |
Substandard | | | - | | | | - | | | | - | | | | - | | | | 9,596 | | | | 9,596 | | | | 23,095 | | | | 32,691 | |
Loans receivable, gross | | $ | 939 | | | $ | 26 | | | $ | 2 | | | $ | 967 | | | $ | 715,426 | | | $ | 716,393 | | | $ | 23,095 | | | $ | 739,488 | |
21
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following tables summarize non-performing (i.e., non-accruing) loans by aging category and status, within the applicable loan portfolio segment as of June 30, 2022 and December 31, 2021:
(In thousands) | | Non-accruing Loans | | | | | |
| | 30 - 59 Days Past Due | | | 60 - 89 Days Past Due | | | 90 Days or Greater Past Due | | | Total Past Due | | | Current | | | Total Non-accruing Loans | |
As of June 30, 2022: | | | | | | | | | | | | | | | | | | | | | | | | |
Loan portfolio segment: | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | $ | - | | | $ | - | | | $ | 6,537 | | | $ | 6,537 | | | $ | 8,829 | | | $ | 15,366 | |
Residential Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | | 682 | | | | - | | | | 1,795 | | | | 2,477 | | | | 610 | | | | 3,087 | |
Commercial and Industrial: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | | 143 | | | | 136 | | | | 4,447 | | | | 4,726 | | | | - | | | | 4,726 | |
Consumer and Other: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | | - | | | | - | | | | 121 | | | | 121 | | | | 24 | | | | 145 | |
Total non-accruing loans | | $ | 825 | | | $ | 136 | | | $ | 12,900 | | | $ | 13,861 | | | $ | 9,463 | | | $ | 23,324 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | |
Loan portfolio segment: | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | $ | - | | | $ | - | | | $ | 15,704 | | | $ | 15,704 | | | $ | - | | | $ | 15,704 | |
Residential Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | | - | | | | - | | | | 2,419 | | | | 2,419 | | | | 729 | | | | 3,148 | |
Commercial and Industrial: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | | - | | | | 491 | | | | 2,458 | | | | 2,949 | | | | 1,152 | | | | 4,101 | |
Consumer and Other: | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | | - | | | | 94 | | | | 28 | | | | 122 | | | | 20 | | | | 142 | |
Total non-accruing loans | | $ | - | | | $ | 585 | | | $ | 20,609 | | | $ | 21,194 | | | $ | 1,901 | | | $ | 23,095 | |
If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $115,000 and $221,000 would have been recognized during the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2021, additional interest income (net of cash collected) of approximately $154,000 and $409,000 would have been recognized, respectively.
Interest income collected and recognized on non-accruing loans for the three and six months ended June 30, 2022 was $114,000 and $204,000, respectively. During the three and six months ended June 30,2021, interest income collected and recognized on non-accruing loans was $77,000 and $121,000, respectively.
The accrual of interest on loans is discontinued at the time the loan is 90 days past due for payment unless the loan is well-secured and in process of collection. Consumer installment loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged-off, at an earlier date, if collection of principal or interest is considered doubtful.
All interest accrued, but not collected for loans that are placed on non-accrual status or charged off, is reversed against interest income. The interest on these loans is accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, after at least six months of timely payment history. Management considers all non-accrual loans and Trouble Debt Restructurings (“TDR”) for impaired loans. In most cases, loan payments that are past due less than 90 days, well-secured, and in the process of collection are not considered impaired. The Bank considers loans under $100,000 and consumer installment loans to be pools of smaller homogeneous loan balances, and therefore are collectively evaluated for impairment, and not individually measured for impairment.
22
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Troubled Debt Restructurings (“TDR”)
On a case-by-case basis, Patriot may agree to modify the contractual terms of a borrower’s loan to assist customers who may be experiencing financial difficulty. If the borrower is experiencing financial difficulties and a concession has been made, the loan is classified as a TDR.
Substantially all TDR loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below market rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes. TDR loan modifications may also result in the forgiveness of principal or accrued interest. In addition, when modifying commercial loans, Patriot frequently obtains additional collateral or guarantor support. If the borrower has performed under the existing contractual terms of the loan and Patriot’s underwriters determine that the borrower has the capacity to continue to perform under the terms of the TDR, the loan continues accruing interest. Non-accruing TDRs may be returned to accrual status when there has been a sustained period of performance (generally six consecutive months of payments) and both principal and interest are reasonably assured of collection.
The following table summarizes the recorded investment in TDRs as of June 30, 2022 and December 31, 2021:
(In thousands) | | June 30, 2022 | | | December 31, 2021 | |
Loan portfolio segment: | | Number of Loans | | | Recorded Investment | | | Number of Loans | | | Recorded Investment | |
Commercial Real Estate | | | 1 | | | $ | 8,828 | | | | 1 | | | $ | 8,884 | |
Residential Real Estate | | | 3 | | | | 840 | | | | 3 | | | | 870 | |
Commercial and Industrial | | | 1 | | | | 118 | | | | 0 | | | | - | |
Consumer and Other | | | 3 | | | | 634 | | | | 3 | | | | 640 | |
Total TDR Loans | | | 8 | | | | 10,420 | | | | 7 | | | | 10,394 | |
Less: | | | | | | | | | | | | | | | | |
TDRs included in non-accrual loans | | | 4 | | | | (9,721 | ) | | | 3 | | | | (9,688 | ) |
Total accrual TDR Loans | | | 4 | | | $ | 699 | | | | 4 | | | $ | 706 | |
The following loans were modified as TDRs during the three and six months ended June 30, 2022:
| | | | | Outstanding Recorded Investment | |
(In thousands) | | Number of Loans | | | Pre-Modification | | | Post-Modification | |
| | | | | | | | | | | | |
Loan portfolio segment: | | | | | | | | | | | | |
Commercial and Industrial | | | 1 | | | $ | 118 | | | $ | 118 | |
Total TDR Loans | | | 1 | | | $ | 118 | | | $ | 118 | |
The following table provides information on how loans were modified as TDRs:
(In thousands) | | 6/30/2022 | |
Payment deferral | | | 118 | |
Total | | $ | 118 | |
During the three and six months ended June 30, 2021, no loans were modified as TDRs.
The loans modified in a TDR often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, extending the interest-only payment period, or substituting or adding a co-borrower or guarantor.
