Note 1. Basis of Financial Statement Presentation
The accompanying unaudited interim condensed Consolidated Financial Statements of Patriot National Bancorp, Inc. (the “Company” or “PNBK”) and its wholly-owned subsidiaries, Patriot Bank, N.A. (the “Bank”), Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively, “Patriot”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted. The accompanying unaudited interim condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included on the Annual Report on Form 10-K for the year ended December 31, 2024.
The Consolidated Balance Sheet at December 31, 2024 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 credit losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the valuation of derivatives, and the valuation of servicing assets as certain of the Company’s more significant accounting policies and estimates, in that they are critical to the presentation of the Company’s consolidated financial condition and results of operations. As they concern matters that are inherently uncertain, these estimates require management to make subjective and complex judgments in the preparation of the Company’s Consolidated Financial Statements.
The information furnished reflects, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations that may be expected for the remainder of 2025.
Certain prior period amounts have been reclassified to conform to current year presentation. There was no impact on previously reported net income or shareholders' equity.
Note 2. Summary of Significant Accounting Policies and Transactions
Please refer to the summary of Significant Accounting Policies included in the Company’s 2024 Annual Report on Form 10-K for a list of all policies in effect as of December 31, 2024.
Preferred Stock
On March 20, 2025, the Company completed a $57.75 million private placement resulting in the issuance of 90,832 shares of its Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has no par value and a liquidation preference of $60 per share. The gross proceeds from the issuance of the Series A Preferred Stock totaled $5.45 million.
The Series A Preferred Stock is convertible, in the aggregate, into 7,266,560 shares of the Company’s Common Stock. The holders of Series A Preferred Stock are entitled to receive non-cumulative dividends when, as and if declared by the Company’s Board of Directors. The non-cumulative dividends are discretionary and to not accrue unless declared.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Recently Issued Accounting Standards
Recently issued Accounting Pronouncements not yet Adopted
ASU 2023-06
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this Update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this Update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of ASU 2023-06 is not expected to have an impact on the Company’s financial condition or results of operations but could change certain disclosures. The Company will continue to monitor for SEC action, and plan accordingly for adoption.
ASU 2023-09
In December 2023, the FASB issued ASU 2023‑09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed disclosures of income taxes paid net of refunds received, income from continuing operations before income tax expense or benefit, and income tax expense from continuing operations. This standard is to be applied on a prospective basis, with retrospective application permitted, and will be effective for the Company for annual periods beginning on January 1, 2025. We do not expect adoption of this standard to have a material impact on the Company’s Consolidated Financial Statements but will likely result in additional disclosures.
ASU 2024-01
In March 2024, the FASB issued ASU No. 2024-01 Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards. ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s Consolidated Financial Statements.
ASU 2024-03 and ASU 2025 -01
In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendments in ASU 2024-03 require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items by breaking down certain expense line items into specified natural expense categories, including purchases of inventory, employee compensation, deprecation, intangible asset amortization, and depletion. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in ASU 2024-03 can be applied on a prospective basis or retrospective basis and early adoption is permitted. The amendments in ASU 2025-01 clarify the effective date of ASU 2024-03 stating that all public business entities are required to adopt the update in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2025-01 does not change the effective date of ASU 2024-03 but was issued to provide clarity on the effective date for public business entities that do not have a calendar year-end. The Company is currently evaluating the potential impact of the adoption of ASU 2024-03 and ASU 2025-01 on its disclosures.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Available-for-Sale Securities
The amortized cost, gross unrealized gains, gross unrealized losses and fair values of available-for-sale securities at March 31, 2025 and December 31, 2024 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
| March 31, 2025: | | | | | | | |
| U. S. Government agency and mortgage-backed securities | $ | 75,116 | | | $ | — | | | $ | (14,115) | | | $ | 61,001 | |
| Corporate bonds | 15,996 | | | — | | | (3,359) | | | 12,637 | |
| Subordinated notes | 4,000 | | | — | | | (450) | | | 3,550 | |
| SBA loan pools | 4,345 | | | — | | | (882) | | | 3,463 | |
| | | | | | | |
| Total available-for-sale securities | $ | 99,457 | | | $ | — | | | $ | (18,806) | | | $ | 80,651 | |
| | | | | | | |
| December 31, 2024: | | | | | | | |
| U. S. Government agency and mortgage-backed securities | $ | 75,689 | | | $ | — | | | $ | (15,466) | | | $ | 60,223 | |
| Corporate bonds | 15,996 | | | — | | | (3,261) | | | 12,735 | |
| Subordinated notes | 4,000 | | | — | | | (539) | | | 3,461 | |
| SBA loan pools | 4,562 | | | — | | | (989) | | | 3,573 | |
| | | | | | | |
| Total available-for-sale securities | $ | 100,247 | | | $ | — | | | $ | (20,255) | | | $ | 79,992 | |
The following table presents the available-for-sale securities’ gross unrealized losses and fair value, aggregated by the length of time the individual securities have been in a continuous loss position as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Less than 12 Months | | 12 Months or More | | Total |
| Fair Value | | Unrealized (Loss) | | Fair Value | | Unrealized (Loss) | | Fair Value | | Unrealized (Loss) |
| March 31, 2025: | | | | | | | | | | | |
| U. S. Government agency and mortgage-backed securities | $ | 2,013 | | | $ | (27) | | | $ | 58,988 | | | $ | (14,088) | | | $ | 61,001 | | | $ | (14,115) | |
| Corporate bonds | — | | | — | | | 12,637 | | | (3,359) | | | 12,637 | | | (3,359) | |
| Subordinated notes | — | | | — | | | 3,550 | | | (450) | | | 3,550 | | | (450) | |
| SBA loan pools | — | | | — | | | 3,463 | | | (882) | | | 3,463 | | | (882) | |
| | | | | | | | | | | |
| Total available-for-sale securities | $ | 2,013 | | | $ | (27) | | | $ | 78,638 | | | $ | (18,779) | | | $ | 80,651 | | | $ | (18,806) | |
| | | | | | | | | | | |
| December 31, 2024: | | | | | | | | | | | |
| U. S. Government agency and mortgage-backed securities | $ | 4,170 | | | $ | (160) | | | $ | 56,053 | | | $ | (15,306) | | | $ | 60,223 | | | $ | (15,466) | |
| Corporate bonds | — | | | — | | | 12,735 | | | (3,261) | | | 12,735 | | | (3,261) | |
| Subordinated notes | — | | | — | | | 3,461 | | | (539) | | | 3,461 | | | (539) | |
| SBA loan pools | — | | | — | | | 3,573 | | | (989) | | | 3,573 | | | (989) | |
| | | | | | | | | | | |
| Total available-for-sale securities | $ | 4,170 | | | $ | (160) | | | $ | 75,822 | | | $ | (20,095) | | | $ | 79,992 | | | $ | (20,255) | |
As of March 31, 2025 and December 31, 2024, all forty-four available-for-sale securities had unrealized losses with an aggregate decline of 18.9% and 20.2% from the amortized cost of those securities, respectively.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
At March 31, 2025 and December 31, 2024, no allowance for credit losses has been recognized on available-for-sale debt securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired. This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available-for-sale debt securities. The issuers of these debt securities continue to make timely principal and interest payments under the contractual terms of the securities. The Company does not intend to sell these debt securities and it is more likely than not that the Company will not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity. The unrealized losses are due to increases in market interest rates over the yields available at the time the debt securities were purchased.
With regard to U.S. mortgage-backed securities and municipal bonds issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities.
With regard to corporate bonds, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Securities under the U.S. Small Business Administration (“SBA”) government guaranteed loan pools program were purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by the U.S. Government agency. The contractual terms of the subordinated notes do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Furthermore, as of March 31, 2025, there were no past due principal or interest payments associated with these securities. Based upon (i) the issuer’s strong bond ratings and (ii) a zero historical loss rate, no allowance for credit losses has been recorded for available-for-sale securities at March 31, 2025. All debt securities in an unrealized loss position as of March 31, 2025 continue to perform as scheduled and the Company does not believe there is a possible credit loss or that an allowance for credit loss on these debt securities is necessary.
As of March 31, 2025 and December 31, 2024, available-for-sale securities of $80.7 million and $60.2 million, respectively, were pledged to either the Federal Home Loan Bank ("FHLB") or Federal Reserve Bank (“FRB”). The securities were pledged primarily to secure borrowings from the FHLB and FRB.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held as of March 31, 2025 and December 31, 2024. 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 |
| March 31, 2025: | | | | | | | | | | | | | | | |
| Corporate bonds | $ | — | | | $ | 15,996 | | | $ | — | | | $ | 15,996 | | | $ | — | | | $ | 12,637 | | | $ | — | | | $ | 12,637 | |
| Subordinated notes | 3,000 | | | 1,000 | | | — | | | 4,000 | | | 2,640 | | | 910 | | | — | | | 3,550 | |
| SBA loan pools | — | | | — | | | 4,345 | | | 4,345 | | | — | | | — | | | 3,463 | | | 3,463 | |
| Municipal bonds | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Available-for-sale securities with stated maturity dates | 3,000 | | | 16,996 | | | 4,345 | | | 24,341 | | | 2,640 | | | 13,547 | | | 3,463 | | | 19,650 | |
| U. S. Government agency and mortgage-backed securities | — | | | 5,159 | | | 69,957 | | | 75,116 | | | — | | | 4,233 | | | 56,768 | | | 61,001 | |
| Total available-for-sale securities | $ | 3,000 | | | $ | 22,155 | | | $ | 74,302 | | | $ | 99,457 | | | $ | 2,640 | | | $ | 17,780 | | | $ | 60,231 | | | $ | 80,651 | |
| | | | | | | | | | | | | | | |
| December 31, 2024: | | | | | | | | | | | | | | | |
| Corporate bonds | $ | — | | | $ | 15,996 | | | $ | — | | | $ | 15,996 | | | $ | — | | | $ | 12,735 | | | $ | — | | | $ | 12,735 | |
| Subordinated notes | 3,000 | | | 1,000 | | | — | | | 4,000 | | | 2,610 | | | 851 | | | — | | | 3,461 | |
| SBA loan pools | — | | | — | | | 4,562 | | | 4,562 | | | — | | | — | | | 3,573 | | | 3,573 | |
| Municipal bonds | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Available-for-sale securities with stated maturity dates | 3,000 | | | 16,996 | | | 4,562 | | | 24,558 | | | 2,610 | | | 13,586 | | | 3,573 | | | 19,769 | |
| U. S. Government agency and mortgage-backed securities | — | | | 5,172 | | | 70,517 | | | 75,689 | | | — | | | 4,134 | | | 56,089 | | | 60,223 | |
| Total available-for-sale securities | $ | 3,000 | | | $ | 22,168 | | | $ | 75,079 | | | $ | 100,247 | | | $ | 2,610 | | | $ | 17,720 | | | $ | 59,662 | | | $ | 79,992 | |
Note 4. Loans Receivable and Allowance for Credit Losses
As of March 31, 2025 and December 31, 2024, loans receivable, net, consisted of the following:
| | | | | | | | | | | | | | |
| (In thousands) | | March 31, 2025 | | December 31, 2024 |
| Loan portfolio segment: | | | | |
| Commercial Real Estate | | $ | 401,403 | | | $ | 419,489 | |
| Residential Real Estate | | 90,753 | | | 92,215 | |
| Commercial and Industrial | | 122,375 | | | 129,608 | |
| Consumer and Other | | 53,498 | | | 59,973 | |
| Construction | | 3,823 | | | 3,830 | |
| Construction to Permanent - CRE | | 2,357 | | | 2,357 | |
| Loans receivable, gross | | 674,209 | | | 707,472 | |
| Allowance for credit losses | | (6,729) | | | (7,305) | |
| Loans receivable, net | | $ | 667,480 | | | $ | 700,167 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
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 on a limited basis commercial real estate loans, commercial business loans, consumer loans, and construction loans, and has purchased residential loans since 2016. All commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations is dependent to some degree on the status of the regional economy as well as upon the regional real estate market. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio and the recovery of a substantial portion of any resulting real estate acquired is susceptible to changes in market conditions.
