PATRIOT NATIONAL BANCORP INC (Form: 10-Q, Received: 08/11/2017 15:06:55)

Item 1: Consolidated Financial Statements

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share data)	June 30, 2017			December 31, 2016

ASSETS
Cash and due from banks:
Noninterest bearing deposits and cash	$	3,210			2,596
Interest bearing deposits		7,633			89,693
Total cash and cash equivalents		10,843			92,289
Investment securities:
Available-for-sale securities, at fair value		24,981			24,428
Other investments, at cost		4,450			4,450
Total investment securities		29,431			28,878

Federal Reserve Bank stock, at cost		2,424			2,109
Federal Home Loan Bank stock, at cost		5,833			5,609
Loans receivable (net of allowance for loan losses: 2017: $5,944, 2016: $4,675)		673,144			576,982
Accrued interest and dividends receivable		3,208			2,726
Premises and equipment, net		34,471			32,759
Other real estate owned		851			851
Deferred tax asset		11,212			12,632
Other assets		2,003			1,819
Total assets	$	773,420			756,654

Liabilities
Deposits:
Noninterest bearing deposits	$	77,778			76,772
Interest bearing deposits		484,261			452,552
Total deposits		562,039			529,324

Federal Home Loan Bank and correspondent bank borrowings		120,000			138,000
Senior notes, net		11,666			11,628
Junior subordinated debt owed to unconsolidated trust		8,082			8,079
Note payable		1,675			1,769
Advances from borrowers for taxes and insurance		3,111			2,676
Accrued expenses and other liabilities		1,547			2,608
Total liabilities		708,120			694,084

Commitments and Contingencies

Shareholders' equity
Preferred stock, no par value; 1,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.01 par value, 100,000,000 shares authorized; 2017: 3,967,769 shares issued; 3,894,128 shares outstanding. 2016: 3,965,538 shares issued; 3,891,897 shares outstanding		40			40
Additional paid-in capital		106,797			106,729
Accumulated deficit		(40,368	)		(42,902	)
Less: Treasury stock, at cost: 2017 and 2016, 73,641 and 73,641 shares, respectively		(1,177	)		(1,177	)
Accumulated other comprehensive gain (loss)		8			(120	)
Total shareholders' equity		65,300			62,570
Total liabilities and shareholders' equity	$	773,420			756,654

See Accompanying Notes to Consolidated Financial Statements.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands, except per share amounts)	2017		2016			2017			2016

Interest and Dividend Income
Interest and fees on loans	$	7,591		5,783			14,198			11,623
Interest on investment securities		242		132			413			274
Dividends on investment securities		93		90			175			176
Other interest income		19		28			83			69
Total interest and dividend income		7,945		6,033			14,869			12,142

Interest Expense
Interest on deposits		1,129		496			2,118			969
Interest on Federal Home Loan Bank borrowings		183		64			261			185
Interest on senior debt		228		-			457			-
Interest on subordinated debt		89		83			174			165
Interest on note payable		8		8			17			16
Total interest expense		1,637		651			3,027			1,335

Net interest income		6,308		5,382			11,842			10,807

Provision (Credit) for Loan Losses		260		1,959			(1,489	)		1,959

Net interest income after provision (credit) for loan losses		6,048		3,423			13,331			8,848
Non-interest Income
Loan application, inspection and processing fees		15		21			36			88
Deposit fees and service charges		146		150			295			301
Rental Income		91		104			185			207
Loss on sale of investment securities		-		-			(78	)		-
Other income		97		90			188			179
Total non-interest income		349		365			626			775

Non-interest Expense
Salaries and benefits		2,497		2,615			4,927			5,165
Occupancy and equipment expense		807		750			1,582			1,530
Data processing expense		326		241			446			526
Professional and other outside services		550		364			1,202			773
Advertising and promotional expense		111		96			185			213
Loan administration and processing expense		14		8			23			16
Regulatory assessments		163		147			342			294
Insurance expense		56		56			115			111
Material and communications		103		115			190			208
Other operating expense		387		344			696			664
Total non-interest expense		5,014		4,736			9,708			9,500

Income (loss) before income taxes		1,383		(948	)		4,249			123

Expense (benefit) for Income Taxes		579		(366	)		1,715			52

Net income (loss)	$	804		(582	)		2,534			71

Basic earnings per share	$	0.21		(0.15	)		0.65			0.02
Diluted earnings per share	$	0.21		(0.15	)		0.65			0.02

See Accompanying Notes to Consolidated Financial Statements.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016

Net income (loss)	$	804			(582	)		2,534			71
Other comprehensive income
Unrealized holding gains on securities		48			59			287			115
Income tax effect		(18	)		(23	)		(111	)		(44	)

Reclassification for realized losses on sale of investment securities		-			-			(78	)		-
Income tax effect		-			-			30			-

Total other comprehensive income		30			36			128			71

Comprehensive income (loss)	$	834			(546	)		2,662			142

See Accompanying Notes to Consolidated Financial Statements.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands, except shares)	Number of Shares		Common Stock		Additional Paid-in Capital		Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total


Balance at December 31, 2016		3,891,897	$	40		106,729		(42,902	)		(1,177	)		(120	)		62,570
Comprehensive income:
Net income		-		-		-		2,534			-			-			2,534
Other comprehensive income		-		-		-		-			-			128			128
Total comprehensive income		-		-		-		2,534			-			128			2,662
Share-based compensation expense		-		-		68		-			-			-			68
Vesting of restricted stock		2,231		-		-		-			-			-			-
Balance at June 30, 2017		3,894,128	$	40		106,797		(40,368	)		(1,177	)		8			65,300



Balance at December 31, 2015		3,956,207		40		106,568		(44,832	)		(160	)		(152	)		61,464
Comprehensive income:
Net income		-		-		-		71			-			-			71
Unrealized holding gain on available-for-sale securities, net of tax		-		-		-		-			-			71			71
Total comprehensive income		-		-		-		71			-			71			142
Share-based compensation expense		-		-		308		-			-			-			308
Vesting of restricted stock		2,526		-		-		-			-			-			-
Balance at June 30, 2016		3,958,733	$	40		106,876		(44,761	)		(160	)		(81	)		61,914

See Accompanying Notes to Consolidated Financial Statements.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended June 30,
(In thousands)	2017			2016

Cash Flows from Operating Activities:
Net income	$	2,534			71
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of investment premiums, net		53			35
Amortization and accretion of purchase loan premiums and discounts, net to loans		260			8
Amortization of debt issuance costs		41			3
(Credit) provision for loan losses		(1,489	)		1,959
Depreciation and amortization		590			616
Loss on sales of available-for-sale securities		78			-
Share-based compensation		68			308
Deferred income taxes		1,339			(117	)
Gain on acquisition of OREO		-			(11	)
Changes in assets and liabilities:
Increase in accrued interest and dividends receivable		(482	)		(110	)
Increase in other assets		(184	)		(344	)
(Decrease) increase in accrued expenses and other liabilities		(1,061	)		231
Net cash provided by operating activities		1,747			2,649

Cash Flows from Investing Activities:
Proceeds from sales on available-for-sale securities		13,848			5,031
Principal repayments on available-for-sale securities		1,244			1,389
Purchases of available-for-sale securities		(15,567	)		-
Purchases of Federal Reserve Bank stock		(315	)		(48	)
(Purchases) redemptions of Federal Home Loan Bank stock		(224	)		711
Increase in net originations of loans receivable		(21,911	)		(45,125	)
Purchase of loan pools receivable		(73,022	)		-
Purchase of premises and equipment		(2,302	)		(1,167	)
Net cash used in investing activities		(98,249	)		(39,209	)

Cash Flows from Financing Activities:
Increase in deposits, net		32,715			1,656
(Repayments of) FHLB and correspondent bank borrowings		(18,000	)		(4,000	)
Principal repayments of note payable		(94	)		(93	)
Increase in advances from borrowers for taxes and insurance		435			84
Net cash provided by (used in) financing activities		15,056			(2,353	)

Net decrease in cash and cash equivalents		(81,446	)		(38,913	)

Cash and cash equivalents at beginning of year		92,289			85,400

Cash and cash equivalents at end of year	$	10,843			46,487


Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	2,974			1,173
Cash paid for income taxes	$	375			-

Supplemental Disclosures of Noncash Investing Activities:
Transfers of loans receivable to other real estate owned	$	-			840

See Accompanying Notes to Consolidated Financial Statements.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 1: Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements of Patriot National Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries including Patriot Bank, N.A. (the “Bank”) (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 Form 10-K for the year ended December 31, 2016.