There were no defaults of TDRs during the three and six months ended June 30, 2022 and 2021. At June 30, 2022 and December 31, 2021, there were no commitments to advance additional funds under TDRs.
The balances reflected here as TDR’s are also included in the non-accruing loan balance included in the prior table - Loan Portfolio Aging Analysis.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Impaired Loans
The following table reflects information about the impaired loans by class as of June 30, 2022 and December 31, 2021:
(In thousands) | | June 30, 2022 | | | December 31, 2021 | |
| | Recorded Investment | | | Principal Outstanding | | | Related Allowance | | | Recorded Investment | | | Principal Outstanding | | | Related Allowance | |
With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | 6,537 | | | $ | 7,552 | | | $ | - | | | $ | 6,820 | | | $ | 7,776 | | | $ | - | |
Residential Real Estate | | | 2,800 | | | | 2,745 | | | | - | | | | 2,847 | | | | 2,763 | | | | - | |
Commercial and Industrial | | | 603 | | | | 736 | | | | - | | | | 630 | | | | 758 | | | | - | |
Consumer and Other | | | 518 | | | | 518 | | | | - | | | | 523 | | | | 523 | | | | - | |
| | | 10,458 | | | | 11,551 | | | | - | | | | 10,820 | | | | 11,820 | | | | - | |
With a related allowance recorded: | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | 8,829 | | | $ | 8,800 | | | $ | 1,900 | | | | 8,884 | | | | 8,811 | | | | 1,567 | |
Residential Real Estate | | | 446 | | | | 480 | | | | 7 | | | | 461 | | | | 488 | | | | 8 | |
Commercial and Industrial | | | 4,124 | | | | 4,798 | | | | 986 | | | | 3,471 | | | | 3,916 | | | | 723 | |
Consumer and Other | | | 167 | | | | 200 | | | | 2 | | | | 166 | | | | 201 | | | | 1 | |
| | | 13,566 | | | | 14,278 | | | | 2,895 | | | | 12,982 | | | | 13,416 | | | | 2,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Impaired Loans, Total: | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | 15,366 | | | | 16,352 | | | | 1,900 | | | | 15,704 | | | | 16,587 | | | | 1,567 | |
Residential Real Estate | | | 3,246 | | | | 3,225 | | | | 7 | | | | 3,308 | | | | 3,251 | | | | 8 | |
Commercial and Industrial | | | 4,727 | | | | 5,534 | | | | 986 | | | | 4,101 | | | | 4,674 | | | | 723 | |
Consumer and Other | | | 685 | | | | 718 | | | | 2 | | | | 689 | | | | 724 | | | | 1 | |
Impaired Loans, Total | | $ | 24,024 | | | $ | 25,829 | | | $ | 2,895 | | | $ | 23,802 | | | $ | 25,236 | | | $ | 2,299 | |
24
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following table summarizes additional information regarding impaired loans by class for the three and six months ended June 30, 2022 and 2021.
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
(In thousands) | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| | Average Recorded Investment | | | Interest Income Recognized | | | Average Recorded Investment | | | Interest Income Recognized | | | Average Recorded Investment | | | Interest Income Recognized | | | Average Recorded Investment | | | Interest Income Recognized | |
With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | $ | 6,611 | | | $ | 32 | | | $ | 8,188 | | | $ | 39 | | | $ | 6,697 | | | $ | 64 | | | $ | 6,979 | | | $ | 39 | |
Residential Real Estate | | | 2,818 | | | | 10 | | | | 4,276 | | | | 16 | | | | 2,829 | | | | 18 | | | | 4,280 | | | | 29 | |
Commercial and Industrial | | | 607 | | | | 2 | | | | 4,741 | | | | 25 | | | | 614 | | | | 5 | | | | 3,608 | | | | 71 | |
Consumer and Other | | | 520 | | | | 4 | | | | 713 | | | | 1 | | | | 521 | | | | 9 | | | | 854 | | | | 6 | |
| | | 10,556 | | | | 48 | | | | 17,918 | | | | 81 | | | | 10,661 | | | | 96 | | | | 15,721 | | | | 145 | |
With a related allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | 8,843 | | | | 40 | | | | 8,813 | | | | - | | | | 8,858 | | | | 65 | | | | 8,812 | | | | - | |
Residential Real Estate | | | 453 | | | | 2 | | | | 270 | | | | 5 | | | | 456 | | | | 4 | | | | 201 | | | | 8 | |
Commercial and Industrial | | | 3,967 | | | | 29 | | | | 2,031 | | | | 32 | | | | 3,766 | | | | 50 | | | | 1,161 | | | | 58 | |
Consumer and Other | | | 168 | | | | 1 | | | | 86 | | | | 2 | | | | 166 | | | | 2 | | | | 50 | | | | 3 | |
| | | 13,431 | | | | 72 | | | | 11,200 | | | | 39 | | | | 13,246 | | | | 121 | | | | 10,224 | | | | 69 | |
Impaired Loans, Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial Real Estate | | | 15,454 | | | | 72 | | | | 17,001 | | | | 39 | | | | 15,555 | | | | 129 | | | | 15,791 | | | | 39 | |
Residential Real Estate | | | 3,271 | | | | 12 | | | | 4,546 | | | | 21 | | | | 3,285 | | | | 22 | | | | 4,481 | | | | 37 | |
Commercial and Industrial | | | 4,574 | | | | 31 | | | | 6,772 | | | | 57 | | | | 4,380 | | | | 55 | | | | 4,769 | | | | 129 | |
Consumer and Other | | | 688 | | | | 5 | | | | 799 | | | | 3 | | | | 687 | | | | 11 | | | | 904 | | | | 9 | |
Impaired Loans, Total | | $ | 23,987 | | | $ | 120 | | | $ | 29,118 | | | $ | 120 | | | $ | 23,907 | | | $ | 217 | | | $ | 25,945 | | | $ | 214 | |
Impaired loans may consist of non-accrual loans and/or performing and non-performing TDRs. Based on the on-going monitoring and analysis of the loan portfolio, thirty-six loans totaling $24.0 million were identified as impaired at June 30, 2022. Twenty-five out of thirty-six impaired loans totaling $23.5 million were individually evaluated for impairment, for which $2.9 million of specific reserves were established. The remaining eleven impaired loans with balances under $100,000, totaling $532,000, with a general reserve of $5,000 were collectively evaluated, and not individually evaluated for impairment.