Patriot has established credit policies applicable to each type of lending activity in which it engages and evaluates the creditworthiness of each borrower. Unless extenuating circumstances exist, Patriot limits the extension of credit on commercial real estate loans to 75% of the market value of the underlying collateral. Patriot’s loan origination policy for multi-family residential real estate is limited to 80% of the market value of the underlying collateral. In the case of construction loans, the maximum loan-to-value is 75% of the “as completed” appraised value of the real estate project. Management monitors the appraised value of collateral on an on-going basis and additional collateral is requested when warranted. Real estate is the primary form of collateral, although other forms of collateral do exist and may include such assets as accounts receivable, inventory, marketable securities, time deposits, and other business assets.
Patriot originated SBA 7(a) loans, on which the SBA has historically provided guarantees of 75% of the principal balance. However, during the pandemic in 2020, the SBA temporarily increased the guarantees to 90% and reverted to 75% on October 1, 2021. The guaranteed portion of the Company’s SBA loans is generally sold in the secondary market with the unguaranteed portion held in the portfolio as a loan held for investment. SBA loans are for the purpose of providing working capital, financing the purchase of equipment, inventory, or commercial real estate and for other business purposes. Loans are guaranteed by the businesses' major owners. SBA loans are made based primarily on the historical and projected cash flow of the business and secondarily on the underlying collateral provided. SBA loans held for investment are included in the commercial real estate loans and commercial and industrial loan classifications, which totaled $27.6 million and $29.9 million as of March 31, 2025 and December 31, 2024, respectively.
Risk characteristics of the Company’s portfolio classes include the following:
Commercial Real Estate Loans ("CRE" 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.
Real estate mortgage loans consist of loans secured by commercial and residential real estate. Commercial real estate lending is divided into Investment CRE and Owner-Occupied CRE. Investment CRE is dependent upon successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy. Owner-Occupied CRE is utilized by a business for the purpose of providing the space needs for that business and the running of its operations. Repayment is dependent on the cash flow and successful operations of the business. Repayment of these loans may be adversely affected by conditions in the specific owner’s industry. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. Residential real estate lending risks are generally less significant than those of other loans. Real estate lending risks include fluctuations in the value of real estate, bankruptcies, economic downturn and customer financial problems.
During the three months ended March 31, 2025 and 2024, Patriot did not purchase any commercial real estate loans.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Residential Real Estate Loans
Patriot’s residential real estate loan portfolio consists primarily of purchased residential loans. The repayment of residential real estate loans, as well as the loans secured by residential real estate, may be negatively impacted if borrowers experience financial difficulties, if there is a significant decline in the value of the property securing the loan, or if there are declines in general economic conditions. During the three months ended March 31, 2025, Patriot purchased $86,000 residential real estate loans. During the three months ended March 31, 2024, Patriot purchased $47,000 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.
Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.
Patriot’s syndicated and leveraged loan portfolio totaled $5.7 million at both March 31, 2025 and December 31, 2024. The syndicated and leveraged loans are included in the commercial and industrial loan classification and are primarily comprised of loan transactions led by major financial institutions and regional banks, which are the Agent Bank or Lead Arranger, and are referred to as syndicated loans or "Shared National Credits (SNC)". SNC loans were determined to be complementary to the Bank’s existing commercial and industrial loan portfolio and product offerings. Further originations in this loan class are not expected.
Consumer and Other Loans
Patriot offers individual consumers various forms of credit including installment loans, credit cards, overdraft protection, auto loans and reserve lines of credit. Repayments of such loans are generally dependent on the personal income of the borrower, which may be negatively impacted by adverse changes in economic conditions. The Company does not place a high emphasis on originating these types of loans.
Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans, and carry generally low relative balances across a diverse borrowing pool. Risk of default is assessed based on FICO scores, debt to income ratios, historical loss rates other common consumer loan metrics. For the pool of purchased unsecured consumer loans, the risk of default and necessary ACL is assessed on an individual loan basis using a customized model that heavily weights payment/delinquency status, FICO scores, and remaining loan life until maturity.
The Company has purchased unsecured consumer loans from a third party which are higher yielding loans of 2-5 year terms that are expected to incur an increased level of charge-offs. Loans outstanding under this program at March 31, 2025 and December 31, 2024 totaled $16.1 million and $20.7 million, respectively. No loans were purchased under this program for the three months ended March 31, 2025, and 2024.
The Company does not have any lending programs commonly referred to as subprime lending. Subprime lending generally targets borrowers with weakened credit histories that are typically characterized by payment delinquencies, previous charge-offs, judgments against the consumer, a history of bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burdened ratios.
During the three months ended March 31, 2025 and 2024, Patriot did not purchase any home equity line of credit loans (“HELOC”).
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Construction Loans
Construction loans are of a short-term nature, generally of eighteen months or less, that are secured by land and improvements intended for commercial, residential, or mixed-use development. Loan proceeds may be used for the acquisition of or improvements to the land under development and funds are generally disbursed as phases of construction are completed.
Included in this category are loans to construct single family homes where no contract of sale exists, based upon the experience and financial strength of the builder, the type and location of the property, and other factors. Construction loans tend to be personally guaranteed by the principal(s). Repayment of such loans may be negatively impacted by an inability to complete construction, a downturn in the market for new construction, by a significant increase in interest rates, or by decline in general economic conditions. The construction loans outstanding at March 31, 2025 and December 31, 2024 totaled $3.8 million and $3.8 million, respectively.
Construction to Permanent - Commercial Real Estate
Construction to permanent loans represent a one-time close of a construction facility with simultaneous conversion to an amortizing mortgage loan. Construction to permanent loans combine a short-term period similar to a construction loan, generally with a variable rate, and a longer term CRE loan typically 20-25 years, resetting every five years to the Federal Home Loan Bank (“FHLB”) rate.
Close of the permanent 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.
Real estate construction loans include risks associated with the borrower’s credit-worthiness, contractor’s qualifications, borrower and contractor performance, and the overall risk and complexity of the proposed project. Construction lending is also subject to risks associated with sub-market dynamics, including population, employment trends and household income. During times of economic stress, this type of loan has typically had a greater degree of risk than other loan types.
Allowance for Credit Losses
The Company adopted ASU 2016-13 on January 1, 2023, which introduced the current expected credit loss ("CECL") methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the allowance for credit losses ("ACL") is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated credit losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.
The Company estimates expected credit losses for pooled loans using a modeling method that incorporates probability of default ("PD") and loss given default ("LGD"). The PD model employs a quarterly risk-rating transition method to estimate the probability of default by simulating loan downgrades and assigning increasing default probabilities to each loan. This captures the likelihood that borrowers will be unable to repay their loans according to the original terms. The LGD calculation considers characteristics such as collateral value and vintage, underlying collateral characteristics (e.g., CRE vs. residential, owner-occupied vs. investment), a floor for the LGD calculation (minimum loss in event of default regardless of collateral protection), and other relevant underwriting characteristics. Also calculated is the exposure at default. The probability of default is multiplied by the loss given default and the exposure at default. This calculation is forecasted for every year remaining in the life of each loan, and the results are aggregated to determine the necessary level of ACL for the pooled loans. Forecasted exposure at default can be influenced by prepayments speeds, which management elected to discount in part to reflect the expectation of slower voluntary prepayments in the face of an increasing interest rate environment.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The Company maintains an ACL for credit losses on unfunded lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability account on the Consolidated Balance Sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of provision for credit losses. The allowance for credit losses on unfunded commitments was $159,000 at March 31, 2025 and $182,000 at December 31, 2024.
The following tables summarize the activity in the allowance for credit losses, allocated to segments of the loan portfolio, for the three months ended March 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Commercial
Real Estate | | Residential
Real Estate | | Commercial
and
Industrial | | Consumer
and
Other | | Construction | | Construction to
Permanent
- CRE | | | | Total | |
| Three Months Ended March 31, 2025 | | | | | | | | | | | | | |
| Allowance for credit losses: | | | | | | | | | | | | | | | |
| December 31, 2024 | $ | 2,241 | | | $ | 596 | | | $ | 1,077 | | | $ | 3,386 | | | $ | 5 | | | $ | — | | | | | $ | 7,305 | | |
| | | | | | | | | | | | | | | | |
| Charge-offs | (635) | | | — | | | (119) | | | (916) | | | — | | | — | | | | | (1,670) | | |
| Recoveries | — | | | — | | | 86 | | | 252 | | | — | | | — | | | | | 338 | | |
| Provisions (credits) | 669 | | | 43 | | | 124 | | | (115) | | | 3 | | | 32 | | | | | 756 | | (1) |
| March 31, 2025 | $ | 2,275 | | | $ | 639 | | | $ | 1,168 | | | $ | 2,607 | | | $ | 8 | | | $ | 32 | | | | | $ | 6,729 | | |
| | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 | | | | | | | | | | | | | |
| Allowance for credit losses: | | | | | | | | | | | | | | | |
| December 31, 2023 | $ | 6,089 | | | $ | 607 | | | $ | 1,269 | | | $ | 7,843 | | | $ | 4 | | | $ | 113 | | | | | $ | 15,925 | | |
| | | | | | | | | | | | | | | | |
| Charge-offs | (158) | | | (21) | | | (410) | | | (2,523) | | | — | | | — | | | | | (3,112) | | |
| Recoveries | — | | | — | | | 6 | | | 305 | | | — | | | — | | | | | 311 | | |
| (Credit) provision | (311) | | | 85 | | | 334 | | | 655 | | | 3 | | | (113) | | | | | 653 | | (2) |
| March 31, 2024 | $ | 5,620 | | | $ | 671 | | | $ | 1,199 | | | $ | 6,280 | | | $ | 7 | | | $ | — | | | | | $ | 13,777 | | |
(1) The provision on credit losses included in the above table for the three months ended March 31, 2025 does not include the credit on unfunded loan commitments of $23,000.
(2) The provision on credit losses included in the above table for the three months ended March 31, 2024 does not include the provsion on unfunded loan commitments of $5,000.