The Consolidated Balance Sheet at December 31, 2016 presented herein has been derived from the audited consolidated financial statements of the Company at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements.

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

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

The information furnished reflects, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results of operations that may be expected for the remainder of 2017.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 2: Available-for Sale Securities

The amortized cost, gross unrealized gains and losses and approximate fair values of available-for-sale securities at June 30, 2017 and December 31, 2016 are as follows:

(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
June 30, 2017:
U. S. Government agency mortgage-backed securities	$	8,468		31		(77	)		8,422
Corporate bonds		9,000		-		(46	)		8,954
Subordinated notes		7,500		105		-			7,605
	$	24,968		136		(123	)		24,981

December 31, 2016:
U. S. Government agency mortgage-backed securities	$	10,624		9		(192	)		10,441
Corporate bonds		9,000		-		(39	)		8,961
Subordinated notes		5,000		26		-			5,026
	$	24,624		35		(231	)		24,428

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, 2017 and December 31, 2016:

(In thousands)	Less than 12 Months					12 Months or More					Total
June 30, 2017:	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
U. S. Government agency mortgage-backed securities	$	3,501		(77	)		-		-			3,501		(77	)
Corporate bonds		8,954		(46	)		-		-			8,954		(46	)
	$	12,455		(123	)		-		-			12,455		(123	)

December 31, 2016:
U. S. Government agency mortgage-backed securities	$	5,969		(144	)		3,356		(48	)		9,325		(192	)
Corporate bonds		-		-			5,961		(39	)		5,961		(39	)
	$	5,969		(144	)		9,317		(87	)		15,286		(231	)

At June 30, 2017 and December 31, 2016, five of eleven and seven out of twelve available-for-sale securities had unrealized losses with an aggregate depreciation of 1.0% and 1.5% from amortized cost, respectively.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Based on its quarterly reviews, management believes that none of the losses on available-for-sale securities noted above constitute an other-than-temporary impairment (“OTTI”). The noted losses are considered temporary due to market fluctuations in available interest rates on U.S. Government agency debt, mortgage-backed securities issued by U.S. Government agencies, and corporate debt. Management considers the issuers of the securities to be financially sound, the corporate bonds are investment grade, and the collectability of all contractual principal and interest payments is reasonably expected. Since Patriot is not more-likely-than-not to be required to sell the investments before recovery of the amortized cost basis and does not intend to sell the securities at a loss, none of the available-for-sale securities noted are considered to be OTTI as of June 30, 2017.

At June 30, 2017 and December 31, 2016 , available-for-sale securities of $5.1 million and $4.2 million, respectively, were pledged to the FRB of New York, primarily to secure municipal deposits.

The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held at June 30, 2017 and December 31, 2016. The mortgages underlying the mortgage-backed securities are not due at a single maturity date. Additionally, these mortgages often are and generally may be pre-paid without penalty, creating a degree of uncertainty that such investments can be held until maturity. For convenience, mortgage-backed securities have been included in the summary as a separate line item.

(In thousands)	Amortized Cost								Fair Value
	Due Within 5 years		Due After 5 years through 10 years		Due After 10 years		Total		Due Within 5 years		Due After 5 years through 10 years		Due After 10 years		Total
June 30, 2017:
Corporate bonds	$	-		9,000		-		9,000		-		8,954		-		8,954
Subordinated Notes		1,000		6,500		-		7,500		1,020		6,585		-		7,605
Available-for-sale securities with single maturity dates		1,000		15,500		-		16,500		1,020		15,539		-		16,559
U. S. Government agency mortgage-backed securities		-		-		8,468		8,468		-		-		8,422		8,422
	$	1,000		15,500		8,468		24,968		1,020		15,539		8,422		24,981

December 31, 2016:
Corporate bonds	$	9,000		-		-		9,000		8,961		-		-		8,961
Subordinated Notes		1,000		4,000		-		5,000		1,026		4,000		-		5,026
Available-for-sale securities with single maturity dates		10,000		4,000		-		14,000		9,987		4,000		-		13,987
U. S. Government agency mortgage-backed securities		-		2,132		8,492		10,624		-		2,106		8,335		10,441
	$	10,000		6,132		8,492		24,624		9,987		6,106		8,335		24,428

There were $13.8 million sales and $15.6 million purchases of available-for-sale securities in 2017. No loss on the sale of available-for-sale securities was recorded during the second quarter ended June 30, 2017. A loss on the sale of available-for-sale securities of $78,000 was recorded during the six months ended June 30, 2017. There were no realized gains (losses) of available-for sale securities during the three and six months ended June 30, 2016.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 3: Loans Receivable and Allowance for Loan Losses

As of June 30, 2017 and December 31, 2016, loans receivable, net, consists of the following:

(In thousands)
Loan portfolio segment:	June 30, 2017			December 31, 2016
Commercial Real Estate	$	280,059			271,229
Residential Real Estate		152,428			86,514
Commercial and Industrial		94,884			60,977
Consumer and Other		94,830			101,449
Construction		49,222			53,895
Construction to permanent - CRE		7,665			7,593
Loans receivable, gross		679,088			581,657
Allowance for loan losses		(5,944	)		(4,675	)
Loans receivable, net	$	673,144			576,982

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. All commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations is dependent to some degree on the status of the regional economy as well as upon the regional real estate market. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio and the recovery of a substantial portion of any resulting real estate acquired is susceptible to changes in market conditions.

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

Risk characteristics of the Company’s portfolio classes include the following:

Commercial Real Estate Loans

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Residential Real Estate Loans

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

In March 2017, Patriot purchased $73 million of residential real estate loans.

Commercial and Industrial Loans

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

Consumer and Other Loans

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

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

Construction Loans

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

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Construction to Permanent – CRE

One time close of a construction facility with simultaneous conversion to an amortizing mortgage loan. Construction to permanent loans combine a short term period similar to a construction loan, generally with a variable rate, and a longer term CRE loan typically 20-25 years, resetting every five years to the FHLB rate.