At December 31, 2021, exposure to the impaired loans was related to thirty-four borrowers. Twenty-three out of thirty-four impaired loans totaling $23.2 million, were individually evaluated for impairment, for which $2.3 million of specific reserves were established. The remaining eleven impaired loans with balances under $100,000, totaling $590,000, with a general reserve of $7,000 were collectively evaluated, and not individually evaluated for impairment.
For collateral dependent loans, appraisal reports of the underlying collateral have been obtained from independent licensed appraisal firms. For non-performing loans, the independently determined appraised values were first reduced by a 5.8% discount to reflect the Bank’s experience selling Other Real Estate Owned (OREO) properties, and were further reduced by 8% in selling costs, in order to estimate the potential loss, if any, that may eventually be realized. Performing loans are monitored to determine when, if at all, additional loan loss reserves may be required for a loss of underlying collateral value. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate.
Loans not requiring specific reserves had fair values exceeding the total recorded investment, supporting the net investment in the loan which includes principal balance, unamortized fees and costs and accrued interest, if any. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 5. Loans Held for Sale
Loans held for sale represent the guaranteed portion of SBA loans originated and are reflected at the lower of aggregate cost or market value. As of June 30, 2022, SBA loans held for sale was $7.6 million, consisting of $4.3 million SBA commercial real estate loans and $3.3 million SBA commercial and industrial loans, respectively. There were $3.1 million of SBA loans held for sale at December 31, 2021, consisting of $2.6 million SBA commercial and industrial loans and $562,000 SBA commercial real estate loans. During the three and six months ended June 30, 202, $72,000 SBA loans previously classified as held for sale were transferred to held for investment. During the three and six months ended June 30, 2021, SBA loans previously classified as held for sale were transferred to held for investment were $0 and $281,000, respectively.
The Company generally sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the unguaranteed portion in its portfolio. When sales of SBA loans do occur, the premium received on the sale and the present value of future cash flows of the servicing assets, less the discount of the retained portion of the loan are recognized in income.
Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment will be evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.
Serviced loans sold to others are not included in the accompanying consolidated balance sheets. The total amount of such loans serviced, but owned by third party, amounted to approximately $34.8 million and $29.6 million at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, the servicing asset has a carrying value of $685,000 and $584,000, respectively, and fair value of $738,000 and $617,000, respectively. Income and fees collected for loan servicing are credited to noninterest income when earned, net of amortization on the related servicing assets. The servicing asset is included in other assets on the consolidated balance sheets.
The following table presents an analysis of the activity in the SBA servicing assets for the three and six months ended June 30, 2022 and 2021:
(In thousands) | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Beginning balance | | $ | 626 | | | $ | 327 | | | $ | 584 | | | $ | 316 | |
Servicing rights capitalized | | | 79 | | | | 57 | | | | 131 | | | | 74 | |
Servicing rights amortized | | | (12 | ) | | | (4 | ) | | | (20 | ) | | | (10 | ) |
Servicing rights disposed | | | (8 | ) | | | - | | | | (10 | ) | | | - | |
Ending balance | | $ | 685 | | | $ | 380 | | | $ | 685 | | | $ | 380 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 6. Business Combination, Goodwill and Other Intangible Assets
The Company completed its acquisition of Prime Bank in May 2018, and recorded goodwill balance was $1.1 million as of June 30, 2022 and December 31, 2021.
Goodwill is evaluated for impairment annually, in the fourth quarter of the year, or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors, supply costs, unanticipated competitive activities, and acts by governments and courts.
The Company did not perform an interim goodwill test in the first half of 2022 as no events occurred which would trigger an impairment assessment.
Merger and acquisition with American Challenger
On November 15, 2021, the Company and American Challenger Development Corp., a Delaware corporation (“American Challenger”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), which was subsequently amended on January 26, 2022 and February 28, 2022 (the Original Merger Agreement, as amended, referred to as the “Merger Agreement”).
In connection with the proposed merger, the Company has previously recognized expenses of $1.9 million for the full year ended December 31, 2021 and $63,000 for the six months ended June 30, 2022. In addition, the Company incurred costs associated with the related capital raise of $1.9 million as of June 30, 2022, which have been recognized as deferred charges and included in the other assets on the consolidated balance sheets. The issuance costs will be recognized in accordance with applicable accounting standards and will be expensed in the appropriate period if the capital raise is aborted or recognized as a reduction to capital when the pending capital raise is completed. See Note 14 for related subsequent event.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 7. Deposits
The following table presents the balance of deposits held, by category as of June 30, 2022 and December 31, 2021.
(In thousands) | | June 30, 2022 | | | December 31, 2021 | |
Non-interest bearing | | $ | 271,165 | | | $ | 226,713 | |
| | | | | | | | |
Interest bearing: | | | | | | | | |
Negotiable order of withdrawal accounts | | | 35,973 | | | | 34,741 | |
Savings | | | 99,686 | | | | 109,744 | |
Money market | | | 184,103 | | | | 164,518 | |
Certificates of deposit, less than $250,000 | | | 169,690 | | | | 142,246 | |
Certificates of deposit, $250,000 or greater | | | 51,491 | | | | 53,584 | |
Brokered deposits | | | 34,675 | | | | 17,016 | |
| | | | | | | | |
Interest bearing, Total | | | 575,618 | | | | 521,849 | |
| | | | | | | | |
Total Deposits | | $ | 846,783 | | | $ | 748,562 | |
On July 22, 2020, the Company completed the purchase of prepaid debit card deposits of $50.0 million from a prominent national provider and processor of prepaid debit cards for corporate, consumer and government clients. The prepaid debit card deposits are included in the non-interest-bearing deposits and money market deposits, which totaled approximately $166.7 million and $150.4 million as of June 30, 2022 and December 31, 2021, respectively.
As of June 30, 2022, contractual maturities of Certificates of Deposit (“CDs”), and brokered deposits is summarized as follows:
(In thousands) | | CDs less than $250,000 | | | CDs $250,000 or greater | | | Brokered Deposits | | | Total | |
1 year or less | | $ | 96,414 | | | $ | 41,826 | | | $ | 1,248 | | | $ | 139,488 | |
More than 1 year through 2 years | | | 40,077 | | | | 6,151 | | | | 28,570 | | | | 74,798 | |
More than 2 years through 3 years | | | 14,400 | | | | 3,014 | | | | 4,857 | | | | 22,271 | |
More than 3 years through 4 years | | | 3,582 | | | | 500 | | | | - | | | | 4,082 | |
More than 4 years through 5 years | | | 15,217 | | | | - | | | | - | | | | 15,217 | |
| | $ | 169,690 | | | $ | 51,491 | | | $ | 34,675 | | | $ | 255,856 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 8. Derivatives
Derivatives Not Designated in Hedge Relationships
Patriot is a party to four interest rate swaps derivatives that are not designated as hedging instruments. Under a program, Patriot will execute interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Patriot executes with a third party, such that Patriot minimizes its net risk exposure resulting from such transactions. Because the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.