The following tables summarize, by loan portfolio segment, the amount of loans receivable evaluated individually and collectively for allowance for credit losses as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Commercial
Real Estate | | Residential
Real Estate | | Commercial
and
Industrial | | Consumer
and
Other | | Construction | | Construction to
Permanent
- CRE | | | | Total | |
| March 31, 2025 | | | | | | | | | | | | | | | | |
| Allowance for credit losses: | | | | | | | | | | | | | | | | |
| Individually evaluated loans | $ | 278 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 32 | | | | | $ | 310 | | |
| Collectively evaluated loans | 1,997 | | | 639 | | | 1,168 | | | 2,607 | | | 8 | | | — | | | | | 6,419 | | |
| Total allowance for credit losses | $ | 2,275 | | | $ | 639 | | | $ | 1,168 | | | $ | 2,607 | | | $ | 8 | | | $ | 32 | | | | | $ | 6,729 | | |
| | | | | | | | | | | | | | | | |
| Loans receivable, gross: | | | | | | | | | | | | | | | | |
| Individually evaluated loans | $ | 23,708 | | | $ | — | | | $ | 2,922 | | | $ | — | | | $ | — | | | $ | 2,357 | | | | | $ | 28,987 | | |
| Collectively evaluated loans | 377,695 | | | 90,753 | | | 119,453 | | | 53,498 | | | 3,823 | | | — | | | | | 645,222 | | |
| Total loans receivable, gross | $ | 401,403 | | | $ | 90,753 | | | $ | 122,375 | | | $ | 53,498 | | | $ | 3,823 | | | $ | 2,357 | | | | | $ | 674,209 | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Commercial
Real Estate | | Residential
Real Estate | | Commercial
and
Industrial | | Consumer
and
Other | | Construction | | Construction to
Permanent
- CRE | | | | Total |
| December 31, 2024 | | | | | | | | | | | | | | | |
| Allowance for credit losses: | | | | | | | | | | | | | | | |
| Individually evaluated loans | $ | 403 | | | $ | — | | | $ | 60 | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 463 | |
| Collectively evaluated loans | 1,838 | | | 596 | | | 1,017 | | | 3,386 | | | 5 | | | — | | | | | 6,842 | |
| Total allowance for credit losses | $ | 2,241 | | | $ | 596 | | | $ | 1,077 | | | $ | 3,386 | | | $ | 5 | | | $ | — | | | | | $ | 7,305 | |
| | | | | | | | | | | | | | | |
| Loans receivable, gross: | | | | | | | | | | | | | | | |
| Individually evaluated loans | $ | 19,335 | | | $ | — | | | $ | 3,323 | | | $ | — | | | $ | — | | | $ | 2,357 | | | | | $ | 25,015 | |
| Collectively evaluated loans | 400,154 | | | 92,215 | | | 126,285 | | | 59,973 | | | 3,830 | | | — | | | | | 682,457 | |
| Total loans receivable, gross | $ | 419,489 | | | $ | 92,215 | | | $ | 129,608 | | | $ | 59,973 | | | $ | 3,830 | | | $ | 2,357 | | | | | $ | 707,472 | |
Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including cash flow from business operations, loan to value ratios, debt service coverage ratios, and credit scores.
Patriot employs a risk rating system as part of the risk assessment of its loan portfolio. At origination, credit officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Loan Committee to which the loan is submitted for approval. If financial developments occur on a loan in the credit officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the Loan Committee can adjust a risk rating based on available information. In addition, the risk ratings on all commercial loans over $250,000 are reviewed by the Credit Department either annually or biannually, or every 4 years, depending upon the amount of the Bank’s exposure and other credit metrics.
Additionally, Patriot retains an independent third-party loan review firm to perform a semi-annual analysis of the results of its risk rating process. The semi-annual review is based on a randomly selected sample of loans within established parameters (e.g., value, concentration), in order to assess and validate the risk ratings assigned to individual loans. Any changes to the assigned risk ratings, based on the semi-annual review, are required to be reported to the Loan Committee of the Board of Directors.
When assigning a risk rating to a loan, management utilizes the Bank’s internal eleven-point risk rating system. An asset is considered “special mention” when it has a potential weakness based on objective evidence, but does not currently expose the Company to sufficient risk to warrant classification in one of the following categories:
•Substandard: An asset is classified “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss, if noted deficiencies are not corrected.
•Doubtful: Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard”, with the added characteristic that the identified weaknesses make collection or liquidation-in-full improbable, on the basis of currently existing facts, conditions, and values.
Charge-offs of loans to reduce the loan to its recoverable value that are solely collateral dependent, generally occur immediately upon confirmation of the partial loss amount. Loans that are cash flow dependent are modeled to reflect the expected cash flows through expected loan maturity, including any proceeds from refinancing or principal curtailment. A specific reserve is established for the amount by which the net investment in the loan exceeds the present value of discounted cash flows. Charge-offs on cash flow dependent loans also generally occur immediately upon confirmation of the partial loss amount. If either type of loan is classified as “Loss”, meaning full loss on the loan is expected, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold. In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the classification of retail credit based on delinquency status, “Open-end” credits are typically charged off once they reach 180 days past due and “Closed-end” credits are typically charged off once they reach 120 days past due, with limited exceptions for loans secured by 1-4 family residential real estate.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loan Portfolio Vintage Analysis
The following tables summarize loan amortized cost by vintage, credit quality indicator, class of loans and charge-offs based on year of origination as of March 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term of Loans by Origination | | | | |
| As of March 31, 2025: | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | Prior | | Revolving | | Total Loans
Receivable
Gross |
| Loan portfolio segment: | | | | | | | | | | | | | | | |
| Commercial Real Estate: | | | | | | | | | | | | | | | |
| Pass | $ | — | | | $ | — | | | $ | 102,635 | | | $ | 118,403 | | | $ | 81,028 | | | $ | 66,602 | | | $ | — | | | $ | 368,668 | |
| Special mention | — | | | — | | | 3,679 | | | 1,999 | | | — | | | 1,236 | | | — | | | 6,914 | |
| Substandard | — | | | — | | | 1,094 | | | 8,146 | | | 11,081 | | | 5,500 | | | — | | | 25,821 | |
| Total | — | | | — | | | 107,408 | | | 128,548 | | | 92,109 | | | 73,338 | | | — | | | 401,403 | |
| Current period gross charge-offs | — | | | — | | | — | | | — | | | — | | | 635 | | | — | | | 635 | |
| Residential Real Estate: | | | | | | | | | | | | | | | |
| Pass | — | | | 1,494 | | | — | | | 1,210 | | | 2,790 | | | 81,978 | | | 869 | | | 88,341 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | 2,412 | | | — | | | 2,412 | |
| Substandard | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Total | — | | | 1,494 | | | — | | | 1,210 | | | 2,790 | | | 84,390 | | | 869 | | | 90,753 | |
| Current period gross charge-offs | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Commercial and Industrial: | | | | | | | | | | | | | | | |
| Pass | — | | | 815 | | | 2,402 | | | 12,815 | | | 19,480 | | | 6,911 | | | 64,708 | | | 107,131 | |
| Special mention | — | | | — | | | 283 | | | 18 | | | 38 | | | 528 | | | 4,506 | | | 5,373 | |
| Substandard | — | | | — | | | 223 | | | 367 | | | 842 | | | 6,148 | | | 2,291 | | | 9,871 | |
| Total | — | | | 815 | | | 2,908 | | | 13,200 | | | 20,360 | | | 13,587 | | | 71,505 | | | 122,375 | |
| Current period gross charge-offs | — | | | — | | | — | | | — | | | — | | | 119 | | | — | | | 119 | |
| Consumer and Other: | | | | | | | | | | | | | | | |
| Pass | 106 | | | 262 | | | 1,947 | | | 12,508 | | | 1,396 | | | 14,754 | | | 21,821 | | | 52,794 | |
| | | | | | | | | | | | | | | |
| Substandard | — | | | — | | | 40 | | | 241 | | | 46 | | | 5 | | | 372 | | | 704 | |
| Total | 106 | | | 262 | | | 1,987 | | | 12,749 | | | 1,442 | | | 14,759 | | | 22,193 | | | 53,498 | |
| Current period gross charge-offs | — | | | 9 | | | 802 | | | 105 | | | — | | | — | | | — | | | 916 | |
| Construction: | | | | | | | | | | | | | | | |
| Pass | — | | | — | | | — | | | — | | | 3,823 | | | — | | | — | | | 3,823 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total | — | | | — | | | — | | | — | | | 3,823 | | | — | | | — | | | 3,823 | |
| | | | | | | | | | | | | | | |
| Construction to Permanent - CRE: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Substandard | — | | | — | | | — | | | — | | | 2,357 | | | — | | | — | | | 2,357 | |
| Total | — | | | — | | | — | | | — | | | 2,357 | | | — | | | — | | | 2,357 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total loans | $ | 106 | | | $ | 2,571 | | | $ | 112,303 | | | $ | 155,707 | | | $ | 122,881 | | | $ | 186,074 | | | $ | 94,567 | | | $ | 674,209 | |
| Total Current period gross charge-offs | $ | — | | | $ | 9 | | | $ | 802 | | | $ | 105 | | | $ | — | | | $ | 754 | | | $ | — | | | $ | 1,670 | |
| | | | | | | | | | | | | | | |
| Loans receivable, gross: | | | | | | | | | | | | | | | |
| Pass | $ | 106 | | | $ | 2,571 | | | $ | 106,984 | | | $ | 144,936 | | | $ | 108,517 | | | $ | 170,245 | | | $ | 87,398 | | | $ | 620,757 | |
| Special mention | — | | | — | | | 3,962 | | | 2,017 | | | 38 | | | 4,176 | | | 4,506 | | | 14,699 | |
| Substandard | — | | | — | | | 1,357 | | | 8,754 | | | 14,326 | | | 11,653 | | | 2,663 | | | 38,753 | |
| Total Loans receivable, gross | $ | 106 | | | $ | 2,571 | | | $ | 112,303 | | | $ | 155,707 | | | $ | 122,881 | | | $ | 186,074 | | | $ | 94,567 | | | $ | 674,209 | |
| Total Current period gross charge-offs | $ | — | | | $ | 9 | | | $ | 802 | | | $ | 105 | | | $ | — | | | $ | 754 | | | $ | — | | | $ | 1,670 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize loan amortized cost by vintage, credit quality indicator, class of loans and charge-offs based on year of origination as of December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term of Loans by Origination | | | | |
| As of December 31, 2024: | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving | | Total Loans
Receivable
Gross |
| Loan portfolio segment: | | | | | | | | | | | | | | | |
| Commercial Real Estate: | | | | | | | | | | | | | | | |
| Pass | $ | — | | | $ | 102,906 | | | $ | 130,143 | | | $ | 88,275 | | | $ | 2,085 | | | $ | 69,858 | | | $ | — | | | $ | 393,267 | |
| Special mention | — | | | 3,697 | | | — | | | — | | | — | | | 430 | | | — | | | 4,127 | |
| Substandard | — | | | 1,099 | | | 6,691 | | | 8,615 | | | 233 | | | 5,457 | | | — | | | 22,095 | |
| Total | — | | | 107,702 | | | 136,834 | | | 96,890 | | | 2,318 | | | 75,745 | | | — | | | 419,489 | |
| Current period gross charge-offs | — | | | — | | | — | | | — | | | — | | | 13,889 | | | — | | | 13,889 | |
| Residential Real Estate: | | | | | | | | | | | | | | | |
| Pass | 372 | | | — | | | 1,218 | | | 2,811 | | | 9,546 | | | 74,937 | | | 792 | | | 89,676 | |
| Special mention | — | | | — | | | — | | | — | | | 1,053 | | | 1,377 | | | — | | | 2,430 | |
| Substandard | — | | | — | | | — | | | — | | | — | | | 109 | | | — | | | 109 | |
| Total | 372 | | | — | | | 1,218 | | | 2,811 | | | 10,599 | | | 76,423 | | | 792 | | | 92,215 | |
| Current period gross charge-offs | — | | | — | | | — | | | — | | | — | | | 21 | | | — | | | 21 | |
| Commercial and Industrial: | | | | | | | | | | | | | | | |
| Pass | 843 | | | 2,449 | | | 13,607 | | | 19,892 | | | 839 | | | 6,410 | | | 69,462 | | | 113,502 | |
| Special mention | — | | | 289 | | | 18 | | | 39 | | | — | | | 573 | | | 7,389 | | | 8,308 | |
| Substandard | — | | | 258 | | | 486 | | | 844 | | | 5,669 | | | 488 | | | 53 | | | 7,798 | |
| Total | 843 | | | 2,996 | | | 14,111 | | | 20,775 | | | 6,508 | | | 7,471 | | | 76,904 | | | 129,608 | |
