“Safe Harbor” Statement Under Private Securities Litigation Reform Act of 1995

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Certain statements contained in the Company’s public statements, including this one, and in particular in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may be forward-looking and subject to a variety of risks and uncertainties. These factors include, but are not limited to: (1) changes in prevailing interest rates which would affect the interest earned on the Company’s interest earning assets and the interest paid on its interest bearing liabilities; (2) the timing of re-pricing of the Company’s interest earning assets and interest bearing liabilities; (3) the effect of changes in governmental monetary policy; (4) the effect of changes in regulations applicable to the Company and the Bank and the conduct of its business; (5) changes in competition among financial service companies, including possible further encroachment of non-banks on services traditionally provided by banks; (6) the ability of competitors that are larger than the Company to provide products and services which it is impracticable for the Company to provide; (7) the state of the economy and real estate values in the Company’s market areas, and the consequent effect on the quality of the Company’s loans; (8) recent governmental initiatives that are expected to have a profound effect on the financial services industry and could dramatically change the competitive environment of the Company; (9) other legislative or regulatory changes, including those related to residential mortgages, changes in accounting standards, and Federal Deposit Insurance Corporation (“FDIC”) premiums that may adversely affect the Company; (10) the application of generally accepted accounting principles, consistently applied; (11) the fact that one period of reported results may not be indicative of future periods; (12) the state of the economy in the greater New York metropolitan area and its particular effect on the Company's customers, vendors and communities and other such factors, including risk factors, as may be described in the Company’s other filings with the Securities and Exchange Commission (the “SEC”).

 

Although the Company believes that it offers competitive loan and deposit products and has the resources needed for continued success, future revenues and interest spreads and yields cannot be reliably predicted. These trends may cause the Company to adjust its operations in the future. Because of the foregoing and other factors, recent trends should not be considered reliable indicators of future financial results or stock prices.

 

 

PART I

 

ITEM 1. Business

 

General

 

Patriot National Bancorp, Inc. (the “Company”), a Connecticut corporation, is a one-bank holding company for Patriot Bank, N.A, a national banking association headquartered in Stamford, Fairfield County, Connecticut (the “Bank”) (collectively, “Patriot”). The Bank received its charter and commenced operations as a national bank on August 31, 1994. The Bank has a total of nine branch offices comprised of seven branch offices located in Fairfield and New Haven Counties, Connecticut and two branch offices located in Westchester County, New York as of December 31, 2017. The Bedford branch was closed February 28, 2018 and its business and staff transferred to the Scarsdale branch.

 

On March 11, 2003, the Company formed Patriot National Statutory Trust I (the “Trust”) for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures issued by the Company. The Company primarily invested the funds from the issuance of the debt in the Bank. The Bank used the proceeds to fund general operations.

 

On October 15, 2010, pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”), the Company issued and sold to PNBK Holdings LLC (“Holdings”), an investment limited liability company controlled by Michael Carrazza, 3.36 million shares of its common stock at a purchase price of $15.00 per share (adjusted for a 1-for-10 reverse stock split discussed below) for an aggregate purchase price of $50.4 million. The shares sold to Holdings represented 87.6% of the Company’s then issued and outstanding common stock. In connection with the reverse stock split, the par value of the common stock was changed to $0.01 per share. Also in connection with the sale of shares, certain directors and officers of both the Company and the Bank resigned. Such directors and officers were replaced with nominees of Holdings and Michael Carrazza became the Chairman of the Board of the Company. In January 2018, Holding transferred 840,000 shares to its investors.

 

As of the date hereof, the only business of the Company is its ownership of all of the issued and outstanding capital stock of the Bank and the Trust. Except as specifically noted otherwise herein, the balance of the description of the Company’s business is a description of the Bank’s business.

 

On March 4, 2015, the Company effected a 1-for-10 reverse stock split.

 

On September 28, 2015, the Bank changed its name from Patriot National Bank to Patriot Bank, N.A. The name change came after the Bank reported eight consecutive quarters of increased earnings.

 

On January 26, 2017, the Board appointed Richard A. Muskus, Jr. President of Patriot. Mr. Muskus has served as Executive Vice President and Chief Lending Officer of the Bank since February 2014. Mr. Muskus’ appointment replaced Peter D. Cureau who was acting as the Interim President and Chief Operating Officer of Patriot and who continued to work with Mr. Carrazza in the office of the Chairman through the first quarter of 2017.