Patriot entered two initial interest rate swaps under the program in November 2018, and another two swaps were entered into in May 2019. As of June 30, 2022 and December 31, 2021, Patriot had cash pledged for collateral on its interest rate swaps of $1.1 million and $1.4 million, respectively. This collateral is included in other assets on the consolidated balance sheets.
The Company did not recognize any net gain or loss in other noninterest income on the consolidated statements of operations during the three and six months ended June 30, 2022 and 2021.
Derivatives Designated in Hedge Relationships
Interest rate swaps allow the Company to change the fixed or variable nature of an interest rate without the exchange of the underlying notional amount. In April 2021, Patriot entered into an interest rate swap, which was designated as a cash flow hedge that effectively converted variable-rate receivable into fixed-rate receivable. The Company’s objectives in using the cash flow hedge are to add stability to interest receivable and to manage its exposure to contractually specified interest rate movements. Under the term of the swap contract, the Company hedged the cashflows associated with a pool of 1-month LIBOR floating rate loans by converting a $50 million portion of that pool of loans into fixed rates with the swap. The Bank received fixed and paid floating rate based on 1 month LIBOR for a 7-year rolling period beginning April 29, 2021. A hedging instrument is expected at inception to be highly effective at offsetting changes in the hedged transactions attributable to the changes in the hedged risk. Changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. In August 2021, the cash flow hedge interest rate swap contract was terminated.
The Company did not recognize any unrealized and realized gain or loss for the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, the Company recognized $85,000 of accumulated other comprehensive income that was reclassified into interest income, which was included in interest and fees on loans on the consolidated statements of operations.
The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.
Information about the valuation methods used to measure the fair value of derivatives is provided in Note 13 to the consolidated financial statements.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):
(In thousands) | | Notional Amount | | | Maturity (Years) | | | Fixed Rate | | Variable Rate | | Fair Value | |
June 30, 2022 | | | | | | | | | | | | | | | | | |
Classified in Other Assets: | | | | | | | | | | | | | | | | | |
Customer interest rate swap | | $ | 4,790 | | | | 6.8 | | | | 5.25 | % | 1 Mo. LIBOR + 1.96% | | $ | 136 | |
Customer interest rate swap | | | 1,381 | | | | 7.0 | | | | 4.38 | % | 1 Mo. LIBOR + 2.00% | | | (35 | ) |
| | | | | | | | | | | | | | | | | |
Classified in Other Liabilities: | | | | | | | | | | | | | | | | | |
3rd party interest rate swap | | $ | 4,790 | | | | 6.8 | | | | 5.25 | % | 1 Mo. LIBOR + 1.96% | | $ | (136 | ) |
3rd party interest rate swap | | | 1,381 | | | | 7.0 | | | | 4.38 | % | 1 Mo. LIBOR + 2.00% | | | 35 | |
| | | | | | | | | | | | | | | | | |
December 31, 2021 | | | | | | | | | | | | | | | | | |
Classified in Other Assets: | | | | | | | | | | | | | | | | | |
Customer interest rate swap | | $ | 4,843 | | | | 7.3 | | | | 5.25 | % | 1 Mo. LIBOR + 1.96% | | $ | 638 | |
Customer interest rate swap | | | 1,398 | | | | 7.5 | | | | 4.38 | % | 1 Mo. LIBOR + 2.00% | | | 100 | |
| | | | | | | | | | | | | | | | | |
Classified in Other Liabilities: | | | | | | | | | | | | | | | | | |
3rd party interest rate swap | | $ | 4,843 | | | | 7.3 | | | | 5.25 | % | 1 Mo. LIBOR + 1.96% | | $ | (638 | ) |
3rd party interest rate swap | | | 1,398 | | | | 7.5 | | | | 4.38 | % | 1 Mo. LIBOR + 2.00% | | | (100 | ) |
Changes in the consolidated statements of comprehensive income related to interest rate derivatives designated as hedges of cash flows were as follows for the three and six months ended June 30, 2021:
| | Three and Six Months Ended | |
(In thousands) | | June 30, 2021 | |
Interest rate swap designated as cash flow hedge: | | | | |
Unrealized gain recognized in accumulated other comprehensive income before reclassifications | | $ | 253 | |
Amounts reclassified from accumulated other comprehensive income | | | (85 | ) |
Income tax effect on items recognized in accumulated other comprehensive income | | | (44 | ) |
Other comprehensive income | | $ | 124 | |
Note 9. Share-Based Compensation and Employee Benefit Plan
In 2011, the Company adopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “2012 Plan”). The 2012 Plan was amended in 2020 and renamed as the Patriot National Bancorp, Inc. 2020 Restricted Stock Award Plan (the “2020 Plan”). A copy of the 2020 Plan was filed as Exhibit 10.1 to the Company’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on April 30, 2021. The 2020 Plan provides an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”).
The 2020 Plan authorizes 3,000,000 shares of the Company’s Common Stock for issuance. As of June 30, 2022, 2,837,113 shares of stock were available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following is a summary of the status of the Company’s restricted shares and changes for the three and six months ended June 30, 2022 and 2021:
Three months ended June 30, 2022: | | Number of Shares Awarded | | | Weighted Average Grant Date Fair Value | |
Unvested at March 31, 2022 | | | 21,468 | | | $ | 6.48 | |
Granted | | | 2,496 | | | $ | 17.25 | |
Vested | | | (777 | ) | | $ | 18.55 | |
Unvested at June 30, 2022 | | | 23,187 | | | $ | 7.24 | |
| | | | | | | | |
Six months ended June 30, 2022: | | | | | | | | |
Unvested at December 31, 2021 | | | 21,468 | | | $ | 6.48 | |
Granted | | | 2,496 | | | $ | 17.25 | |
Vested | | | (777 | ) | | $ | 18.55 | |
Unvested at June 30, 2022 | | | 23,187 | | | $ | 7.24 | |
Three months ended June 30, 2021: | | Number of Shares Awarded | | | Weighted Average Grant Date Fair Value | |
Unvested at March 31, 2021 | | | 17,798 | | | $ | 6.88 | |
Granted | | | 20,476 | | | $ | 10.48 | |
Vested | | | (3,004 | ) | | $ | 16.90 | |
Unvested at June 30, 2021 | | | 35,270 | | | $ | 8.12 | |
| | | | | | | | |
Six months ended June 30, 2021: | | | | | | | | |
Unvested at December 31, 2020 | | | 18,498 | | | $ | 7.29 | |
Granted | | | 20,476 | | | $ | 10.48 | |
Vested | | | (3,704 | ) | | $ | 17.08 | |
Unvested at June 30, 2021 | | | 35,270 | | | $ | 8.12 | |
The Company recognizes compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value.