| Current period gross charge-offs | — | | | — | | | — | | | — | | | — | | | 1,252 | | | — | | | 1,252 | |
| Consumer and Other: | | | | | | | | | | | | | | | |
| Pass | 290 | | | 2,514 | | | 15,907 | | | 1,846 | | | — | | | 15,305 | | | 23,381 | | | 59,243 | |
| | | | | | | | | | | | | | | |
| Substandard | — | | | 72 | | | 393 | | | 13 | | | — | | | — | | | 252 | | | 730 | |
| Total | 290 | | | 2,586 | | | 16,300 | | | 1,859 | | | — | | | 15,305 | | | 23,633 | | | 59,973 | |
| Current period gross charge-offs | — | | | 313 | | | 5,997 | | | 635 | | | — | | | 486 | | | — | | | 7,431 | |
| Construction: | | | | | | | | | | | | | | | |
| Pass | — | | | — | | | — | | | 3,830 | | | — | | | — | | | — | | | 3,830 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total | — | | | — | | | — | | | 3,830 | | | — | | | — | | | — | | | 3,830 | |
| | | | | | | | | | | | | | | |
| Construction to Permanent - CRE: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Substandard | — | | | — | | | — | | | 2,357 | | | — | | | — | | | — | | | 2,357 | |
| Total | — | | | — | | | — | | | 2,357 | | | — | | | — | | | — | | | 2,357 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total loans | $ | 1,505 | | | $ | 113,284 | | | $ | 168,463 | | | $ | 128,522 | | | $ | 19,425 | | | $ | 174,944 | | | $ | 101,329 | | | $ | 707,472 | |
| Total Current period gross charge-offs | $ | — | | | $ | 313 | | | $ | 5,997 | | | $ | 635 | | | $ | — | | | $ | 15,648 | | | $ | — | | | $ | 22,593 | |
| | | | | | | | | | | | | | | |
| Loans receivable, gross: | | | | | | | | | | | | | | | |
| Pass | $ | 1,505 | | | $ | 107,869 | | | $ | 160,875 | | | $ | 116,654 | | | $ | 12,470 | | | $ | 166,510 | | | $ | 93,635 | | | $ | 659,518 | |
| Special mention | — | | | 3,986 | | | 18 | | | 39 | | | 1,053 | | | 2,380 | | | 7,389 | | | 14,865 | |
| Substandard | — | | | 1,429 | | | 7,570 | | | 11,829 | | | 5,902 | | | 6,054 | | | 305 | | | 33,089 | |
| Loans receivable, gross | $ | 1,505 | | | $ | 113,284 | | | $ | 168,463 | | | $ | 128,522 | | | $ | 19,425 | | | $ | 174,944 | | | $ | 101,329 | | | $ | 707,472 | |
| Total Current period gross charge-offs | $ | — | | | $ | 313 | | | $ | 5,997 | | | $ | 635 | | | $ | — | | | $ | 15,648 | | | $ | — | | | $ | 22,593 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loan Portfolio Aging Analysis
The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of March 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Performing (Accruing) Loans | | | | |
| As of March 31, 2025: | | 30 - 59 Days Past Due | | 60 - 89 Days Past Due | | 90 Days or Greater Past Due | | Total Past Due | | Current | | Total Performing Loans | | Non- accruing Loans | | Loans Receivable Gross |
| Loan portfolio segment: | | | | | | | | | | | | | | | | |
| Commercial Real Estate: | | | | | | | | | | | | | | | | |
| Pass | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 363,933 | | | $ | 363,933 | | | $ | 4,735 | | | $ | 368,668 | |
| Special mention | | — | | | — | | | — | | | — | | | 6,914 | | | 6,914 | | | — | | | 6,914 | |
| Substandard | | 149 | | | — | | | — | | | 149 | | | 6,699 | | | 6,848 | | | 18,973 | | | 25,821 | |
| | 149 | | | — | | | — | | | 149 | | | 377,546 | | | 377,695 | | | 23,708 | | | 401,403 | |
| Residential Real Estate: | | | | | | | | | | | | | | | | |
| Pass | | 823 | | | — | | | — | | | 823 | | | 87,518 | | | 88,341 | | | — | | | 88,341 | |
| Special mention | | — | | | — | | | — | | | — | | | 2,412 | | | 2,412 | | | — | | | 2,412 | |
| | | | | | | | | | | | | | | | |
| | 823 | | | — | | | — | | | 823 | | | 89,930 | | | 90,753 | | | — | | | 90,753 | |
| Commercial and Industrial: | | | | | | | | | | | | | | | | |
| Pass | | 1,104 | | | — | | | — | | | 1,104 | | | 103,978 | | | 105,082 | | | 2,049 | | | 107,131 | |
| Special mention | | — | | | — | | | — | | | — | | | 5,373 | | | 5,373 | | | — | | | 5,373 | |
| Substandard | | 350 | | | — | | | — | | | 350 | | | 8,633 | | | 8,983 | | | 888 | | | 9,871 | |
| | 1,454 | | | — | | | — | | | 1,454 | | | 117,984 | | | 119,438 | | | 2,937 | | | 122,375 | |
| Consumer and Other: | | | | | | | | | | | | | | | | |
| Pass | | 465 | | | 393 | | | — | | | 858 | | | 51,936 | | | 52,794 | | | — | | | 52,794 | |
| Substandard | | — | | | — | | | — | | | — | | | — | | | — | | | 704 | | | 704 | |
| | 465 | | | 393 | | | — | | | 858 | | | 51,936 | | | 52,794 | | | 704 | | | 53,498 | |
| Construction: | | | | | | | | | | | | | | | | |
| Pass | | — | | | — | | | — | | | — | | | 3,823 | | | 3,823 | | | — | | | 3,823 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | — | | | — | | | — | | | — | | | 3,823 | | | 3,823 | | | — | | | 3,823 | |
| Construction to Permanent - CRE: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Substandard | | — | | | — | | | — | | | — | | | — | | | — | | | 2,357 | | | 2,357 | |
| | — | | | — | | | — | | | — | | | — | | | — | | | 2,357 | | | 2,357 | |
| | | | | | | | | | | | | | | | |
| Total | | $ | 2,891 | | | $ | 393 | | | $ | — | | | $ | 3,284 | | | $ | 641,219 | | | $ | 644,503 | | | $ | 29,706 | | | $ | 674,209 | |
| | | | | | | | | | | | | | | | |
| Loans receivable, gross: | | | | | | | | | | | | | | | | |
| Pass | | $ | 2,392 | | | $ | 393 | | | $ | — | | | $ | 2,785 | | | $ | 611,188 | | | $ | 613,973 | | | $ | 6,784 | | | $ | 620,757 | |
| Special mention | | — | | | — | | | — | | | — | | | 14,699 | | | 14,699 | | | — | | | 14,699 | |
| Substandard | | 499 | | | — | | | — | | | 499 | | | 15,332 | | | 15,831 | | | 22,922 | | | 38,753 | |
| Loans receivable, gross | | $ | 2,891 | | | $ | 393 | | | $ | — | | | $ | 3,284 | | | $ | 641,219 | | | $ | 644,503 | | | $ | 29,706 | | | $ | 674,209 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize performing and non-performing loans (i.e., non-accruing) receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Performing (Accruing) Loans | | | | |
| As of December 31, 2024: | | 30 - 59 Days Past Due | | 60 - 89 Days Past Due | | 90 Days or Greater Past Due | | Total Past Due | | Current | | Total Performing Loans | | Non- accruing Loans | | Loans Receivable Gross |
| Loan portfolio segment: | | | | | | | | | | | | | | | | |
| Commercial Real Estate: | | | | | | | | | | | | | | | | |
| Pass | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 387,296 | | | $ | 387,296 | | | $ | 5,971 | | | $ | 393,267 | |
| Special mention | | — | | | — | | | — | | | — | | | 4,127 | | | 4,127 | | | — | | | 4,127 | |
| Substandard | | — | | | — | | | — | | | — | | | 8,732 | | | 8,732 | | | 13,363 | | | 22,095 | |
| | — | | | — | | | — | | | — | | | 400,155 | | | 400,155 | | | 19,334 | | | 419,489 | |
| Residential Real Estate: | | | | | | | | | | | | | | | | |
| Pass | | 838 | | | — | | | — | | | 838 | | | 88,838 | | | 89,676 | | | — | | | 89,676 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | 838 | | | — | | | — | | | 838 | | | 91,268 | | | 92,106 | | | 109 | | | 92,215 | |
| Commercial and Industrial: | | | | | | | | | | | | | | | | |
| Pass | | 1,107 | | | — | | | — | | | 1,107 | | | 110,046 | | | 111,153 | | | 2,349 | | | 113,502 | |
| Special mention | | — | | | — | | | — | | | — | | | 8,308 | | | 8,308 | | | — | | | 8,308 | |
| Substandard | | 350 | | | — | | | — | | | 350 | | | 6,456 | | | 6,806 | | | 992 | | | 7,798 | |
| | 1,457 | | | — | | | — | | | 1,457 | | | 124,810 | | | 126,267 | | | 3,341 | | | 129,608 | |
| Consumer and Other: | | | | | | | | | | | | | | | | |
| Pass | | 602 | | | 687 | | | — | | | 1,289 | | | 57,954 | | | 59,243 | | | — | | | 59,243 | |
| Substandard | | — | | | — | | | — | | | — | | | — | | | — | | | 730 | | | 730 | |
| | 602 | | | 687 | | | — | | | 1,289 | | | 57,954 | | | 59,243 | | | 730 | | | 59,973 | |
| Construction: | | | | | | | | | | | | | | | | |
| Pass | | — | | | — | | | — | | | — | | | 3,830 | | | 3,830 | | | — | | | 3,830 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | — | | | — | | | — | | | — | | | 3,830 | | | 3,830 | | | — | | | 3,830 | |
| Construction to Permanent - CRE: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Substandard | | — | | | — | | | — | | | — | | | — | | | — | | | 2,357 | | | 2,357 | |
| | — | | | — | | | — | | | — | | | — | | | — | | | 2,357 | | | 2,357 | |
| | | | | | | | | | | | | | | | |
| Total | | $ | 2,897 | | | $ | 687 | | | $ | — | | | $ | 3,584 | | | $ | 678,017 | | | $ | 681,601 | | | $ | 25,871 | | | $ | 707,472 | |
| | | | | | | | | | | | | | | | |
| Loans receivable, gross: | | | | | | | | | | | | | | | | |
| Pass | | $ | 2,547 | | | $ | 687 | | | $ | — | | | $ | 3,234 | | | $ | 647,964 | | | $ | 651,198 | | | $ | 8,320 | | | $ | 659,518 | |
| Special mention | | — | | | — | | | — | | | — | | | 14,865 | | | 14,865 | | | — | | | 14,865 | |
| Substandard | | 350 | | | — | | | — | | | 350 | | | 15,188 | | | 15,538 | | | 17,551 | | | 33,089 | |
| Loans receivable, gross | | $ | 2,897 | | | $ | 687 | | | $ | — | | | $ | 3,584 | | | $ | 678,017 | | | $ | 681,601 | | | $ | 25,871 | | | $ | 707,472 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize non-performing (i.e., non-accruing) loans by aging category and status, within the applicable loan portfolio segment as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 March 31, 2025: | | | | | | | | | | | | |
| Loan portfolio segment: | | | | | | | | | | | | |
| Commercial Real Estate: | | | | | | | | | | | | |
| Pass | | $ | — | | | $ | 1,510 | | | $ | 3,225 | | | $ | 4,735 | | | $ | — | | | $ | 4,735 | |
| Substandard | | — | | | 533 | | | 8,203 | | | 8,736 | | | 10,237 | | | 18,973 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Commercial and Industrial: | | | | | | | | | | | | |
| Pass | | — | | | 909 | | | 1,140 | | | 2,049 | | | — | | | 2,049 | |
| Substandard | | — | | | 14 | | | 863 | | | 877 | | | 11 | | | 888 | |
| Consumer and Other: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Substandard | | — | | | — | | | 704 | | | 704 | | | — | | | 704 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Construction to permanent - CRE: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Substandard | | — | | | — | | | 2,357 | | | 2,357 | | | — | | | 2,357 | |
| Total non-accruing loans | | $ | — | | | $ | 2,966 | | | $ | 16,492 | | | $ | 19,458 | | | $ | 10,248 | | | $ | 29,706 | |
| | | | | | | | | | | | |
| As of December 31, 2024: | | | | | | | | | | | | |
| Loan portfolio segment: | | | | | | | | | | | | |
| Commercial Real Estate: | | | | | | | | | | | | |
| Pass | | $ | — | | | $ | — | | | $ | 4,461 | | | $ | 4,461 | | | $ | 1,510 | | | $ | 5,971 | |
| Substandard | | 974 | | | — | | | 7,947 | | | 8,921 | | | 4,442 | | | 13,363 | |
| Residential Real Estate: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Substandard | | — | | | — | | | 109 | | | 109 | | | — | | | 109 | |
| Commercial and Industrial: | | | | | | | | | | | | |
| Pass | | — | | | — | | | 2,349 | | | 2,349 | | | — | | | 2,349 | |
| Substandard | | 2 | | | — | | | 978 | | | 980 | | | 12 | | | 992 | |
| Consumer and Other: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Substandard | | — | | | 6 | | | 724 | | | 730 | | | — | | | 730 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Construction to permanent - CRE: | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Substandard | | — | | | — | | | 2,357 | | | 2,357 | | | — | | | 2,357 | |
| Total non-accruing loans | | $ | 976 | | | $ | 6 | | | $ | 18,925 | | | $ | 19,907 | | | $ | 5,964 | | | $ | 25,871 | |
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 when they become 120 days past due (180 days for open ended consumer credit). 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 generally accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, after at least six months of timely payment history. The Bank considers loans under $100,000 and consumer installment loans to be pools of smaller homogeneous loan balances, and therefore are collectively evaluated for credit losses, and not individually evaluated for credit losses.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $1.2 million and $573,000 would have been recognized during the three months ended March 31, 2025 and 2024, respectively.