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

Allowance for Loan Losses

The following tables summarize the activity in the allowance for loan losses, allocated to segments of the loan portfolio, for the three months ended June 30, 2017 and 2016:

(In thousands)	Commercial Real Estate		Residential Real Estate			Commercial and Industrial		Consumer and Other			Construction			Construction to Permanent [CRE]			Unallocated			Total
Three months ended June 30, 2017
Allowance for loan losses:
March 31, 2017	$	2,198		1,073			1,049		583			591			77			126			5,697
Charge-offs		-		-			-		(13	)		-			-			-			(13	)
Recoveries		-		-			-		-			-			-			-			-
Provisions (credits)		20		(32	)		404		23			(101	)		(4	)		(50	)		260
June 30, 2017	$	2,218		1,041			1,453		593			490			73			76			5,944

Three months ended June 30, 2016
Allowance for loan losses:
March 31, 2016	$	1,943		624			1,083		609			650			121			217			5,247
Charge-offs		-		-			-		(1	)		-			-			-			(1	)
Recoveries		-		1			3		-			-			-			-			4
Provisions (credits)		352		22			2,314		(77	)		(481	)		24			(195	)		1,959
June 30, 2016	$	2,295		647			3,400		531			169			145			22			7,209

The following tables summarize the activity in the allowance for loan losses, allocated to segments of the loan portfolio, for the six months ended June 30, 2017 and 2016:

(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, 2017
Allowance for loan losses:
December 31, 2016	$	1,853		534			740			641			712			69		126			4,675
Charge-offs		-		-			-			(13	)		-			-		-			(13	)
Recoveries		2		-			2,769			-			-			-		-			2,771
Provisions (credits)		363		507			(2,056	)		(35	)		(222	)		4		(50	)		(1,489	)
June 30, 2017	$	2,218		1,041			1,453			593			490			73		76			5,944

Six months ended June 30, 2016
Allowance for loan losses:
December 31, 2015	$	1,970		740			1,027			677			486			123		219			5,242
Charge-offs		-		(4	)		-			(2	)		-			-		-			(6	)
Recoveries		-		1			12			1			-			-		-			14
Provisions (credits)		325		(90	)		2,361			(145	)		(317	)		22		(197	)		1,959
June 30, 2016	$	2,295		647			3,400			531			169			145		22			7,209

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

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, 2017 and December 31, 2016:

(In thousands)	Commercial Real Estate		Residential Real Estate		Commercial and Industrial		Consumer and Other		Construction		Construction to Permanent [CRE]		Unallocated		Total
June 30, 2017
Allowance for loan losses:
Individually evaluated f or impairment	$	-		-		231		-		-		-		-		231
Collectively evaluated for impairment		2,218		1,041		1,222		593		490		73		76		5,713
Total allowance for loan losses	$	2,218		1,041		1,453		593		490		73		76		5,944

Loans receivable, gross:
Individually evaluated for impairment	$	6,142		1,905		269		540		-		-		-		8,856
Collectively evaluated for impairment		273,917		150,523		94,615		94,290		49,222		7,665		-		670,232
Total loans receivable, gross	$	280,059		152,428		94,884		94,830		49,222		7,665		-		679,088

(In thousands)	Commercial Real Estate		Residential Real Estate		Commercial and Industrial		Consumer and Other		Construction		Construction to Permanent [CRE]		Unallocated		Total
December 31, 2016
Allowance for loan losses:
Individually evaluated for impairment	$	-		-		231		-		-		-		-		231
Collectively evaluated for impairment		1,853		534		509		641		712		69		126		4,444
Total allowance for loan losses	$	1,853		534		740		641		712		69		126		4,675

Loans receivable, gross:
Individually evaluated for impairment	$	6,267		1,911		231		542		-		-		-		8,951
Collectively evaluated for impairment		264,962		84,603		60,746		100,907		53,895		7,593		-		572,706
Total loans receivable, gross	$	271,229		86,514		60,977		101,449		53,895		7,593		-		581,657

Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including 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, lending officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Loan Committee to which the loan is submitted for approval. If financial developments occur on a loan in the lending officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the Loan Committee can adjust a risk rating based on available information. In addition, the risk ratings on all commercial loans over $250,000 are reviewed annually by the Credit Department.

Additionally, Patriot retains a third-party objective loan reviewing expert to perform a quarterly analysis of the results of its risk rating process. The quarterly 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 quarterly review, are required to be approved by the Loan Committee.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

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

●

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

●

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

Charge–offs, to reduce the loan to its recoverable value, generally commence after the loan is classified as “doubtful”.

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 and120 days delinquent, respectively.

If an account is classified as “Loss”, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold.

In March 2017, the Bank reached a settlement agreement with its insurance carrier for a loss recognized in 2016, related to a single Commercial and Industrial loan, resulting in cash receipts of $2.8 million, net of related deductibles and other amounts excluded pursuant to the insurance policy.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

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, 2017 and December 31, 2016:

(In thousands)	Non-accruing Loans
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Non-accruing Loans
As of June 30, 2017:
Loan portfolio segment:
Residential Real Estate:
Sub-standard	$	-		-		1,590		1,590		-		1,590
Commercial and Industrial:
Sub-standard		-		-		269		269		-		269
Total non-accruing loans	$	-		-		1,859		1,859		-		1,859

As of December 31, 2016:
Loan portfolio segment:
Residential Real Estate:
Sub-standard	$	-		-		1,590		1,590		-		1,590
Commercial and Industrial:
Sub-standard		-		-		231		231		-		231
Total non-accruing loans	$	-		-		1,821		1,821		-		1,821

If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income of $22,000 and $43,000 would have been recognized in income during the three and six months ended June 30, 2017, respectively. For the three and six months ended June 30, 2016, additional interest income of $58,000 and $196,000 would have been recognized in income.

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

The accrual of interest on loans is discontinued at the time the loan is 90 days past due for payment unless the loan is well-secured and in process of collection. Consumer installment loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged-off, at an earlier date, if collection of principal or interest is considered doubtful. All interest accrued, but not collected for loans that are placed on non-accrual status or charged off, is reversed against interest income. The interest on these loans is accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, and there is six months of performance. Management considers all non-accrual loans and troubled debt restructurings to be impaired. In most cases, loan payments that are past due less than 90 days, based on contractual terms, are considered collection delays and not an indication of loan impairment. The Bank considers consumer installment loans to be pools of smaller homogeneous loan balances, which are collectively evaluated for impairment.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

The following tables summarize performing and non-performing loans receivable by portfolio segment, by aging category, by delinquency status as of June 30, 2017 and December 31, 2016.

(In thousands)	Performing (Accruing) Loans
As of June 30, 2017:	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total		Current		Total Performing Loans		Non-accruing Loans		Loans Receivable Gross
Loan portfolio segment:
Commercial Real Estate:
Pass	$	-		-		-		-		252,424		252,424		-		252,424
Special Mention		-		-		-		-		16,421		16,421		-		16,421
Substandard		3,097		-		-		3,097		8,117		11,214		-		11,214
		3,097		-		-		3,097		276,962		280,059		-		280,059
Residential Real Estate:
Pass		478		9		1,447		1,934		148,904		150,838		-		150,838
Substandard		-		-		-		-		-		-		1,590		1,590
		478		9		1,447		1,934		148,904		150,838		1,590		152,428
Commercial and Industrial:
Pass		47		4		750		801		93,324		94,125		-		94,125
Substandard		-		-		-		-		490		490		269		759
		47		4		750		801		93,814		94,615		269		94,884
Consumer and Other:
Pass		9		134		-		143		94,687		94,830		-		94,830
Construction:
Pass		-		-		-		-		49,222		49,222		-		49,222
Construction to permanent - CRE:
Pass		-		-		-		-		7,665		7,665		-		7,665

Total	$	3,631		147		2,197		5,975		671,254		677,229		1,859		679,088

Loans receivable, gross:
Pass	$	534		147		2,197		2,878		646,226		649,104		-		649,104
Special Mention		-		-		-		-		16,421		16,421		-		16,421
Substandard		3,097		-		-		3,097		8,607		11,704		1,859		13,563
Loans receivable, gross	$	3,631		147		2,197		5,975		671,254		677,229		1,859		679,088