For the three and six months ended June 30, 2022, the Company recognized total share-based compensation expense of $20,000 and $41,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $8,000 and $16,000, respectively. Included in share-based compensation expense attributable to Patriot’s external directors, were $12,000 and $25,000, respectively. The directors received total compensation of $37,000 and $100,000 respectively, which amounts are included in other operating expenses in the consolidated statements of operations.
For the three and six months ended June 30, 2021, the Company recognized total share-based compensation expense of $46,000 and $80,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $25,000 and $40,000, respectively. Included in share-based compensation expense were $21,000 and $40,000 attributable to Patriot’s
external directors, who received total compensation of $90,000 and $184,000 for each of those periods, respectively.
Unrecognized compensation expense attributable to the unvested restricted shares outstanding as of June 30, 2022 amounted to $205,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 3.06 years.
31
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Dividends
The Company has not paid any dividends since 2020 and has temporarily suspended dividend payments pending resolution of the economic uncertainties associated with the Coronavirus pandemic.
Retirement Plan
Patriot offers employees participation in the Patriot Bank, N.A. 401(k) Savings Plan (the "401(k) Plan") under Section 401(k) of the Internal Revenue Code, along with the ROTH feature to the Plan. The 401(k) Plan covers substantially all employees who have completed one month of service, are 21 years of age and who elect to participate. Under the terms of the 401(k) Plan, participants can contribute up to the maximum amount allowed, subject to Federal limitations. At its discretion, Patriot may match eligible participating employee contributions at the rate of 50% of the first 6% of the participants’ salary contributed to the 401(k) Plan. During the three and six months ended June 30, 2022, Patriot made matching contributions to the 401(k) Plan of $67,000 and $141,000, respectively. During the three and six months ended June 30, 2021, compensation expense under the 401(k) aggregated $63,000 and $111,000, respectively.
Note 10. Earnings per share
The Company is required to present basic earnings per share and diluted earnings per share in its Consolidated Statements of Operations. Basic earnings per share amounts are computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflects additional common shares that would have been outstanding if potentially dilutive common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding unvested RSAs granted to directors and employees. The dilutive effect resulting from these potential shares is determined using the treasury stock method. The Company is also required to provide a reconciliation of the numerator and denominator used in the computation of both basic and diluted earnings per share.
The following table summarizes the computation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021:
(Net income in thousands) | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
Basis earnings per share: | | | | | | | | | | | | | | | | |
Net income attributable to Common shareholders | | $ | 1,265 | | | $ | 1,022 | | | $ | 2,065 | | | $ | 1,876 | |
Divided by: | | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | 3,957,260 | | | | 3,946,544 | | | | 3,956,878 | | | | 3,945,070 | |
| | | | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.32 | | | $ | 0.26 | | | $ | 0.52 | | | $ | 0.48 | |
| | | | | | | | | | | | | | | | |
Diluted earnings per share: | | | | | | | | | | | | | | | | |
Net income attributable to Common shareholders | | $ | 1,265 | | | $ | 1,022 | | | $ | 2,065 | | | $ | 1,876 | |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | 3,957,260 | | | | 3,946,544 | | | | 3,956,878 | | | | 3,945,070 | |
| | | | | | | | | | | | | | | | |
Effect of potentially dilutive restricted common shares | | | 9,819 | | | | 11,351 | | | | 8,395 | | | | 8,924 | |
| | | | | | | | | | | | | | | | |
Divided by: | | | | | | | | | | | | | | | | |
Weighted average diluted shares outstanding | | | 3,967,079 | | | | 3,957,895 | | | | 3,965,273 | | | | 3,953,994 | |
| | | | | | | | | | | | | | | | |
Diluted earnings per common share | | $ | 0.32 | | | $ | 0.26 | | | $ | 0.52 | | | $ | 0.47 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 11. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, Patriot is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contractual amounts of these instruments reflect the extent of involvement Patriot has in particular classes of financial instruments.
The contractual amount of commitments to extend credit and standby letters of credit represents the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral become worthless. Patriot applies its credit policies to entering commitments and conditional obligations and, as with its lending activates, evaluates each customer’s creditworthiness on a case-by-case basis. Management believes that it effectively mitigates the credit risk of these financial instruments through its credit approval processes, establishing credit limits, monitoring the on-going creditworthiness of recipients and grantees, and the receipt of collateral as deemed necessary.
Financial instruments with credit risk at June 30, 2022 and December 31, 2021 are as follows:
(In thousands) | | June 30, 2022 | | | December 31, 2021 | |
Commitments to extend credit: | | | | | | | | |
Unused lines of credit | | $ | 103,769 | | | $ | 68,341 | |
Undisbursed construction loans | | | 15,247 | | | | 18,594 | |
Home equity lines of credit | | | 28,864 | | | | 16,396 | |
Future loan commitments | | | 32,075 | | | | 23,486 | |
Financial standby letters of credit | | | 164 | | | | 164 | |
| | $ | 180,119 | | | $ | 126,981 | |
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary upon extending credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include commercial property, residential property, deposits and securities. Patriot has established a reserve for credit loss of $8,000 as of June 30, 2022 and December 31, 2021, which is included in accrued expenses and other liabilities.