Interest income collected and recognized on non-accruing loans for the three months ended March 31, 2025 and 2024 was $18,000 and $20,000, respectively.
Individually Evaluated Loans
The following table reflects information about the individually evaluated loans by segment as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | March 31, 2025 | | December 31, 2024 |
| Recorded
Investment | | Principal
Outstanding | | Related
Allowance | | Recorded Investment | | Principal Outstanding | | Related Allowance |
| With no related allowance recorded: | | | | | | | | | | | |
| Commercial Real Estate | $ | 17,106 | | | $ | 33,372 | | | $ | — | | | $ | 18,361 | | | $ | 34,224 | | | $ | — | |
| | | | | | | | | | | |
| Commercial and Industrial | 2,922 | | | 7,428 | | | — | | | 1,831 | | | 2,251 | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Construction to permanent - CRE | — | | | — | | | — | | | 2,357 | | | 2,476 | | | — | |
| 20,028 | | | 40,800 | | | — | | | 22,549 | | | 38,951 | | | — | |
| With a related allowance recorded: | | | | | | | | | | | |
| Commercial Real Estate | 6,602 | | | 6,725 | | | 278 | | | 974 | | | 969 | | | 403 | |
| | | | | | | | | | | |
| Commercial and Industrial | — | | | — | | | — | | | 1,492 | | | 1,810 | | | 60 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Construction to permanent - CRE | 2,357 | | | 2,476 | | | 32 | | | — | | | — | | | — | |
| 8,959 | | | 9,201 | | | 310 | | | 2,466 | | | 2,779 | | | 463 | |
| | | | | | | | | | | |
| Individually evaluated loans, Total: | | | | | | | | | | | |
| Commercial Real Estate | 23,708 | | | 40,097 | | | 278 | | | 19,335 | | | 35,193 | | | 403 | |
| | | | | | | | | | | |
| Commercial and Industrial | 2,922 | | | 7,428 | | | — | | | 3,323 | | | 4,061 | | | 60 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Construction to permanent - CRE | 2,357 | | | 2,476 | | | 32 | | | 2,357 | | | 2,476 | | | — | |
| Total | $ | 28,987 | | | $ | 50,001 | | | $ | 310 | | | $ | 25,015 | | | $ | 41,730 | | | $ | 463 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes additional information regarding individually evaluated loans by segment for the three months ended March 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Month Ended March 31, | | |
| (In thousands) | 2025 | | 2024 | | | | |
| Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized | | | | | | | | |
| With no related allowance recorded: | | | | | | | | | | | | | | | |
| Commercial Real Estate | $ | 17,696 | | | $ | 18 | | | $ | 6,286 | | | $ | 37 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Commercial and Industrial | 3,070 | | | — | | | 2,855 | | | 44 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Construction | — | | | — | | | 442 | | | — | | | | | | | | | |
| Construction to permanent - CRE | — | | | — | | | 2,464 | | | — | | | | | | | | | |
| 20,766 | | | 18 | | | 12,047 | | | 81 | | | | | | | | | |
| With a related allowance recorded: | | | | | | | | | | | | | | | |
| Commercial Real Estate | 6,688 | | | — | | | 9,781 | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Commercial and Industrial | — | | | — | | | 1,005 | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Construction to permanent - CRE | 2,357 | | | — | | | — | | | — | | | | | | | | | |
| 9,045 | | | — | | | 10,786 | | | — | | | | | | | | | |
| Individually evaluated loans, Total: | | | | | | | | | | | | | | | |
| Commercial Real Estate | 24,384 | | | 18 | | | 16,067 | | | 37 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Commercial and Industrial | 3,070 | | | — | | | 3,860 | | | 44 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Construction | — | | | — | | | 442 | | | — | | | | | | | | | |
| Construction to permanent - CRE | 2,357 | | | — | | | 2,464 | | | — | | | | | | | | | |
| Total | $ | 29,811 | | | $ | 18 | | | $ | 22,833 | | | $ | 81 | | | | | | | | | |
Credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on an individual basis (individually evaluated loans). Individual evaluations are performed for nonaccrual loans in excess of $100,000 as well as selected substandard loans. Specific allowances were estimated based on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.
For collateral dependent loans, appraisal reports of the underlying collateral have been obtained from independent licensed appraisal firms. For non-performing loans, the independently determined appraised values were first reduced by a 5.8% discount to reflect the Bank’s experience selling Other Real Estate Owned (“OREOs”) properties, and were further reduced by 8% in selling costs, in order to estimate the potential loss, if any, that may eventually be realized. Performing loans are monitored to determine when, if at all, additional credit loss reserves may be required for a loss of underlying collateral value. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate.
Loans not requiring specific reserves had fair values exceeding the total recorded investment, supporting the net investment in the loan which includes principal balance, unamortized fees and costs and accrued interest, if any. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
On a case-by-case basis, Patriot may agree to modify the contractual terms of a borrower’s loan to assist customers who may be experiencing financial difficulty. Substantially all loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below market rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes. Loan modifications may also result in the forgiveness of principal or accrued interest. In addition, when modifying commercial loans, Patriot frequently obtains additional collateral or guarantor support. If the borrower has performed under the existing contractual terms of the loan and Patriot’s underwriters determine that the borrower has the capacity to continue to perform under the terms of the loan, the loan continues accruing interest. Non-accruing modified loans may be returned to accrual status when there has been a sustained period of performance (generally six consecutive months of payments) and both principal and interest are reasonably assured of collection.
During the three months ended March 31, 2025 and 2024, the Company had no modified loans made to borrowers experiencing financial difficulty. There were no modified loans that had a payment default during the three months ended March 31, 2025 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. As of March 31, 2025 and December 31, 2024, there were no commitments to advance additional funds under the modified loans.
Note 5. Loans Held for Sale
SBA Loans held for sale
SBA Loans held for sale represent the guaranteed portion of SBA loans originated and are reflected at the lower of aggregate cost or market value. As of March 31, 2025 and December 31, 2024, there were no SBA loans held for sale. During the three months ended March 31, 2025, no SBA loans previously classified as held for sale were transferred to held for investment. $5.5 million SBA held for sale loans were transferred to held for investment in the three months ended March 31, 2024.
The Company generally sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the unguaranteed portion in its portfolio. When sales of SBA loans do occur, the premium received on the sale and the present value of future cash flows of the servicing assets, less the discount of the retained portion of the loan are recognized in income.
Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment will be evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.
Serviced loans sold to others are not included in the accompanying Consolidated Balance Sheets. The total amount of such loans serviced, but owned by a third party, amounted to approximately $42.1 million and $43.8 million at March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025 and December 31, 2024, the servicing asset has a carrying value of $714,000 and $739,000, respectively, and fair value of $770,000 and $825,000, respectively. Income and fees collected for loan servicing are credited to noninterest income when earned, net of amortization on the related servicing assets. The servicing asset is included in other assets on the Consolidated Balance Sheets.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loans held for sale - Digital Payments Loans
The Bank's Digital Payments Division has entered into a Program Management Agreement with a Buyer. Under the agreement, Patriot originates commercial credit card loans that are marketed by the buyer. As of March 31, 2025 and December 31, 2024, the Bank had credit card loans held for sale totaling $17.6 million and $11.4 million, respectively. The credit card loans are expected to be held for no longer than three days before being sold to the buyer. The credit card loans are fully cash-secured by deposits at Patriot. The credit card loans are sold to the buyer as a whole loan sale transaction, priced at par, thus there is no servicing asset or gain or loss on sale.
Loans held for sale Residential Mortgage Loans
In 2024, the Bank reentered the residential mortgage business. The Residential Mortgage Division, located in Jacksonville, FL, generates the loans and typically sells them to third parties. As of March 31, 2025 and December 31, 2024, the Company reported residential mortgage loans held for sale totaling $3.2 million and $4.3 million, respectively. These loans are recorded at the lower of aggregate cost or market value. For the three months ended March 31, 2025, a total gain on sale of $43,000 was recorded. A servicing asset of $50,000 was recognized for the three months ended March 31, 2025. No residential mortgage loans held for sale were originated and sold during the three months ended March 31, 2024. During the three months ended March 31, 2025, $1.1 million residential mortgage loans previously classified as held for sale were transferred to held for investment. No residential mortgage held for sale loans were transferred to held for investment in the three months ended March 31, 2024.
The following table presents an analysis of the activity in the servicing assets for SBA loans and residential mortgage loans for the three months ended March 31, 2025 and 2024:
| | | | | | | | | | | | | | | |
| Three Month Ended March 31, | | |
| (In thousands) | 2025 | | 2024 | | | | |
| Beginning balance | $ | 766 | | | $ | 857 | | | | | |
| Servicing rights capitalized | 26 | | | 64 | | | | | |
| Servicing rights amortized | (14) | | | (19) | | | | | |
| Servicing rights disposed | (14) | | | — | | | | | |
| Ending balance | $ | 764 | | | $ | 902 | | | | | |
| | | | | | | |
Note 6. Deposits
The following table presents the balance of deposits held, by category as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | |
| (In thousands) | | March 31, 2025 | | December 31, 2024 |
| Non-interest bearing | | $ | 80,363 | | | $ | 119,212 | |
| | | | |
| Interest bearing: | | | | |
| Negotiable order of withdrawal accounts | | 25,228 | | | 31,549 | |
| Savings deposits | | 38,362 | | | 38,743 | |
| Interest bearing DDA | | 131,299 | | | 205,995 | |
| Money market | | 267,478 | | | 262,023 | |
| Certificates of deposit, $250,000 or less | | 182,919 | | | 174,095 | |
| Certificates of deposit, more than $250,000 | | 67,102 | | | 65,278 | |
| Brokered deposits | | 69,683 | | | 69,702 | |
| Interest bearing, Total | | 782,071 | | | 847,385 | |
| | | | |
| Total Deposits | | $ | 862,434 | | | $ | 966,597 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The deposits from Digital Payments Division are included in the non-interest-bearing deposits, interest bearing DDA and money market deposits, and totaled approximately $161.1 million and $265.5 million as of March 31, 2025 and December 31, 2024, respectively. Interest Bearing DDA is net of deposits sold through the IntraFi network. There were $116.9 million in deposits sold as of March 31, 2025, and no deposits sold as of December 31, 2024.