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

(In thousands)	Performing (Accruing) Loans
As of December 31, 2016:	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total		Current		Total Performing Loans		Non-accruing Loans		Loans Receivable Gross
Loan portfolio segment:
Commercial Real Estate:
Pass	$	-		-		-		-		265,246		265,246		-		265,246
Special Mention		-		-		-		-		4,531		4,531		-		4,531
Substandard		-		-		-		-		1,452		1,452		-		1,452
		-		-		-		-		271,229		271,229		-		271,229
Residential Real Estate:
Pass		131		9		1,449		1,589		83,335		84,924		-		84,924
Substandard		-		-		-		-		-		-		1,590		1,590
		131		9		1,449		1,589		83,335		84,924		1,590		86,514
Commercial and Industrial:
Pass		47		4		-		51		60,692		60,743		-		60,743
Substandard		-		-		-		-		3		3		231		234
		47		4		-		51		60,695		60,746		231		60,977
Consumer and Other:
Pass		75		-		3		78		101,371		101,449		-		101,449
Construction:
Pass		-		-		-		-		53,895		53,895		-		53,895
Construction to permanent - CRE:
Pass		-		-		-		-		7,593		7,593		-		7,593

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

Loans receivable, gross:
Pass	$	253		13		1,452		1,718		572,132		573,850		-		573,850
Special Mention		-		-		-		-		4,531		4,531		-		4,531
Substandard		-		-		-		-		1,455		1,455		1,821		3,276
Loans receivable, gross	$	253		13		1,452		1,718		578,118		579,836		1,821		581,657

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

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.

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

Substantially all TDR loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below the contract rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes . TDR loan modifications may 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.

Impaired Loans

Impaired loans may consist of non-accrual loans and/or performing and non-performing TDRs. As of June 30, 2017 and December 31, 2016, based on the on-going monitoring and analysis of the loan portfolio, impaired loans of $8.8 million and $8.9 million were identified, for which $231,000 and $231,000 specific reserves were established, respectively. Loans not requiring specific reserves had sufficient collateral values, less costs to sell, supporting the carrying amount of the loans. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.

At June 30, 2017 exposure to the $8.8 million of impaired loans was related to 11 borrowers. In all cases, appraisal reports of the underlying collateral, if any, have been obtained from independent licensed appraisal firms. For non-performing loans, the independently determined appraised values were reduced by an estimate of the costs to sell the assets, 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.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

The following summarizes the investment in, outstanding principal balance of, and the related allowance, if any, for impaired loans as of June 30, 2017 and December 31, 2016:

(In thousands)
	June 30, 2017						December 31, 2016
	Recorded Investment		Principal Outstanding		Related Allowance		Recorded Investment		Principal Outstanding		Related Allowance
With no related allowance recorded:
Commercial Real Estate	$	6,142		6,593		-		6,267		6,721		-
Residential Real Estate		1,905		1,938		-		1,911		2,915		-
Commercial and Industrial		38		38		-		-		-		-
Consumer and Other		540		629		-		542		631		-
Construction		-		287		-		-		-		-
		8,625		9,485		-		8,720		10,267		-

With a related allowance recorded:
Commercial Real Estate		-		-		-		-		-		-
Residential Real Estate		-		-		-		-		-		-
Commercial and Industrial		231		231		231		231		231		231
Consumer and Other		-		-		-		-		-		-
Construction		-		-		-		-		-		-
Construction to permanent - CRE		-		-		-		-		-		-
		231		231		231		231		231		231

Impaired Loans, Total:
Commercial Real Estate		6,142		6,593		-		6,267		6,721		-
Residential Real Estate		1,905		1,938		-		1,911		2,915		-
Commercial and Industrial		269		269		231		231		231		231
Consumer and Other		540		629		-		542		631		-
Construction		-		287		-		-		-		-
Construction to permanent - CRE		-		-		-		-		-		-
Impaired Loans, Total	$	8,856		9,716		231		8,951		10,498		231

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

The following tables summarize additional information regarding impaired loans for the three and six months ended June 30, 2017 and 2016.

(In thousands)	Three Months Ended June 30,
	2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	6,188		75		7,524		79
Residential Real Estate		1,907		3		4,525		31
Commercial and Industrial		37		-		116		-
Consumer and Other		541		5		545		5
		8,673		83		12,710		115
With a related allowance recorded:
Commercial Real Estate		-		-		-		-
Residential Real Estate		-		-		-		-
Commercial and Industrial		232		-		2,977		-
Consumer and Other		-		-		2		-
		232		-		2,979		-
Impaired Loans, Total:
Commercial Real Estate		6,188		75		7,524		79
Residential Real Estate		1,907		3		4,525		31
Commercial and Industrial		269		-		3,093		-
Consumer and Other		541		5		547		5
Impaired Loans, Total	$	8,905		83		15,689		115

(In thousands)	Six Months Ended June 30,
	2017				2016
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate	$	6,213		148		7,597		159
Residential Real Estate		1,909		5		4,535		62
Commercial and Industrial		37		-		148		-
Consumer and Other		541		10		546		9
		8,700		163		12,826		230
With a related allowance recorded:
Commercial and Industrial		232		-		1,914		-
Consumer and Other		-		-		2		-
		232		-		1,916		-
Impaired Loans, Total:
Commercial Real Estate		6,213		148		7,597		159
Residential Real Estate		1,909		5		4,535		62
Commercial and Industrial		269		-		2,062		-
Consumer and Other		541		10		548		9
Impaired Loans, Total	$	8,932		163		14,742		230

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 4 : Deposits

The following table presents the balance of deposits held, by category as of June 30, 2017 and December 31, 2016.

(In thousands)	June 30, 2017		December 31, 2016

Non-interest bearing	$	77,778	$	76,772
Interest bearing:
NOW		27,947		29,912
Savings		148,408		131,429
Money market		14,687		15,593
Certificates of deposit, less than $250,000		169,526		160,609
Certificates of deposit, $250,000 or greater		63,434		51,077
Brokered deposits		60,259		63,932
Interest bearing, Total		484,261		452,552

Total Deposits	$	562,039	$	529,324

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 5: Share-Based Compensation and Employee Benefit Plan

The Company maintains the Patriot National Bancorp, Inc. 2012 Stock Plan (the “Plan”) to provide an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”), options, or phantom stock units. Since 2013, the Company’s practice is to grant RSAs; as of June 30, 2017 and December 31, 2016, there were no options or phantom stock units outstanding or that have been exercised.

The Plan provides for the issuance of up to 3,000,000 shares of the Company’s common stock subject to certain limitations. As of June 30, 2017, 2,886,432 shares of stock are available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs and options may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs and stock option grants. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant. During the three and six months ended June 30, 2017, the Company granted 5,084 RSAs to directors and zero RSA to employees. During the six months ended June 30, 2016, the Company granted 52,200 restricted shares to employees and 5,884 restricted shares to directors, respectively. During the three and six months ended June 30, 2017, 0 and 2,231 shares of restricted stock became vested, 6,000 and 6,000 shares of restricted stock forfeited, respectively. All RSAs are non- participating grants.

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, 2017, the Company recognized share-based compensation expense of $25,000 and $68,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $4,000 and $32,000, respectively.

For the three and six months ended June 30, 2016, the Company recognized share-based compensation expense of $154,000 and $308,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $139,000 and $279,000, respectively.

Included in share-based compensation expense for the three and six months ended June 30, 2017 were $21,000 and $36,000 attributable to Patriot’s external Directors, who received total compensation of $77,000 and $146,000 for each of those periods, respectively, which amounts are included in Other Operating Expenses in the Consolidated Statements of Operations.