Standby letters of credit are written commitments issued by Patriot to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Guarantees that are not derivative contracts are recorded at fair value and included in the consolidated balance sheet.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 12. Regulatory and Operational Matters
Federal and state regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, federal banking agencies imposed four minimum capital requirements on a community bank’s risk-based capital ratios consisting of Total Capital, Tier 1 Capital, Common Equity Tier 1 (“CET1”) Capital, and a Tier 1 Leverage Capital ratio. The risk-based capital ratios measure the adequacy of a bank's capital against the riskiness of its on- and off-balance sheet assets and activities. Failure to maintain adequate capital is a basis for "prompt corrective action" or other regulatory enforcement action. In assessing a bank's capital adequacy, regulators also consider other factors such as interest rate risk exposure, liquidity, funding and market risks, quality and level of earnings, concentrations of credit, quality of loans and investments, nontraditional activity risk, policy effectiveness, and management's overall ability to monitor and control risk.
In September 2019, the community bank leverage ratio (“CBLR”) framework was jointly issued by the Federal Deposit Insurance Corporation ("FDIC"), the Office of the Comptroller of the Currency (“OCC”) and FRB. The final rule gives qualifying community banks the option to use a simplified measure of capital adequacy instead of risk based capital, beginning with their March 31, 2020 Call Report. Under the final rule a community bank may qualify for the CBLR framework if it has a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. The CARES Act directed the federal banking agencies to issue an interim rule temporarily lowering the CBLR ratio to 8% which the agencies did with a transition back to 9% beginning January 1, 2022.
Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. A community bank which meets the leverage ratio requirement and other CBLR framework requirements will not be subject to other capital and leverage requirements and will be considered “well capitalized.”
In September 2021, the Bank elected to adopt the CBLR framework. The Bank’s Tier 1 leverage ratio as of June 30, 2022 and December 31, 2021 was 9.44% and 9.86%, respectively, which satisfied the “greater than 9 percent” leverage ratio requirement under the CBLR framework. Management continuously assesses the adequacy of the Bank’s capital in order to maintain its “well capitalized” status.
The Bank’s Community Bank Leverage Ratio regulatory capital amounts and ratios at June 30, 2022 and December 31, 2021 are summarized as follows:
(In thousands) | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | | | December 31, 2021 | | |
Patriot Bank, N.A. | | Amount | | | Ratio | | | | Amount | | | Ratio | | |
Tier 1 Leverage Capital (to average assets): | | | | | | | | | | | | | | | |
Actual | | $ | 95,818 | | | | 9.44 | % | | | $ | 93,923 | | | | 9.86 | % | |
To be Well Capitalized | | | 91,329 | | | | 9.00 | % | (1) | | | 85,773 | | | | 9.00 | % | (1) |
| (1) | Leverage Capital Ratio greater than 9% is considered well-capitalized under the CBLR Framework. |
Designation as "Well Capitalized" does not apply to bank holding companies - the Company. Such categorization of capital adequacy only applies to insured depository institutions - the Bank.
34
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 13. Fair Value and Interest Rate Risk
Patriot measures the carrying value of certain financial assets and liabilities at fair value, as required by its policies as a financial institution and by US GAAP. The carrying values of certain assets and liabilities are measured at fair value on a recurring basis, such as available-for-sale securities; while other assets and liabilities are measured at fair value on a non-recurring basis due to external factors requiring management’s judgment to estimate potential losses of value resulting in asset impairments or the establishment of valuation reserves. Measuring assets and liabilities at fair value may result in fluctuations to carrying value that have a significant impact on the results of operations or other comprehensive income for the period and period over period.
Following is a detailed summary of the guidance provided by US GAAP regarding the application of fair value measurements and Patriot’s application thereof. Additionally, the following information includes detailed summaries of the effects fair value measurements have on the carrying amounts of asset and liabilities presented in the consolidated financial statements.
The objective of fair value measurement is to value an asset that may be sold or a liability that may be transferred at the estimated value which might be obtained in a transaction between unrelated parties under current market conditions. US GAAP establishes a framework for measuring assets and liabilities at fair value, as well as certain financial instruments classified in equity. The framework provides a fair value hierarchy, which prioritizes quoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, which are inputs for which market data are not available and that are developed by management using the best information available to develop assumptions about the value market participants might place on the asset to be sold or liability to be transferred.
The three levels of the fair value hierarchy consist of:
Level 1 | Unadjusted quoted market prices for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date (such as active exchange-traded equity securities and certain U.S. and government agency debt securities). |
Level 2 | Observable inputs other than quoted prices included in Level 1, such as: |
| - | Quoted prices for similar assets or liabilities in active markets (such as U.S. agency and government sponsored mortgage-backed securities) |
| - | Quoted prices for identical or similar assets or liabilities in less active markets (such as certain U.S. and government agency debt securities, and corporate and municipal debt securities that trade infrequently) |
| - | Other inputs that are observable for substantially the full term of the asset or liability (i.e. interest rates, yield curves, prepayment speeds, default rates, etc.). |
Level 3 | Valuation techniques that require unobservable inputs that are supported by little or no market activity and are significant to the fair value measurement of the asset or liability (such as pricing and discounted cash flow models that typically reflect management’s estimates of the assumptions a market participant would use in pricing the asset or liability). |
A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.
Cash and due from banks and accrued interest receivable and payable
The carrying amount is a reasonable estimate of fair value and accordingly these are classified as Level 1. These financial instruments are not recorded at fair value on a recurring basis.
Available-for-sale securities
The fair value of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Other Investments
The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund, which is utilized by the Bank to satisfy its Community Reinvestment Act (“CRA”) lending requirements. As this fund operates as a private fund, shares in the fund are not publicly traded but may be redeemed with 60 days’ notice at cost. For that reason, the carrying amount was considered comparable to fair value at both June 30, 2022 and December 31, 2021 due to its short-term nature.
Federal Reserve Bank Stock and Federal Home Loan Bank Stock
Shares in the FRB and Federal Home Loan Bank (“FHLB”) are purchased and redeemed based upon their $100 par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost.
Loans
The fair value of loan portfolio is estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We estimate the fair value of our loan portfolio using an exit price notion resulting in prior periods no longer being comparable. The exit price notion requires determination of the price at which willing market participants would transact at the measurement date under current market conditions depending on facts and circumstances, such as origination rates, credit risk, transaction costs, liquidity, national and regional market trends and other adjustments, utilizing publicly available rates and indices. The application of an exit price notion requires the use of significant judgment.
Loans Held for Sale
The fair value of loans held for sale is estimated by using a market approach that includes prices for loans sold awaiting settlement and other observable inputs. The Company has determined that the inputs used to value the loans held for sale fall within Level 2 of the fair value hierarchy.