As of March 31, 2025, contractual maturities of Certificates of Deposit (“CDs”), and brokered deposits is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Certificates of Deposit
$250,000 or less | | Certificates of Deposit
more than $250,000 | | Brokered
Deposits | | Total |
| 1 year or less | $ | 152,650 | | | $ | 54,789 | | | $ | 37,716 | | | $ | 245,155 | |
| More than 1 year through 2 years | 26,966 | | | 11,812 | | | 31,967 | | | 70,745 | |
| More than 2 years through 3 years | 3,057 | | | 501 | | | — | | | 3,558 | |
| More than 3 years through 4 years | 140 | | | — | | | — | | | 140 | |
| More than 4 years through 5 years | 106 | | | — | | | — | | | 106 | |
| $ | 182,919 | | | $ | 67,102 | | | $ | 69,683 | | | $ | 319,704 | |
Note 7. Derivatives
Patriot is party to interest rate swap derivatives that are not designated as hedging instruments. Under a program, Patriot will execute interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Patriot executes with a third party, such that Patriot minimizes its net risk exposure resulting from such transactions. Because the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.
As of March 31, 2025 and December 31, 2024, Patriot did not have any cash pledged for collateral on its interest rate swaps. No net gain or loss was recognized in other noninterest income on the Consolidated Statements of Operations during the three months ended March 31, 2025 and 2024.
Information about the valuation methods used to measure the fair value of derivatives is provided in Note 13 to the Consolidated Financial Statements.
The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Notional
Amount | | Maturity
(Years) | | Fixed Rate | | Variable
Rate | | Fair Value |
| March 31, 2025 | | | | | | | | | |
| Classified in Other Assets: | | | | | | | | | |
| | | | | | | | | |
| 3rd party interest rate swap | $ | 1,280 | | | 4.30 | | 4.38 | % | | 1 Mo. SOFR + 2.00% | | $ | 62 | |
| | | | | | | | | |
| Classified in Other Liabilities: | | | | | | | | | |
| | | | | | | | | |
| Customer interest rate swap | 1,280 | | | 4.30 | | 4.38 | % | | 1 Mo. SOFR + 2.00% | | (62) | |
| | | | | | | | | |
| December 31, 2024 | | | | | | | | | |
| Classified in Other Assets: | | | | | | | | | |
| | | | | | | | | |
| 3rd party interest rate swap | 1,290 | | | 4.50 | | 4.38 | % | | 1 Mo. SOFR + 2.00% | | 83 | |
| | | | | | | | | |
| Classified in Other Liabilities: | | | | | | | | | |
| | | | | | | | | |
| Customer interest rate swap | 1,290 | | | 4.50 | | 4.38 | % | | 1 Mo. SOFR + 2.00% | | (83) | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 8. Share-Based Compensation and Employee Benefit Plan
In 2011, the Company adopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “2012 Plan”). The 2012 Plan was amended in 2020 and renamed as the Patriot National Bancorp, Inc. 2020 Restricted Stock Award Plan (the “2020 Plan”). A copy of the 2020 Plan was filed as Exhibit 10.1 to the Company’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on April 30, 2021. The 2020 Plan provides an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”).On November 10, 2022, the Board of Directors approved the Amendment and Restatement of the 2020 Plan (the “Amended and Restated 2020 Plan”), which was approved and ratified by shareholders of the Company on December 14, 2022.
The 2020 Plan was amended primarily to (i) reduce the total number of shares authorized for issuance thereunder from 3,000,000 shares to 400,000 shares; and (ii) limit the maximum number of shares of Company’s Common Stock granted during a single fiscal year to any non-employee director, together with any cash fees paid to such director, to be no more than a total value of $300,000. As of March 31, 2025, 74,540 shares of stock were available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant.
The following is a summary of the status of the Company’s restricted shares under the Amended and Restated 2020 Plan and changes for the three months ended March 31, 2025 and 2024:
| | | | | | | | | | | | | | |
| Three months ended March 31, 2025: | | Number of
Shares Awarded | | Weighted Average
Grant Date
Fair Value |
| Unvested at December 31, 2024 | | 146,185 | | $2.87 |
| | | | |
| Unvested at March 31, 2025 | | 146,185 | | $2.87 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | | | | | | | | | | | |
| Three months ended March 31, 2024 | | Number of
Shares Awarded | | Weighted Average
Grant Date
Fair Value |
| Unvested at December 31, 2023 | | 17,506 | | $6.09 |
| Granted | | 10,159 | | $3.79 |
| | | | |
| | | | |
| Unvested at March 31, 2024 | | 27,665 | | $5.24 |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
The Company recognizes compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value.
Unrecognized compensation expense attributable to the unvested restricted shares outstanding as of March 31, 2025 amounted to $374,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 2.0 years.
For the three months ended March 31, 2025, the Company recognized total share-based compensation expense of $181,000. The share-based compensation attributable to employees of Patriot amounted to $172,000. Included in share-based compensation expense attributable to Patriot’s external directors, were $9,000. The directors received total compensation of $9,000, which amounts are included in other operating expenses in the consolidated statements of operations.
For the three months ended March 31, 2024, the Company recognized total share-based compensation expense of $24,000. The share-based compensation attributable to employees of Patriot amounted to $15,000. Included in share-based compensation expense were $9,000 attributable to Patriot’s external directors, who received total compensation of $68,000, which amounts are included in other operating expenses in the consolidated statements of operations.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
2025 Omnibus Equity Incentive Plan
On March 20, 2025, the Company executed securities purchase agreements with its President and director, Steven Sugarman, and other accredited investors, resulting in a $57.75 million private placement (the "Private Placement"). In connection with the Private Placement, the Company’s Board of Directors has approved the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). This effectiveness is contingent upon the approval of the Company’s shareholders. The 2025 Plan is designed to provide the Company with a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants by offering incentives directly linked to shareholder value. The Compensation Committee of the Board will administer the Plan.
Under the 2025 Plan, various types of awards can be issued, including Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (RSUs), Performance Units, and Other Stock-Based Awards, as defined within the Plan. The maximum number of shares of Common Stock, Options, and/or Stock Appreciation Rights that may be granted under the Plan is capped at twenty percent (20%) of the total outstanding shares of Common Stock, including both voting and non-voting shares, with a minimum threshold of 10,000,000 shares.
RSUs under the 2025 Plan of 4,049,593 shares were granted pursuant to an employment agreement, effective as of the closing of the Private Placement. These RSUs vest in twelve equal monthly installments starting March 20, 2025, and expire on March 20, 2026. Upon expiration, vested RSUs will be settled based on shareholder approval of the Plan: if the Plan is not approved, each vested RSU will be settled in cash equivalent to the fair market value of one share of Common Stock as of March 20, 2026; if approved, each vested RSU will be settled in one share of Common Stock, with no cash settlement option. However, the employee cannot become the beneficial owner of more than 9.99% of the voting securities issued and outstanding, as defined under Rule 13d-3 of the Exchange Act. The Company recorded $127,000 in share-based compensation expense related to granted RSUs for the three months ended March 31, 2025.
Retirement Plan
Patriot offers employees participation in the Patriot Bank, N.A. 401(k) Savings Plan (the "401(k) Plan") under Section 401(k) of the Internal Revenue Code, along with the ROTH feature to the Plan. The 401(k) Plan covers substantially all employees who have completed one month of service, are 21 years of age and who elect to participate. Under the terms of the 401(k) Plan, participants can contribute up to the maximum amount allowed, subject to Federal limitations. At its discretion, Patriot may match eligible participating employee contributions at the rate of 50% of the first 6% of the participants’ salary contributed to the 401(k) Plan. During the three months ended March 31, 2025 and 2024, Patriot made matching contributions to the 401(k) Plan of $92,000 and $80,000, respectively.
Note 9. 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 shares of common stock outstanding. Diluted earnings per share reflects additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential shares of common stock 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.
On March 20, 2025, in connection with the $57.75 million Private Placement, the Company issued 60,400,106 shares of Common Stock and 90,832 shares of Series A Preferred Stock, which are convertible into 7,266,560 shares of Common Stock. In addition, as part of the Private Placement, on March 20, 2025, the Company’s amendments to (i) 6.25% Fixed to Floating Subordinated Note due June 30, 2028 (the “Subordinated Note”), and (ii) 8.5% Fixed Rate Senior Notes Due 2026 (the “Senior Notes” and together with the Subordinated Note, the “Notes”) became effective and noteholders converted approximately $7.0 million of the aggregate principal amount of the Notes into 9,333,334 shares of Common Stock. The amendments to Subordinated Note and Senior Notes allow for interest to be paid-in-kind, increasing the principal amount, while the Senior Notes amendment also extends the maturity date to April 15, 2028 and adjusts the interest rate in 2026. These transactions affect the weighted average number of shares outstanding, as the additional shares of Common Stock were only outstanding from March 20, 2025 to March 31, 2025.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes the computation of basic and diluted loss per share for the three months ended March 31, 2025 and 2024, including the effects of the Private Placement.
| | | | | | | | | | | | | | | | | | |
| (Net loss in thousands) | Three Months Ended March 31, | | | |
| 2025 | | 2024 | | | | | |
| Basis loss per share: | | | | | | | | |
| Net loss attributable to Common shareholders | $ | (2,777) | | | $ | (299) | | | | | | |
| Divided by: | | | | | | | | |
| Weighted average shares outstanding | 13,289,644 | | 3,976,073 | | | | | |
| | | | | | | | |
| Basic loss per share of common stock | $ | (0.21) | | | $ | (0.08) | | | | | | |
| | | | | | | | |
| Diluted loss per share: | | | | | | | | |
| Net loss attributable to Common shareholders | $ | (2,777) | | | $ | (299) | | | | | | |
| | | | | | | | |
| Weighted average shares outstanding | 13,289,644 | | 3,976,073 | | | | | |
| | | | | | | | |
| Effect of potentially dilutive restricted shares of common stock | — | | (1) | — | | (2) | | | | |
| | | | | | | | |
| Divided by: | | | | | | | | |
| Weighted average diluted shares outstanding | 13,289,644 | | 3,976,073 | | | | | |
| | | | | | | | |
| Diluted loss per share of common stock | $ | (0.21) | | | $ | (0.08) | | | | | | |
| | | | | |
| (1) | | The weighted average diluted shares outstanding does not include 112,771 anti-dilutive restricted shares of common stock for the three months ended March 31, 2025. |
| (2) | | The weighted average diluted shares outstanding does not include 22,269 anti-dilutive restricted shares of common stock for the three months ended March 31, 2024. |
| |
| |
Note 10. Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, Patriot is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contractual amounts of these instruments reflect the extent of involvement Patriot has in particular classes of financial instruments.
The contractual amount of commitments to extend credit and standby letters of credit represents the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral become worthless. Patriot applies its credit policies to entering commitments and conditional obligations and, as with its lending activates, evaluates each customer’s creditworthiness on a case-by-case basis. Management believes that it effectively mitigates the credit risk of these financial instruments through its credit approval processes, establishing credit limits, monitoring the on-going creditworthiness of recipients and grantees, and the receipt of collateral as deemed necessary.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Financial instruments with credit risk at March 31, 2025 and December 31, 2024 are as follows:
| | | | | | | | | | | | | | |
| (In thousands) | | March 31, 2025 | | December 31, 2024 |
| Commitments to extend credit: | | | | |
| Unused lines of credit | | $ | 54,251 | | | $ | 61,910 | |
| Undisbursed construction loans | | 576 | | | 860 | |
| Home equity lines of credit | | 25,024 | | | 24,476 | |
| Future loan commitments | | 936 | | | 325 | |
| | | | |
| | $ | 80,787 | | | $ | 87,571 | |
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 an allowance for credit loss of $159,000 and $182,000 as of March 31, 2025 and December 31, 2024, respectively, which is included in accrued expenses and other liabilities.