The share-based compensation expense for the three and six months ended June 30, 2016 were $15,000 and $29,000 attributable to Patriot’s external Directors, who received total compensation of $80,000 and $152,000 for each of those periods, respectively, which amounts are included in Other Operating Expenses in the Consolidated Statements of Operations.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

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

Three months ended June 30, 2017:	Number of Shares Awarded			Weighted Average Grant Date Fair Value
Unvested at March 31, 2017		33,033		$	12.55
Granted		5,084		$	15.05
Forfeited		(6,000	)	$	15.50
Unvested at June 30, 2017		32,117		$	12.39

Six months ended June 30, 2017:
Unvested at December 31, 2016		35,264		$	12.84
Granted		5,084		$	15.05
Vested		(2,231	)	$	13.05
Forfeited		(6,000	)	$	15.50
Unvested at June 30, 2017		32,117		$	12.39

Three months ended June 30, 2016:	Number of Shares Awarded			Weighted Average Grant Date Fair Value
Unvested at March 31, 2016		113,938		$	14.06
Vested		(2,526	)	$	14.72
Forfeited		(4,213	)	$	11.31
Unvested at June 30, 2016		107,199		$	14.16

Six months ended June 30, 2016:
Unvested at December 31, 2015		55,854		$	12.83
Granted		58,084		$	15.25
Vested		(2,526	)	$	14.72
Forfeited		(4,213	)	$	11.31
Unvested at June 30, 2016		107,199		$	14.16

Compensation expense attributable to the unvested restricted shares outstanding as of June 30, 2017 amounts to $367,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 2.56 years.

RSA Grant - Non-executive Employees

On January 4, 2016, the Company granted 100 restricted shares of common stock to each of eighty-seven full- and part-time non-executive employees as of December 31, 2015. The total number of shares granted was 8,700 at a grant date fair value of $15.50 per share, resulting in expected future employee compensation of $135,000. The shares granted vest in three-years on January 2, 2019 and are non-participating during the vesting period.

During the three and six months ended June 30, 2017, none of the shares granted were forfeited. The remaining 6,900 shares continue to vest and $54,000 of compensation expense is expected to be recognized through the January 2019 vesting date.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

The Company offers a 401K retirement plan (the “401K”), which provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions to the 401K, limited to an annual maximum amount as set forth periodically by the Internal Revenue Service. The Company matches 50% of such contributions, up to a maximum of six percent. During the three and six months ended June 30, 2017, compensation expense under the 401K aggregated $60,000 and $94,000, respectively. During the three and six months ended June 30, 2016, compensation expense under the 401K aggregated $38,000 and $81,000, respectively.

Note 6 : 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 computation of basic and diluted earnings per share for the three and six months ended June 30, 2017 and 2016 follows.

(Net income in thousands)	Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017		2016
Basic earnings per share:
Net income attributable to Common shareholders	$	804		(582	)		2,534		71

Divided by:
Weighted average shares outstanding		3,894,128		3,957,012			3,893,431		3,956,609

Basic earnings per common share	$	0.21		(0.15	)		0.65		0.02


Diluted earnings per share:
Net income attributable to Common shareholders	$	804		(582	)		2,534		71

Weighted average shares outstanding		3,894,128		3,957,012			3,893,431		3,956,609

Effect of potentially dilutive restricted common shares		7,400		-	⁽¹⁾		5,289		33,366

Divided by:
Weighted average diluted shares outstanding		3,901,528		3,957,012			3,898,720		3,989,975

Diluted earnings per common share	$	0.21		(0.15	)		0.65		0.02

⁽¹⁾ There were 1,073 shares excluded from the calculation of diluted net loss per share due to their anti-dilutive effect for the three month period ended June 30, 2016.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 7 : 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 becomes 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, 2017 are as follows:

(In thousands)
	As of June 30, 2017
Commitments to extend credit:
Unused lines of credit	$	44,158
Undisbursed construction loans		14,121
Home equity lines of credit		21,745
Future loan commitments		19,773
Financial standby letters of credit		1,299
	$	101,096

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary upon extending credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include commercial property, residential property, deposits and securities. Patriot has established a $5,000 reserve for credit loss as of June 30, 2017, 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 SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 8 : 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 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.

Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. Under the instituted regulatory framework, to be considered “well capitalized”, a financial institution must generally have a Total Capital ratio of at least 10%, a Tier 1 Capital ratio of at least 8.0%, a CET1 Capital ratio at least 6.5%, and a Tier 1 Leverage Capital ratio of at least 5.0%. However, regardless of a financial institution’s ratios, the OCC may require increased capital ratios or impose dividend restrictions based on the other factors it considers in assessing a bank’s capital adequacy.

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

The Company’s and the Bank’s regulatory capital amounts and ratios at June 30, 2017 and December 31, 2016 are summarized as follows:

(In thousands)	Patriot National Bancorp, Inc.								Patriot Bank, N.A.
	June 30, 2017				December 31, 2016				June 30, 2017				December 31, 2016
	Amount ($)		Ratio (%)		Amount ($)		Ratio (%)		Amount ($)		Ratio (%)		Amount ($)		Ratio (%)
Total Capital (to risk weighted assets):
Actual		71,547		10.309		66,254		10.603		80,258		11.594		74,303		11.928
To be Well Capitalized ⁽¹⁾		-		-		-		-		69,226		10.000		62,292		10.000
For capital adequacy with Capital Buffer ⁽²⁾		-		-		-		-		64,034		9.250		53,727		8.625
For capital adequacy		55,522		8.000		49,989		8.000		55,381		8.000		49,834		8.000

Tier 1 Capital (to risk weighted assets):
Actual		65,595		9.451		61,571		9.854		74,306		10.734		69,620		11.176
To be Well Capitalized ⁽¹⁾		-		-		-		-		55,381		8.000		49,834		8.000
For capital adequacy with Capital Buffer ⁽²⁾		-		-		-		-		50,189		7.250		41,269		6.625
For capital adequacy		41,641		6.000		37,491		6.000		41,536		6.000		37,375		6.000

Common Equity Tier 1 Capital ( to risk weighted assets):
Actual		57,595		8.299		53,571		8.573		74,306		10.734		69,620		11.176
To be Well Capitalized ⁽¹⁾		-		-		-		-		44,997		6.500		40,490		6.500
For capital adequacy with Capital Buffer ⁽²⁾		-		-		-		-		39,805		5.750		31,925		5.125
For capital adequacy		31,231		4.500		28,119		4.500		31,152		4.500		28,031		4.500

Tier 1 Leverage Capital (to average assets):
Actual		65,595		8.804		61,571		9.296		74,306		9.974		69,620		10.518
To be Well Capitalized ⁽¹⁾		-		-		-		-		37,250		5.000		33,096		5.000
For capital adequacy		29,803		4.000		26,494		4.000		29,800		4.000		26,477		4.000

⁽¹⁾	Designation as "Well Capitalized" does not apply to bank holding companies - - the Company. Such categorization of capital adequacy only applies to insured depository institutions - - the Bank.
⁽²⁾	The Capital Conservation Buffer implemented by the FDIC began to be phased in beginning January 1, 2016. It was not applicable to periods prior to that date and does not apply to bank holding companies - - the Company.

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

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

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

Note 9 : Fair Value and Interest Rate Risk

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. A fair value hierarchy has been established that prioritizes the inputs used to measure fair value, requiring entities to maximize the use of observable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs generally require significant management judgment.

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, federal funds sold, short-term investments 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) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Other Investments

The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund totaling $4.5 million. This investment 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 and therefore have no readily determinable market value. The investment in the Fund is reported in the Consolidated Financial Statements at cost.

Loans

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

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

Since individual loans do not trade on an open market and transfer of individual loans are private transactions that are not publicized, the fair value of the loan portfolio is classified within Level 3 of the fair value hierarchy. Patriot does not record loans at fair value on a recurring basis; however, from time to time, nonrecurring fair value adjustments to collateral-dependent impaired loans are recorded to reflect the net realizable value expected to be collected on default by the borrower based on observable market inputs or current appraised value of collateral held. Fair values estimated in this manner do not fully incorporate an exit-price approach, but instead are based on a comparison to current market rates for comparable loans, adjusted by management based on the best information available.