SBA Servicing Asset
Servicing assets do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets using discounted cash flow models incorporating numerous assumptions from the perspective of a market participant including market discount rates and prepayment speeds. Due to the significant unobservable input related to the servicing rights, the SBA servicing asset is classified within Level 3 of the valuation hierarchy.
Other Real Estate Owned
The fair value of OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When fair value is based on unadjusted current appraised value, OREO is classified within Level 2 of the fair value hierarchy. Patriot classifies OREO within Level 3 of the fair value hierarchy when unobservable inputs are used to determine adjustments to appraised values. Patriot does not record OREO at fair value on a recurring basis, but rather initially records OREO at fair value on a non-recurring basis and then monitors property and market conditions that may indicate a change in value is warranted.
Derivative asset (liability) - Interest Rate Swaps
The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of interest rate swap agreements does not contain any counterparty risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy. See Note 8 for additional disclosures on derivatives.
36
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Deposits
The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date.
The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits. Patriot does not record deposits at fair value on a recurring basis.
Senior Notes, Subordinated Notes, and Junior Subordinated Debt and Note Payable
Patriot does not record senior notes at fair value on a recurring basis. The fair value of the senior notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record subordinated notes issued in September 2018 at fair value on a recurring basis. The fair value of the subordinated notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record junior subordinated debt at fair value on a recurring basis. Junior subordinated debt reprices quarterly, as a result, the carrying amount is considered a reasonable estimate of fair value.
The Company considers its own credit worthiness in determining the fair value of its Senior Notes, Subordinated Notes, Notes Payable and Junior Subordinated Debt.
Federal Home Loan Bank Borrowings
The fair value of FHLB advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances. Patriot does not record FHLB advances at fair value on a recurring basis.
Off-balance sheet financial instruments
Off-balance sheet financial instruments are based on interest rate changes and fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The off-balance-sheet financial instruments (i.e., commitments to extend credit) are insignificant and are not recorded on a recurring basis.
37
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The following table provides a comparison of the carrying amounts and estimated fair values of Patriot’s financial assets and liabilities as of June 30, 2022 and December 31, 2021:
(In thousands) | | | June 30, 2022 | | | December 31, 2021 | |
| Fair Value Hierarchy | | Carrying Amount | | | Estimated Fair Value | | | Carrying Amount | | | Estimated Fair Value | |
Financial Assets: | | | | | | | | | | | | | | | | | |
Cash and noninterest bearing balances due from banks | Level 1 | | $ | 4,507 | | | $ | 4,507 | | | $ | 3,264 | | | $ | 3,264 | |
Interest-bearing deposits due from banks | Level 1 | | | 33,009 | | | | 33,009 | | | | 43,781 | | | | 43,781 | |
Available-for-sale securities | Level 2 | | | 66,629 | | | | 66,629 | | | | 81,161 | | | | 81,161 | |
Available-for-sale securities | Level 3 | | | 10,342 | | | | 10,342 | | | | 13,180 | | | | 13,180 | |
Other investments | Level 2 | | | 4,450 | | | | 4,450 | | | | 4,450 | | | | 4,450 | |
Federal Reserve Bank stock | Level 2 | | | 2,762 | | | | 2,762 | | | | 2,843 | | | | 2,843 | |
Federal Home Loan Bank stock | Level 2 | | | 4,474 | | | | 4,474 | | | | 4,184 | | | | 4,184 | |
Loans receivable, net | Level 3 | | | 849,178 | | | | 834,349 | | | | 729,583 | | | | 727,733 | |
Loans held for sale | Level 2 | | | 7,556 | | | | 8,106 | | | | 3,129 | | | | 3,506 | |
SBA servicing assets | Level 3 | | | 685 | | | | 738 | | | | 584 | | | | 617 | |
Accrued interest receivable | Level 2 | | | 5,727 | | | | 5,727 | | | | 5,822 | | | | 5,822 | |
Interest rate swap receivable | Level 2 | | | 101 | | | | 101 | | | | 738 | | | | 738 | |
| | | | | | | | | | | | | | | | | |
Financial assets, total | | $ | 989,420 | | | $ | 975,194 | | | $ | 892,719 | | | $ | 891,279 | |
| | | | | | | | | | | | | | | | | |
Financial Liabilities: | | | | | | | | | | | | | | | | | |
Demand deposits | Level 2 | | $ | 271,165 | | | $ | 271,165 | | | $ | 226,713 | | | $ | 226,713 | |
Savings deposits | Level 2 | | | 99,686 | | | | 99,686 | | | | 109,744 | | | | 109,744 | |
Money market deposits | Level 2 | | | 184,103 | | | | 184,103 | | | | 164,518 | | | | 164,518 | |
NOW accounts | Level 2 | | | 35,973 | | | | 35,973 | | | | 34,741 | | | | 34,741 | |
Time deposits | Level 2 | | | 221,181 | | | | 217,278 | | | | 195,830 | | | | 195,048 | |
Brokered deposits | Level 1 | | | 34,675 | | | | 33,783 | | | | 17,016 | | | | 17,003 | |
FHLB borrowings | Level 2 | | | 100,000 | | | | 100,027 | | | | 90,000 | | | | 93,643 | |
Senior notes | Level 2 | | | 12,000 | | | | 11,916 | | | | 12,000 | | | | 12,045 | |
Subordinated debt | Level 2 | | | 9,825 | | | | 9,666 | | | | 9,811 | | | | 9,947 | |
Junior subordinated debt owed to unconsolidated trust | Level 2 | | | 8,123 | | | | 8,123 | | | | 8,119 | | | | 8,119 | |
Note payable | Level 3 | | | 689 | | | | 647 | | | | 791 | | | | 775 | |
Accrued interest payable | Level 2 | | | 402 | | | | 402 | | | | 343 | | | | 343 | |
Interest rate swap liability | Level 2 | | | 101 | | | | 101 | | | | 738 | | | | 738 | |
| | | | | | | | | | | | | | | | | |
Financial liabilities, total | | $ | 977,923 | | | $ | 972,870 | | | $ | 870,364 | | | $ | 873,377 | |
The carrying amount of cash and noninterest bearing balances due from banks, interest-bearing deposits due from banks, and demand deposits approximates fair value, due to the short-term nature and high turnover of these balances. These amounts are included in the table above for informational purposes.