Standby letters of credit are written commitments issued by Patriot to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Guarantees that are not derivative contracts are recorded at fair value and included in the Consolidated Balance Sheet.
As of March 31, 2025, the Bank has an irrevocable stand-by letter of credit for a maximum of $45 million, issued by the Federal Home Loan Bank of Boston on behalf of the Bank, with Mastercard as the beneficiary. This letter of credit was originally set to expire on April 30, 2025, but in April 2025, the expiration date was extended to April 30, 2026.
Legal Matters
Patriot does not have any pending legal proceedings, other than ordinary routine litigation, incidental to its business, to which Patriot is a party or any of its property is subject. Management is of the opinion that the ultimate disposition of these routine legal matters will not have a material adverse effect on the consolidated financial condition, results of operations, or liquidity of Patriot.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 11. Regulatory and Operational Matters
Federal and state regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, federal banking agencies imposed four minimum capital requirements on a community bank’s risk-based capital ratios consisting of Total Capital, Tier 1 Capital, Common Equity Tier 1 (“CET1”) Capital, and a Tier 1 Leverage Capital ratio. The risk-based capital ratios measure the adequacy of a bank's capital against the riskiness of its on- and off-balance sheet assets and activities. Failure to maintain adequate capital is a basis for "prompt corrective action" or other regulatory enforcement action. In assessing a bank's capital adequacy, regulators also consider other factors such as interest rate risk exposure, liquidity, funding and market risks, quality and level of earnings, concentrations of credit, quality of loans and investments, nontraditional activity risk, policy effectiveness, and management's overall ability to monitor and control risk.
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%. 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. Under the final capital rules that became effective on January 1, 2015, there was a requirement for a CET1 capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that may be distributed to shareholders or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital conversation buffer of 2.5% has been included in the minimum capital adequacy ratios as of March 31, 2025.
On April 17, 2024, based on its supervisory profile, the Bank was notified by the OCC that it established individual minimum capital ratios (“IMCR”) for the Bank. Specifically, the Bank is required to maintain the following ratios: a common equity tier 1 capital ratio of 10.00%, a Tier 1 capital ratio of 10.00%, a Tier 1 leverage ratio of 9.00% and a total capital ratio of 11.50%. As of December 31, 2024, the Bank did not meet all of its regulatory capital requirements. During 2024, the Bank significantly reduced its total and risk-based assets to work towards achieving the OCC requirements.
On January 14, 2025, the Bank entered into an agreement with the OCC (the "OCC Agreement"), pursuant to which the Bank agreed, through its board of directors to take certain actions in the areas of strategic planning, capital planning, Bank Secrecy Act / Anti-Money Laundering risk management, payment activities oversight, credit administration and concentrations risk management. The Bank’s Board appointed a Compliance Committee in January 2025, as required, to oversee the progress and compliance with the OCC Agreement.
The Bank has been working to address each of the items identified in the OCC Agreement. The Company has completed the Private Placement in March 2025, which was critical to address the Capital Plan and Higher Minimums Articles and pivotal to the Strategic Plan Article in the OCC Agreement.
On January 17, 2025, the OCC notified the Bank that, in connection with the entry into the OCC Agreement, the individual minimum capital ratios previously established on April 17, 2024 for the Bank has been terminated.
The Capital Plan and Higher Minimums Articles in the OCC Agreement established capital minimums that need to be met and maintained. The Bank is required to maintain the following ratios: a common equity tier 1 capital ratio of 10.00%, a Tier 1 capital ratio of 10.00%, a Tier 1 leverage ratio of 9.00% and a total capital ratio of 11.50%. As of March 31, 2025, the Private Placement resulted in capital ratios that are in excess of the minimums required by the OCC Agreement. Although the Private Placement on March 20, 2025, has resulted in the Bank's capital ratios exceeding both standard "well capitalized" levels and the higher minimums set forth in the Formal Agreement, the Bank remains classified as "adequately capitalized" rather than "well capitalized" due to the specific terms of that agreement.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The Company and Bank’s regulatory capital amounts and ratios at March 31, 2025 and December 31, 2024 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2025 | | December 31, 2024 |
| | Patriot National Bancorp, Inc. | | Patriot Bank, N.A. | | Patriot National Bancorp, Inc. | | Patriot Bank, N.A. |
| (Dollar amounts in thousands) | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
| Total Capital (to risk weighted assets): | | | | | | | | | | | | | | | | |
| Actual | | $ | 93,939 | | | 13.41 | % | | $ | 98,985 | | | 14.13 | % | | $ | 44,534 | | | 6.07 | % | | $ | 56,536 | | | 7.71 | % |
| To be Well Capitalized | (1) | — | | | — | | | 70,029 | | | 10.00 | % | | — | | | — | | | 73,309 | | | 10.00 | % |
| | | | | | | | | | | | | | | | |
| For capital adequacy | | 56,028 | | | 8.00 | % | | 56,023 | | | 8.00 | % | | 58,667 | | | 8.00 | % | | 58,648 | | | 8.00 | % |
| Individual minimum capital ratio | (2) | — | | | — | % | | 80,533 | | | 11.50 | % | | — | | | — | % | | 84,306 | | | 11.50 | % |
| | | | | | | | | | | | | | | | |
| Tier 1 Capital (to risk weighted assets): | | | | | | | | | | | | | | | | |
| Actual | | 82,111 | | | 11.72 | % | | 95,345 | | | 13.62 | % | | 33,545 | | | 4.57 | % | | 55,546 | | | 7.58 | % |
| To be Well Capitalized | (1) | — | | | — | | | 56,023 | | | 8.00 | % | | — | | | — | | | 58,648 | | | 8.00 | % |
| | | | | | | | | | | | | | | | |
| For capital adequacy | | 42,021 | | | 6.00 | % | | 42,017 | | | 6.00 | % | | 44,001 | | | 6.00 | % | | 43,986 | | | 6.00 | % |
| Individual minimum capital ratio | (2) | — | | | — | % | | 70,029 | | | 10.00 | % | | — | | | — | % | | 73,309 | | | 10.00 | % |
| | | | | | | | | | | | | | | | |
Common Equity Tier 1 Capital
(to risk weighted assets): | | | | | | | | | | | | | | | | |
| Actual | | 74,111 | | | 10.58 | % | | 95,345 | | | 13.62 | % | | 25,545 | | | 3.48 | % | | 55,546 | | | 7.58 | % |
| To be Well Capitalized | (1) | — | | | — | | | 45,519 | | | 6.50 | % | | — | | | — | | | 47,651 | | | 6.50 | % |
| | | | | | | | | | | | | | | | |
| For capital adequacy | | 31,516 | | | 4.50 | % | | 31,513 | | | 4.50 | % | | 33,000 | | | 4.50 | % | | 32,989 | | | 4.50 | % |
| Individual minimum capital ratio | (2) | — | | | — | % | | 70,029 | | | 10.00 | % | | — | | | — | % | | 73,309 | | | 10.00 | % |
| | | | | | | | | | | | | | | | |
| Tier 1 Leverage Capital (to average assets): | | | | | | | | | | | | | | | | |
| Actual | | 82,111 | | | 7.95 | % | | 95,345 | | | 9.23 | % | | 33,545 | | | 3.50 | % | | 55,546 | | | 5.79 | % |
| To be Well Capitalized | (1) | — | | | — | | | 51,662 | | | 5.00 | % | | — | | | — | | | 47,948 | | | 5.00 | % |
| For capital adequacy | | 41,339 | | | 4.00 | % | | 41,329 | | | 4.00 | % | | 38,368 | | | 4.00 | % | | 38,358 | | | 4.00 | % |
| Individual minimum capital ratio | (2) | — | | | — | % | | 92,991 | | | 9.00 | % | | — | | | — | % | | 86,306 | | | 9.00 | % |
(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. Under the OCC Agreement the Bank will not be designated as Well Capitalized until the OCC has evaluated the sustainability of the minimum capital ratios.
(2) The Capital ratios established by the OCC began to be required on April 17,2024. It was not applicable to periods prior to that date and does not apply to bank holding companies - the Company.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 12. Fair Value and Interest Rate Risk
Patriot measures the carrying value of certain financial assets and liabilities at fair value, as required by its policies as a financial institution and by US GAAP. The carrying values of certain assets and liabilities are measured at fair value on a recurring basis, such as available-for-sale securities; while other assets and liabilities are measured at fair value on a non-recurring basis due to external factors requiring management’s judgment to estimate potential losses of value resulting in asset impairments or the establishment of valuation reserves. Measuring assets and liabilities at fair value may result in fluctuations to carrying value that have a significant impact on the results of operations or other comprehensive income for the period and period over period.
Following is a detailed summary of the guidance provided by US GAAP regarding the application of fair value measurements and Patriot’s application thereof. Additionally, the following information includes detailed summaries of the effects fair value measurements have on the carrying amounts of asset and liabilities presented in the Consolidated Financial Statements.
The objective of fair value measurement is to value an asset that may be sold or a liability that may be transferred at the estimated value which might be obtained in a transaction between unrelated parties under current market conditions. US GAAP establishes a framework for measuring assets and liabilities at fair value, as well as certain financial instruments classified in equity. The framework provides a fair value hierarchy, which prioritizes quoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, which are inputs for which market data are not available and that are developed by management using the best information available to develop assumptions about the value market participants might place on the asset to be sold or liability to be transferred.
The three levels of the fair value hierarchy consist of:
Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date (such as active exchange-traded equity securities and certain U.S. and government agency debt securities).
Level 2 - Observable inputs other than quoted prices included in Level 1, such as:
–Quoted prices for similar assets or liabilities in active markets (such as U.S. agency and government sponsored mortgage-backed securities)
–Quoted prices for identical or similar assets or liabilities in less active markets (such as certain U.S. and government agency debt securities, and corporate and municipal debt securities that trade infrequently)
–Other inputs that are observable for substantially the full term of the asset or liability (i.e. interest rates, yield curves, prepayment speeds, default rates, etc.).
Level 3 - Valuation techniques that require unobservable inputs that are supported by little or no market activity and are significant to the fair value measurement of the asset or liability (such as pricing and discounted cash flow models that typically reflect management’s estimates of the assumptions a market participant would use in pricing the asset or liability).
A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.
Cash and due from banks, restricted cash, and accrued interest receivable and payable
The carrying amount of cash and due from banks, restricted cash, and accrued interest receivable and payable approximates their fair value.
Available-for-sale securities
The fair value of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Other Investments
The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund, which is utilized by the Bank to satisfy its Community Reinvestment Act (“CRA”) lending requirements. As this fund operates as a private fund, shares in the fund are not publicly traded but may be redeemed with 60 days’ notice at cost. For that reason, the carrying amount was considered comparable to fair value at both March 31, 2025 and December 31, 2024 due to its short-term nature.
Federal Reserve Bank Stock and Federal Home Loan Bank Stock
Shares in the FRB and FHLB are purchased and redeemed based upon their $100 par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost.
Loans
The fair value of loan portfolio is estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We estimate the fair value of our loan portfolio using an exit price notion resulting in prior periods no longer being comparable. The exit price notion requires determination of the price at which willing market participants would transact at the measurement date under current market conditions depending on facts and circumstances, such as origination rates, credit risk, transaction costs, liquidity, national and regional market trends and other adjustments, utilizing publicly available rates and indices. The application of an exit price notion requires the use of significant judgment.
Loans Held for Sale
The fair value of loans held for sale is estimated by using a market approach that includes prices for loans sold awaiting settlement and other observable inputs. The Company has determined that the inputs used to value the loans held for sale fall within Level 2 of the fair value hierarchy.