OREO

The fair value of other OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When the fair value is based on unadjusted current appraised values, OREO is 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 and then monitors property and market conditions that may indicate a change in value is warranted.

Deposits

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

The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits.

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

Senior Notes and Junior Subordinated Debt

The senior notes were issued in December 2016 and therefore the carrying value is considered comparable to fair value. Management does not intend to measure the senior notes at fair value on a recurring basis.

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

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. The Company does not record these borrowings at fair value on a recurring basis.

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

The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of June 30, 2017 and December 31, 2016:

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2017:
U. S. Government agency mortgage-backed securities	$	-		8,422		-		8,422
Corporate bonds		-		8,954		-		8,954
Subordinated notes		-		5,605		2,000		7,605

Available-for-sale securities	$	-		22,981		2,000		24,981

December 31, 2016:
U. S. Government agency mortgage-backed securities	$	-		10,441		-		10,441
Corporate bonds		-		8,961		-		8,961
Subordinated notes		-		3,026		2,000		5,026

Available-for-sale securities	$	-		22,428		2,000		24,428

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

(In thousands)	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Inputs
June 30, 2017:
Impaired loans	$	8,856	Real Estate Appraisals	Discount for appraisal type		0%	-	8%
OREO		851	Real Estate Appraisals	Discount for appraisal type			21%

December 31, 2016:
Impaired loans	$	8,951	Real Estate Appraisals	Discount for appraisal type		0%	-	8%
OREO		851	Real Estate Appraisals	Discount for appraisal type			21%

The Company discloses fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheet, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements and, accordingly, the aggregate fair value amounts presented do not necessarily represent the complete underlying value of the financial instruments included in the Consolidated Financial Statements .

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

The estimated fair value amounts have been measured as of June 30, 2017 and December 31, 2016 and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued .

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

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, 2017 and December 31, 2016:

(In thousands)		June 30, 2017				December 31, 2016
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets:
Cash and noninterest bearing balances due from banks	Level 1	$	3,210		3,210		2,596		2,596
Interest-bearing deposits due from banks	Level 1		7,633		7,633		89,693		89,693
U. S. Government agency mortgage-backed securities	Level 2		8,422		8,422		10,441		10,441
Corporate bonds	Level 2		8,954		8,954		8,961		8,961
Subordinated Notes	Level 2		5,605		5,605		3,026		3,026
Subordinated Notes	Level 3		2,000		2,000		2,000		2,000
Other investments	Level 2		4,450		4,450		4,450		4,450
Federal Reserve Bank stock	Level 2		2,424		2,424		2,109		2,109
Federal Home Loan Bank stock	Level 2		5,833		5,833		5,609		5,609
Loans receivable, net	Level 3		673,144		671,694		576,982		576,757
Accrued interest receivable	Level 2		3,208		3,208		2,726		2,726

Financial assets, total			724,883		723,433		708,593		708,368

Financial Liabilities:
Demand deposits	Level 2		77,778		77,778		76,772		76,772
Savings deposits	Level 2		148,408		148,408		131,429		131,429
Money market deposits	Level 2		14,687		14,687		15,593		15,593
NOW accounts	Level 2		27,947		27,947		29,912		29,912
Time deposits	Level 2		232,960		232,590		211,686		210,321
Brokered deposits	Level 1		60,259		60,222		63,932		63,897
FHLB and correspondent bank borrowings	Level 2		120,000		120,202		138,000		138,149
Senior notes	Level 2		11,666		11,315		11,628		11,628
Subordinated debentures	Level 2		8,082		8,082		8,079		8,079
Note payable	Level 3		1,675		1,506		1,769		1,565
Accrued interest payable	Level 2		131		131		118		118

Financial liabilities, total			703,593		702,868		688,918		687,463

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

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

In the normal course of its operations, the Company assumes interest rate risk (the risk that general interest rate levels will change). As a result, the fair values of the Company’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 maturities of its financial assets and liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy .

Off-balance sheet instruments

Loan commitments on which the committed interest rate is less than the current market rate were insignificant at June 30, 2017 and December 31, 2016. The estimated fair value of fee income on letters of credit at June 30, 2017 and December 31, 2016 was insignificant.

Note 1 0 : Recent Accounting Pronouncements

Recently Issued Accounting Standards Updates

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers . This update will replace all current U.S. GAAP related to revenue recognition and will eliminate all industry-specific guidance. During 2016, the update was further clarified by ASU 2016-08 Revenue from Contracts with Customers: Principle versus Agent Considerations; ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing and ASU 2016-12 Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. In July 2015, the FASB affirmed its proposal to defer the effective date of this new standard. As a result, public companies will apply the new revenue standard to annual reporting periods beginning after December 15, 2017 , including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Management continues to assess the impact that this guidance may have on its Consolidated Financial Statements with respect to new transactions entered into through the course of normal operations. Except for additional disclosures that are required, management has determined that ASU 2014-09 will not have a material impact on its financial condition or results of operations with respect to its normal and customary operations, but continues to monitor potential impacts that may occur as it explores additional transactions and opportunities.

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

ASU 2016-01

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall . ASU 2016-01 requires equity investments, excluding equity investments that are consolidated or accounted for under the equity method of accounting, to be measured at fair value with changes in fair value recognized in net income. The ASU simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, and a measurement of the investment at fair value only when impairment is qualitatively identified to exist. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted. Management is currently assessing the potential impact ASU 2016-01 will have on its financial statements, but does not expect a material impact on its financial condition or results of operations.

ASU 2016-02

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

ASU 2016-13

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

ASU 2016-15

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

ASU 2016-18

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

ASU 2017-08

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

ASU 2017-09

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

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements (Unaudited)

Note 11: Subsequent Events

Dividend

On July 17, 2017, the Company announced its intention to begin making quarterly cash dividend payments. The first dividend of $0.01 per share was announced for shareholders of record as of July 24, 2017 with a payment date of August 1, 2017.

Merger Agreement

On August 1, 2017, a definitive merger agreement (“Merger Agreement”) was entered into by and among the Company, Prime Bank, a Connecticut bank headquartered in Orange, CT (“Prime Bank”) (PMHV:US) and a stockholder representative of Prime Bank. Pursuant to the Merger Agreement, Prime Bank will merge into Patriot Bank and existing stockholders of Prime Bank will receive aggregate cash consideration (“Merger Consideration”) equal to 115% of Prime Bank’s tangible book value as of the closing date which is anticipated to be in the fourth quarter 2017. Moreover, all outstanding stock options of Prime Bank will be settled by cash payment in an amount equal to the amount by which the per share Merger Consideration exceeds the exercise price of each stock option.

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

As a result of the proximity of the Merger Agreement to the date these consolidated financial statements are available to be issued, Patriot is still evaluating the estimated fair values of the assets to be acquired and the liabilities to be assumed. Accordingly, the amount of any goodwill and other intangible assets to be recognized in the connection with this transaction, as well as acquisition costs incurred and expected to be incurred, are also yet to be determined.

The effect of the merger is expected to be reflected in the Patriot’s results beginning with the fourth quarter of 2017.