38
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
In the normal course of its operations, Patriot assumes interest rate risk (i.e., the risk that general interest rate levels will fluctuate). As a result, the fair value of the Patriot’s financial assets and liabilities are affected when interest market rates change, which change may be either favorable or unfavorable. Management attempts to mitigate interest rate risk by matching the maturities of its financial assets and liabilities. However, borrowers with fixed rate obligations are less likely to prepay their obligations in a rising interest rate environment and more likely to prepay their obligations in a falling interest rate environment. Conversely, depositors receiving fixed rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors market rates of interest and the maturities of its financial assets and financial liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy.
The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of June 30, 2022 and December 31, 2021:
(In thousands) | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
June 30, 2022 | | | | | | | | | | | | | | | | |
U. S. Government agency and mortgage-backed securities | | $ | - | | | $ | 54,085 | | | $ | - | | | $ | 54,085 | |
Corporate bonds | | | - | | | | 5,302 | | | | 10,342 | | | | 15,644 | |
Subordinated notes | | | - | | | | 1,921 | | | | - | | | | 1,921 | |
SBA loan pools | | | - | | | | 4,822 | | | | - | | | | 4,822 | |
Municipal bonds | | | - | | | | 499 | | | | - | | | | 499 | |
Available-for-sale securities | | $ | - | | | $ | 66,629 | | | $ | 10,342 | | | $ | 76,971 | |
| | | | | | | | | | | | | | | | |
Interest rate swap receivable | | $ | - | | | $ | 101 | | | $ | - | | | $ | 101 | |
| | | | | | | | | | | | | | | | |
Interest rate swap liability | | $ | - | | | $ | 101 | | | $ | - | | | $ | 101 | |
| | | | | | | | | | | | | | | | |
December 31, 2021: | | | | | | | | | | | | | | | | |
U. S. Government agency and mortgage-backed securities | | $ | - | | | $ | 66,629 | | | $ | - | | | $ | 66,629 | |
Corporate bonds | | | - | | | | 3,741 | | | | 13,180 | | | | 16,921 | |
Subordinated notes | | | - | | | | 4,626 | | | | - | | | | 4,626 | |
SBA loan pools | | | - | | | | 5,603 | | | | - | | | | 5,603 | |
Municipal bonds | | | - | | | | 562 | | | | - | | | | 562 | |
Available-for-sale securities | | $ | - | | | $ | 81,161 | | | $ | 13,180 | | | $ | 94,341 | |
| | | | | | | | | | | | | | | | |
Interest rate swap receivable | | $ | - | | | $ | 738 | | | $ | - | | | $ | 738 | |
| | | | | | | | | | | | | | | | |
Interest rate swap liability | | $ | - | | | $ | 738 | | | $ | - | | | $ | 738 | |
Patriot measures certain financial assets and financial liabilities at fair value on a non-recurring basis. When circumstances dictate (e.g., impairment of long-lived assets, other than temporary impairment of collateral value), the carrying values of such financial assets and financial liabilities are adjusted to fair value or fair value less costs to sell, as may be appropriate.
As of June 30, 2022 and December 31, 2021, four corporate bonds were classified as Level 3 instruments. The fair values of these securities were determined using a present value approach. The discount rate assumed was determined based on unobservable inputs in a pricing model. During the three months ended June 30, 2022 and 2021, the Company had no transfers into or out of Levels 1, 2 or 3.
39
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
The reconciliation of the beginning and ending balances during 2022 for Level 3 available-for-sale securities is as follows:
(In thousands) | | | | | | | | |
| | Three Months Ended June 30, 2022 | | | Six Months Ended June 30, 2022 | |
Level 3 fair value at beginning of the period | | $ | 11,237 | | | $ | 13,180 | |
Purchases | | | - | | | | - | |
Realized gain (loss) | | | - | | | | - | |
Unrealized loss | | | (895 | ) | | | (2,838 | ) |
Transfers in and /or out of Level 3 | | | - | | | | - | |
Level 3 fair value at end of the period | | $ | 10,342 | | | $ | 10,342 | |
The table below presents the valuation methodology and unobservable inputs for level 3 assets measured at fair value on a non-recurring basis as of June 30, 2022 and December 31, 2021:
(In thousands) | | Fair Value | | Valuation Methodology | | Unobservable Inputs | | Range of Inputs | |
June 30, 2022: | | | | | | | | | | | | |
Impaired loans, net | | $ | 20,602 | | Real Estate Appraisals | | Discount for appraisal type | | 5.8% | - | 20% | |
| | | | | | | | | | | | |
SBA servicing assets | | | 738 | | Discounted Cash Flows | | Market discount rates | | 14.73% | - | 14.90% | |
| | | | | | | | | | | | |
December 31, 2021: | | | | | | | | | | | | |
Impaired loans, net | | $ | 20,920 | | Real Estate Appraisals | | Discount for appraisal type | | 5.8% | - | 20% | |
| | | | | | | | | | | | |
SBA servicing assets | | | 617 | | Discounted Cash Flows | | Market discount rates | | 14.73% | - | 14.90% | |
Patriot discloses fair value information about financial instruments, whether or not recognized in the consolidated balance sheet, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements and, accordingly, the aggregate fair value amounts presented do not necessarily represent the complete underlying value of financial instruments included in the consolidated financial statements.
The estimated fair value amounts have been measured as of June 30, 2022 and December 31, 2021, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued.
The information presented should not be interpreted as an estimate of the total fair value of Patriot’s assets and liabilities, since only a portion of Patriot’s assets and liabilities are required to be measured at fair value for financial reporting purposes. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between Patriot’s fair value disclosures and those of other bank holding companies may not be meaningful.
Note 14. Subsequent Event
On July 18, 2022, Patriot and American Challenger entered into a Termination and Release Agreement pursuant to which the parties mutually agreed to terminate the Merger Agreement (the “Termination”). The parties mutually determined that not all closing conditions of the Merger Agreement could be satisfied under the current structure and agreement. Although the parties remain in active discussions regarding a modified transaction, it is uncertain whether a new agreement can be reached.
As a result of the Termination, the separate investment agreements entered into in connection with the Merger Agreement, related to a private placement of approximately $540 million of (i) shares of Patriot voting and non-voting common stock, (ii) warrants to purchase shares of non-voting common stock of Patriot, and (iii) shares of preferred stock of the Bank, were automatically terminated in accordance with their terms.