SBA Servicing Asset
Servicing assets do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets using discounted cash flow models incorporating numerous assumptions from the perspective of a market participant including market discount rates and prepayment speeds. Due to the significant unobservable input related to the servicing rights, the SBA servicing asset is classified within Level 3 of the valuation hierarchy.
Other Real Estate Owned
The fair value of OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When fair value is based on unadjusted current appraised value, OREO is classified within Level 2 of the fair value hierarchy. Patriot classifies OREO within Level 3 of the fair value hierarchy when unobservable inputs are used to determine adjustments to appraised values. Patriot does not record OREO at fair value on a recurring basis, but rather initially records OREO at fair value on a non-recurring basis and then monitors property and market conditions that may indicate a change in value is warranted.
Derivative asset (liability) - Interest Rate Swaps
The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of interest rate swap agreements does not contain any counterparty risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy. See Note 8 for additional disclosures on derivatives.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Deposits
The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date.
The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits. Patriot does not record deposits at fair value on a recurring basis.
Senior Notes, Subordinated Notes, and Junior Subordinated Debt and Note Payable
Patriot does not record senior notes at fair value on a recurring basis. The fair value of the senior notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record subordinated notes at fair value on a recurring basis. The fair value of the subordinated notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record junior subordinated debt at fair value on a recurring basis. Junior subordinated debt reprices quarterly, as a result, the carrying amount is considered a reasonable estimate of fair value.
The Company considers its own credit worthiness in determining the fair value of its senior notes, subordinated notes, notes payable and junior subordinated debt.
Federal Home Loan Bank Borrowings
The fair value of FHLB advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances. Patriot does not record FHLB advances at fair value on a recurring basis.
Off-balance sheet financial instruments
Off-balance sheet financial instruments are based on interest rate changes and fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Patriot does not record the off-balance-sheet financial instruments (i.e., commitments to extend credit) at fair value on a recurring basis.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table provides a comparison of the carrying amounts and estimated fair values of Patriot’s financial assets and liabilities as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | March 31, 2025 | | December 31, 2024 |
| 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 | | $ | 2,530 | | | $ | 2,530 | | | $ | 3,295 | | | $ | 3,295 | |
| Interest-bearing deposits due from banks | Level 1 | | 118,505 | | | 118,505 | | | 144,273 | | | 144,273 | |
| Restricted cash | Level 1 | | 15,166 | | | 15,166 | | | 15,042 | | | 15,042 | |
| Available-for-sale securities | Level 2 | | 69,683 | | | 69,683 | | | 68,869 | | | 68,869 | |
| Available-for-sale securities | Level 3 | | 10,968 | | | 10,968 | | | 11,123 | | | 11,123 | |
| Other investments | Level 2 | | 4,450 | | | 4,450 | | | 4,450 | | | 4,450 | |
| Federal Reserve Bank stock | Level 2 | | 1,028 | | | 1,028 | | | 1,377 | | | 1,377 | |
| Federal Home Loan Bank stock | Level 2 | | 679 | | | 679 | | | 779 | | | 779 | |
| Loans receivable, net | Level 3 | | 667,480 | | | 646,943 | | | 700,167 | | | 675,901 | |
| Loans held for sale | Level 2 | | 20,814 | | | 20,814 | | | 15,702 | | | 15,702 | |
| Servicing assets | Level 3 | | 764 | | | 820 | | | 766 | | | 852 | |
| Other real estate owned | Level 2 | | 2,590 | | | 2,590 | | | 2,843 | | | 2,843 | |
| Accrued interest receivable | Level 2 | | 5,047 | | | 5,047 | | | 5,488 | | | 5,488 | |
| Interest rate swap receivable | Level 2 | | 62 | | | 62 | | | 83 | | | 83 | |
| | | | | | | | | |
| Financial assets, total | | | $ | 919,766 | | | $ | 899,285 | | | $ | 974,257 | | | $ | 950,077 | |
| | | | | | | | | |
| Financial Liabilities: | | | | | | | | | |
| Demand deposits | Level 2 | | $ | 80,363 | | | $ | 80,363 | | | $ | 119,212 | | | $ | 119,212 | |
| Negotiable order of withdrawal accounts | Level 2 | | 25,228 | | | 25,228 | | | 31,549 | | | 31,549 | |
| Savings deposits | Level 2 | | 38,362 | | | 38,362 | | | 38,743 | | | 38,743 | |
| Interest bearing DDA | Level 2 | | 131,299 | | | 131,299 | | | 205,995 | | | 205,995 | |
| Money market deposits | Level 2 | | 267,478 | | | 267,478 | | | 262,023 | | | 262,023 | |
| Time deposits | Level 2 | | 250,021 | | | 250,096 | | | 239,373 | | | 239,077 | |
| Brokered deposits | Level 1 | | 69,683 | | | 69,771 | | | 69,702 | | | 69,435 | |
| FHLB, FRB and correspondent bank borrowings | Level 2 | | — | | | — | | | 3,000 | | | 3,000 | |
| Senior notes | Level 2 | | 7,610 | | | 7,524 | | | 11,861 | | | 11,677 | |
| Subordinated debt | Level 2 | | 8,112 | | | 7,947 | | | 9,898 | | | 9,575 | |
| Junior subordinated debt owed to unconsolidated trust | Level 2 | | 8,149 | | | 8,149 | | | 8,147 | | | 8,147 | |
| Note payable | Level 3 | | 109 | | | 106 | | | 162 | | | 158 | |
| Accrued interest payable | Level 2 | | 771 | | | 771 | | | 1,417 | | | 1,417 | |
| Interest rate swap liability | Level 2 | | 62 | | | 62 | | | 83 | | | 83 | |
| | | | | | | | | |
| Financial liabilities, total | | | $ | 887,247 | | | $ | 887,156 | | | $ | 1,001,165 | | | $ | 1,000,091 | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant
Observable Inputs
(Level 2) | | Significant
Unobservable Inputs
(Level 3) | | Total |
| March 31, 2025: | | | | | | | |
| U. S. Government agency and mortgage-backed securities | $ | — | | | $ | 61,001 | | | $ | — | | | $ | 61,001 | |
| Corporate bonds | — | | | 1,669 | | | 10,968 | | | 12,637 | |
| Subordinated notes | — | | | 3,550 | | | — | | | 3,550 | |
| SBA loan pools | — | | | 3,463 | | | — | | | 3,463 | |
| Municipal bonds | — | | | — | | | — | | | — | |
| Available-for-sale securities | $ | — | | | $ | 69,683 | | | $ | 10,968 | | | $ | 80,651 | |
| | | | | | | |
| Interest rate swap receivable | $ | — | | | $ | 62 | | | $ | — | | | $ | 62 | |
| | | | | | | |
| Interest rate swap liability | $ | — | | | $ | 62 | | | $ | — | | | $ | 62 | |
| | | | | | | |
| December 31, 2024: | | | | | | | |
| U. S. Government agency and mortgage-backed securities | $ | — | | | $ | 60,223 | | | $ | — | | | $ | 60,223 | |
| Corporate bonds | — | | | 1,612 | | | 11,123 | | | 12,735 | |
| Subordinated notes | — | | | 3,461 | | | — | | | 3,461 | |
| SBA loan pools | — | | | 3,573 | | | — | | | 3,573 | |
| Municipal bonds | — | | | — | | | — | | | — | |
| Available-for-sale securities | $ | — | | | $ | 68,869 | | | $ | 11,123 | | | $ | 79,992 | |
| | | | | | | |
| Interest rate swap receivable | $ | — | | | $ | 83 | | | $ | — | | | $ | 83 | |
| | | | | | | |
| Interest rate swap liability | $ | — | | | $ | 83 | | | $ | — | | | $ | 83 | |
As of March 31, 2025 and December 31, 2024, four corporate bonds were classified as Level 3 instruments. The fair values of these securities were determined using a present value approach. The discount rate assumed was determined based on unobservable inputs in a pricing model. During the three months ended March 31, 2025 and 2024, the Company had no transfers into or out of Levels 1, 2 or 3.
The reconciliation of the beginning and ending balances during the three months ended March 31, 2025 and 2024 for Level 3 available-for-sale securities is as follows:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| (In thousands) | 2025 | | 2024 | | | | |
| Level 3 fair value, beginning of period | $ | 11,123 | | | $ | 10,262 | | | | | |
| Purchases | — | | | — | | | | | |
| Realized gain (loss) | — | | | — | | | | | |
| Unrealized loss | (155) | | | (73) | | | | | |
| Transfers in and /or out of Level 3 | — | | | — | | | | | |
| Level 3 fair value, end of period | $ | 10,968 | | | $ | 10,189 | | | | | |
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Patriot discloses fair value information about financial instruments, whether or not recognized in the consolidated balance sheet, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements and, accordingly, the aggregate fair value amounts presented do not necessarily represent the complete underlying value of financial instruments included in the consolidated financial statements.
Patriot measures certain financial assets and financial liabilities at fair value on a non-recurring basis. When circumstances dictate (e.g., impairment of long-lived assets, other than temporary impairment of collateral value), the carrying values of such financial assets and financial liabilities are adjusted to fair value or fair value less costs to sell, as may be appropriate.
The table below presents the valuation methodology and unobservable inputs for level 3 assets measured at fair value on a non-recurring basis as of March 31, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Fair Value | | Valuation
Methodology | | Unobservable Inputs | | Range of Inputs |
| March 31, 2025: | | | | | | | | | |
| Individually evaluated loans, net | $ | 28,677 | | | Real Estate Appraisals | | Discount for appraisal type | | 5.8 | % | - | 20% |
| | | | | | | | | |
| Servicing assets | 820 | | | Discounted Cash Flows | | Market discount rates | | 14.73 | % | - | 14.90% |
| | | | | | | | | |
| December 31, 2024: | | | | | | | | | |
| Individually evaluated loans, net | $ | 24,552 | | | Real Estate Appraisals | | Discount for appraisal type | | 5.8 | % | - | 20% |
| | | | | | | | | |
| Servicing assets | 852 | | | Discounted Cash Flows | | Market discount rates | | 14.73 | % | - | 14.90% |
The estimated fair value amounts have been measured as of March 31, 2025 and December 31, 2024, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued.
The information presented should not be interpreted as an estimate of the total fair value of Patriot’s assets and liabilities, since only a portion of Patriot’s assets and liabilities are required to be measured at fair value for financial reporting purposes. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between Patriot’s fair value disclosures and those of other bank holding companies may not be meaningful.
In the normal course of its operations, Patriot assumes interest rate risk (i.e., the risk that general interest rate levels will fluctuate). As a result, the fair value of Patriot’s financial assets and liabilities are affected when interest market rates change, which change may be either favorable or unfavorable. Management attempts to mitigate interest rate risk by matching the maturities of its financial assets and liabilities. However, borrowers with fixed rate obligations are less likely to prepay their obligations in a rising interest rate environment and more likely to prepay their obligations in a falling interest rate environment. Conversely, depositors receiving fixed rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors market rates of interest and the maturities of its financial assets and financial liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy.
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 13. Segment Information
The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered. Patriot’s only business segment is Community Banking. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated and financial performance is evaluated on a company-wide basis, as presented in the Company’s Consolidated Statements of Income. The CODM will evaluate the financial performance of the Company’s business such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results on a consolidated basis are used in assessment performance and in establishing compensation. Interest earning assets consist of commercial and consumer loans, investment securities and cash and provide the majority of interest income in the Community Banking segment. Interest bearing liabilities consist of nonmaturity and time deposits, FHLB and FRB advances and other borrowings and generate the majority of interest expense. The consolidated results of operations also include provisions for credit losses, noninterest income and expenses. All operations are domestic.
The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheet.
Note 14. Subsequent Events
The Company has evaluated all events or transactions that occurred through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable or non-recognizable subsequent events.