Connecticut		06-1559137
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

900 Bedford Street, Stamford, Connecticut		06901
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
Emerging growth company	☐

Table of Contents

Table of Contents	2
PART I- FINANCIAL INFORMATION	3
Item 1: Consolidated Financial Statements	3
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Operations (Unaudited)	4
Consolidated Statements of Comprehensive Income (Unaudited)	5
Consolidated Statements of Shareholder's Equity (Unaudited)	6
Consolidated Statements of Cash Flows (Unaudited)	7
Note to Consolidated Financial Statements (Unaudited)	8
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3: Quantitative and Qualitative Disclosures about Market Risk	50
Item 4: Disclosure Controls and Procedures	52
PART II - OTHER INFORMATION	53
Item 1: Legal Proceedings	53
Item 1A: Risk Factors	53
Item 6: Exhibits	54
SIGNATURES	55

(In thousands)	Three months ended June 30,
	2017							2016
	Daily Average Balance ($)			Interest ($)		Yield (%)		Daily Average Balance ($)			Interest ($)		Yield (%)
ASSETS
Interest Earning Assets:
Loans	$	654,997			7,591		4.65		507,771			5,783		4.62
Cash equivalents		10,822			19		0.70		33,458			28		0.34
Investments		35,788			335		3.75		36,895			222		2.44

Total interest earning assets		701,607			7,945		4.54		578,124			6,033		4.23

Cash and due from banks		5,014							2,996
Premised and equipment, net		33,929							29,908
Allowance for loan losses		(5,757	)						(5,270	)
OREO		851							-
Other assets		17,136							17,247

Total Assets	$	752,780							623,005

Liabilities
Interest bearing liabilities:
Deposit	$	484,765			1,129		0.93		363,889			496		0.55
Borrowings		103,473			183		0.71		107,393			64		0.24
Senior notes		11,655			228		7.84		-			-		-
Subordinated debt		8,248			89		4.33		8,248			83		4.08
Note Payable		1,691			8		1.75		1,876			8		1.73

Total interest bearing liabilities		609,832			1,637		1.08		481,406			651		0.55

Demand deposits		75,266							75,074
Other liabilities		2,539							3,630

Total Liabilities		687,637							560,110

Shareholders' equity		65,143							62,895

Total Liabilities and Shareholders' Equity	$	752,780							623,005

Net interest income					6,308							5,382

Interest margin							3.61							3.78
Interest spread							3.46							3.68

(In thousands)	Six months ended June 30,
	2017							2016
	Daily Average Balance ($)			Interest ($)		Yield (%)		Daily Average Balance ($)			Interest ($)		Yield (%)
ASSETS
Interest Earning Assets:
Loans	$	612,466			14,198		4.67		496,566			11,623		4.72
Cash equivalents		23,356			83		0.72		42,479			69		0.33
Investments		35,319			588		3.36		39,547			450		2.29

Total interest earning assets		671,141			14,869		4.47		578,592			12,142		4.23

Cash and due from banks		4,766							3,036
Premised and equipment, net		33,408							29,770
Allowance for loan losses		(5,255	)						(5,258	)
OREO		851							-
Other assets		17,043							17,125

Total Assets	$	721,954							623,265

Liabilities
Interest bearing liabilities:
Deposit	$	474,697			2,118		0.90		361,380			969		0.54
Borrowings		85,554			261		0.62		110,608			185		0.34
Senior notes		11,645			457		7.91		-			-		-
Subordinated debt		8,248			174		4.25		8,248			165		4.03
Note Payable		1,714			17		2.00		1,899			16		1.70

Total interest bearing liabilities		581,858			3,027		1.05		482,135			1,335		0.55

Demand deposits		73,172							75,272
Other liabilities		2,614							3,215

Total Liabilities		657,644							560,622

Shareholders' equity		64,310							62,643

Total Liabilities and Shareholders' Equity	$	721,954							623,265

Net interest income					11,842							10,807
Interest margin							3.56							3.77
Interest spread							3.42							3.68

	June 30,		December 31,		Inc/(Dec)			Inc/(Dec)
(In thousands)	2017		2016		($)			(%)
U. S. Government agency mortgage-backed securities	$	8,422		10,441		(2,019	)		(19.34	)%
Corporate bonds		8,954		8,961		(7	)		(0.08	)%
Subordinated notes		7,605		5,026		2,579			51.31	%
Total Available-for-Sale Securities	$	24,981		24,428		553			2.26	%

Period Beginning	Period Ending	No. of Shares Purchased ⁽¹⁾		Average Price Paid per Share		No. of Shares Purchased as part of Publicly Announced Plans ⁽¹⁾		Maximum No. of Shares that may yet be Purchased Under the Plans ⁽¹⁾
November 1, 2016	November 30, 2016		629	$	13.73		629		498,853
December 1, 2016	December 31, 2016		71,324	$	14.04		71,324		427,529

Three-months ended December 31, 2016			71,953	$	14.04

(In thousands)
	Net Portfolio Value - Performance Summary
	As of June 30, 2017							As of December 31, 2016
Projected Interest Rate Scenario	Estimated Value		Change from Base ($)			Change from Base (%)		Estimated Value		Change from Base ($)			Change from Base (%)
+200		94,885		(11,632	)		(10.9)		102,546		(1,629	)		(1.6)
+100		101,633		(4,884	)		(4.6)		104,044		(130	)		(0.1)
BASE		106,517		-			-		104,174		-			-
-100		109,965		3,448			3.2		105,408		1,233			1.2
-200		113,935		7,418			7.0		107,152		2,977			2.9

	Net Interest Income - Performance Summary
	June 30, 2017							Year ended December 31, 2016
Projected Interest Rate Scenario	Estimated Value		Change from Base ($)			Change from Base (%)		Estimated Value		Change from Base ($)			Change from Base (%)
+200		27,592		(354	)		(1.3)		25,588		976			4.0
+100		27,932		(13	)		-		25,149		538			2.2
BASE		27,946		-			-		24,611		-			-
-100		27,487		(459	)		(1.6)		23,956		(655	)		(2.7)
-200		27,407		(539	)		(1.9)		24,073		(538	)		(2.2)

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

10(a) (21)	Agreement and Plan of Merger by and among Patriot National Bancorp, Inc., Patriot Bank, National Association, Prime Bank and Jasper J. Jaser, as stockholders' representative, dated as of August 1, 2017

	Patriot National Bancorp, Inc. (Registrant)


	By:	/s/ Joseph D. Perillo
		Joseph D. Perillo
		Executive Vice President and Chief Financial Officer

ARTICLE I.		THE MERGER	1

	1.1.	Effective Time of the Merger	1
	1.2.	Closing	2
	1.3.	Effects of the Merger	2
	1.4.	Directors and Officers of the Surviving Corporation	2

ARTICLE II.		EFFECT OF THE MERGER ON PRIME CAPITAL STOCK	2

	2.1.	Effect of the Merger on Prime Capital Stock	2
	2.2.	Surrender and Payment	6
	2.3	Dissenting Shares	8
	2.4	Withholding Rights	8

ARTICLE III.		REPRESENTATIONS AND WARRANTIES OF PRIME	8

	3.1.	Organization, Standing and Power	9
	3.2.	Capitalization	10
	3.3.	Subsidiaries	11
	3.4.	Authority; No Conflict; Required Filings and Consents	11
	3.5.	Financial Statements	13
	3.6.	No Undisclosed Liabilities	13
	3.7.	Absence of Certain Changes or Events	14
	3.8.	Taxes	14
	3.9.	Owned and Leased Properties	17
	3.10.	Intellectual Property	18
	3.11.	Contracts	19
	3.12.	Litigation	21
	3.13.	Environmental Matters	21
	3.14.	Employee Benefit Plans	23
	3.15.	Compliance With Laws	25
	3.16.	Permits	25
	3.17.	Labor Matters	25
	3.18.	Insurance	26
	3.19.	Affiliate Transactions	26
	3.20.	Brokers	26
	3.21.	Books and Records	26
	3.22.	Proxy Statement	27
	3.23.	Anti-Corruption Matters	27
	3.24.	Fairness Opinion	27
	3.25.	Regulatory Issues	27
	3.26.	Investment Securities	28
	3.27.	Derivative Transactions	28
	3.28.	Loans; Nonperforming and Classified Assets	28
	3.29.	Allowance for Loan and Lease Losses	29
	3.31.	Deposit Insurance	30
	3.32.	Community Reinvestment Act, Anti-money Laundering and Customer Information Security	30

	3.33.	Disclosure	31

ARTICLE IV.		REPRESENTATIONS AND WARRANTIES OF PATRIOT AND THE BANK	31

	4.1.	Organization, Standing and Power	31
	4.2.	Authority; No Conflict; Required Filings and Consents	32
	4.3.	Litigation	33
	4.4.	Taxes	33
	4.5.	Compliance With Laws	33
	4.6.	Brokers	33
	4.7.	Statements True and Correct	33
	4.8.	Regulatory Issues	34
	4.9.	Community Reinvestment Act, Anti-money Laundering and Customer Information Security	35
	4.10.	Financing	35

ARTICLE IV.		CONDUCT OF BUSINESS	35

	5.1.	Covenants of Prime	35
	5.2.	Reasonable Best Efforts	39
	5.3.	Confidentiality	39

ARTICLE VI.		ADDITIONAL AGREEMENTS	39

	6.1.	No Solicitation	39
	6.2.	Access to Information	42
	6.3.	Shareholders Meeting; Proxy Statement	43
	6.4.	Legal Conditions to the Merger	44
	6.5.	Public Disclosure	44
	6.6.	Indemnification of Prime Directors and Officers	45
	6.7.	Notification of Certain Matters	46
	6.8.	Shareholder Litigation	46
	6.9.	Board of Directors and Loan Committee of Prime	46
	6.10.	Financial Statements	46
	6.11.	Liens	46
	6.12.	Employees of Prime	47
	6.13.	Life Insurance Policies	47
	6.14.	No Survival of Representations and Warranties	47

ARTICLE VII.		CONDITIONS TO MERGER	47

	7.1.	Conditions to Each Party’s Obligation to Effect the Merger	47
	7.2.	Additional Conditions to Obligations of Patriot and the Bank	48
	7.3.	Additional Conditions to Obligations of Prime	50

ARTICLE VIII.		TERMINATION AND AMENDMENT	51

	8.1.	Termination	51
	8.2.	Effect of Termination	52
	8.3.	Amendment	52
	8.4.	Extension; Waiver	52

ARTICLE IX.		MISCELLANEOUS	53

	9.1.	Notices	53
	9.2.	Entire Agreement	54
	9.3.	No Third Party Beneficiaries	54
	9.4.	Assignment	54
	9.5.	Severability	55
	9.6.	Counterparts and Signature	55
	9.7.	Interpretation	55
	9.8.	Governing Law	55
	9.9.	Remedies	56
	9.10.	Submission to Jurisdiction	56
	9.11.	WAIVER OF JURY TRIAL	56
	9.12.	Disclosure Schedule	56

	Exhibit A	Voting Agreement

	Exhibit B	Bank Merger Agreement

	Exhibit C	Option Cancellation Agreement

	Exhibit D	Definitions

	Exhibit E	Consents and Approvals

Terms	Reference in Agreement
Acquisition Proposal	Section 6.1(e)(i)
Action	Section 3.12
Adjusted TBV	Section 2.1(e)
Affiliate	Section 3.19
Affiliated Group	Section 3.8
Agreement	Preamble to Article I
Bank	Preamble to Article I
Bank Material Adverse Effect	Section 4.1
Bank Merger Agreement	Section 1.1
Bank’s Knowledge	Preamble to Article IV
Bankruptcy and Equity Exception	Section 3.4(a)
BLC	Preamble to Article I
BMA	Preamble to Article I
Break-Up Fee	Section 6.1(c)
Business Day	Section 1.2
CBCA	Preamble to Article I
Certificate	Section 2.1(c)
Closing	Section 1.2
Closing Consideration	Section 2.2(g)
Closing Date	Section 1.2
Closing Payment	Section 2.2(g)
COCC	Section 2.1(e)
Code	Section 3.8
Companies	Preamble to Article I
Confidentiality Agreement	Section 5.3
Contamination	Section 3.13(e)
Contract	Section 3.4(b)
Deficiencies	Section 2.1(e)
Dissenting Shares	Section 2.3(a)
DOB	Section 2.1(e)
Effective Time	Section 1.1
Employee Benefit Plan	Section 3.14(a)
Environmental Law	Section 3.13(c)
Environmental Permits	Section 3.13(a)(ii)
ERISA	Section 3.14(a)
ERISA Affiliate	Section 3.14(a)
Escrow Agent	Section 2.2(g)
Escrow Amount	Section 2.2(g)
Exchange Act	Section 6.1(e)(i)
Exchange Agent	Section 2.2(a)
Exchange Agent Agreement	Section 2.2(a)

FDIA	Section 3.29
FDIC	Section 3.4(c)
Fully Diluted Shares Outstanding	Section 2.1(d)(i)
GAAP	Section 3.1(b)
Governmental Entity	Section 3.4(c)
Hazardous Substance	Section 3.13(d)
Insurance Policies	Section 3.18
Intellectual Property	Section 3.10(a)
Law	Section 3.15
Leased Real Property	Section 3.9(a)
Liens	Section 3.4(b)
Loans	Section 3.27(a)
Merger	Preamble to Article I
Merger Consideration	Section 2.1(d)
Merger Consideration Per Share	Section 2.1(d)(i)
Notice Period	Section 6.1(b)
OCC	Section 1.1
Ordinary Course of Business	Section 3.6(b)
OREO	Section 3.27(c)
Outside Date	Section 8.1(b)
Patriot Common Stock	Section 2.1(d)(ii)
Patriot Financial Statements	Section 4.4(a)
Patriot Quarterly Statements	Section 4.4(a)
Payment Fund	Section 2.2(g)
Permits	Section 3.17
Permitted Liens	Section 3.9(b)
Pre-Closing Period	Section 5.1
Prime	Preamble to Article I
Prime Acquisition Agreement	Section 6.1(a)(i)
Prime Adverse Recommendation Change	Section 6.1(a)(i)
Prime Board	Preamble to Article I
Prime Common Stock	Section 3.2(a)
Prime Disclosure Schedule	Preamble to Article III
Prime Employee Plans	Section 3.14(a)
Prime Employee Stock Options	Section 2.1(d)(ii)
Prime Financial Statements	Section 3.5(a)
Prime Indemnified Parties	Section 6.6(a)
Prime Intellectual Property	Section 3.10(b)
Prime Investment Securities	Section 3.26
Prime Loan	Section 3.27(d)
Prime Material Adverse Effect	Section 3.1
Prime Material Contract	Section 3.11(a)
Prime Meeting	Section 6.1(a)(ii)
Prime Quarterly Statements	Section 3.5(a)
Prime Shareholder Approval	Section 3.4(a)
Prime Stock Options	Section 3.2(a)

Prime Voting Proposal	Section 3.4(a)
Prime’s Knowledge	Preamble to Article III
Proxy Statement	Section 6.3(a)
Relevant Prime Persons	Preamble to Article III
Relevant Bank Persons	Preamble to Article IV
Representatives	Section 6.1(a)(i)
Required Prime Shareholder Vote	Section 7.1(a)
Superior Proposal	Section 6.1(e)(ii)
Surviving Corporation	Section 1.3
Tax	Section 3.8
Tax Returns	Section 3.8
Taxes	Section 3.8
TBV	Section 2.1(d)
Transaction Documents	Section 3.1
Transfer Act	Section 3.13(f)
Voting Agreement	Preamble to Article I