 

 

On May 10, 2017, Joseph D. Perillo was appointed as Chief Financial Officer of Patriot effective as of May 9, 2017. Mr. Perillo’s appointment was in response to the resignation of Neil M. McDonnell, who was the Chief Financial Officer of Patriot from January 5, 2016 through May 9, 2017 and who resigned on that date as an Executive Vice President and Chief Financial Officer.

 

Business Operations

 

The Bank offers commercial real estate loans, commercial business loans, and a variety of consumer loans with an emphasis on serving the needs of individuals, small and medium-sized businesses and professionals. The Bank previously had offered loans on residential real estate, but discontinued doing so during 2013. The Bank’s lending activities are conducted principally in Fairfield and New Haven Counties in Connecticut and Westchester County in New York, although the Bank’s loan business is not necessarily limited to these areas.

 

Consumer and commercial deposit accounts offered include: checking, interest-bearing negotiable order of withdrawal “NOW”, money market, time certificates of deposit, savings, Certificate of Deposit Account Registry Service CDARS, Individual Retirement Accounts (“IRAs”), and Health Savings Accounts (“HSAs”). Other services offered by the Bank include Automated Clearing House (“ACH”) transfers, lockbox, internet banking, bill paying, remote deposit capture, debit cards, money orders, traveler’s checks, and automatic teller machines (“ATMs”). In addition, the Bank may in the future offer other financial services.

 

The Bank’s branch office locations are summarized as follows:

 

Branch No.		City		County		State
1		Darien		Fairfield		Connecticut
2		Fairfield		Fairfield		Connecticut
3		Greenwich		Fairfield		Connecticut
4		Milford		New Haven		Connecticut
5		Norwalk		Fairfield		Connecticut
6		Stamford		Fairfield		Connecticut
7		Westport		Fairfield		Connecticut
8		Scarsdale		Westchester		New York

 

The Stamford, Connecticut location serves as Patriot’s headquarters. Additionally, the Bank also operates a loan origination office at its Stamford location.

 

 

The Bank’s employees perform most routine day-to-day banking transactions. The Bank has entered into a number of arrangements with third-party outside service providers, who provide services such as correspondent banking, check clearing, data processing services, credit card processing and armored car carrier transport.

 

In the normal course of business, subject to applicable government regulations, the Bank invests a portion of its assets in investment securities, which may include government securities. The Bank’s investment portfolio strategy is to maintain a balance of high-quality diversified investments that minimizes risk, maintains adequate levels of liquidity, and limits exposure to interest rate and credit risk. Guaranteed U.S. federal government issues currently comprise the majority of the Bank’s investment portfolio.

 

Employees

 

As of December 31, 2017, Patriot had 102 full-time employees and 7 part-time employees. None of Patriot’s employees are covered by a collective bargaining agreement.

 

Competition

 

The Bank competes with a variety of financial institutions for loans and deposits in its market area. These include larger financial institutions with greater financial resources, larger branch systems and higher lending limits, as well as the ability to conduct larger advertising campaigns to attract business. The larger financial institutions may also offer additional services such as trust and international banking, which the Bank is not equipped to offer directly. When the need arises, arrangements are made with correspondent financial institutions to provide such services. To attract business in this competitive environment, the Bank relies on local promotional activities, personal contact by officers and directors, customer referrals, and its ability to distinguish itself by offering personalized and responsive banking service.

 

The customer base of the Bank generally is meant to be diversified, so that there is not a concentration of either loans or deposits within a single industry, a group of industries, or a single person or groups of people. The Bank is not dependent on one or a few major customers for its lending or deposit activities, the loss of any one of which would have a material adverse effect on the business of the Bank.

 

The Bank’s loan customers extend beyond the towns and cities in which the Bank has branch offices, including nearby towns in Fairfield and New Haven Counties in Connecticut, and Westchester County and the five boroughs of New York City in New York, although the Bank’s loan business is not necessarily limited to these areas. While the Bank does not currently hold or intend to attract significant deposit or loan business from major corporations with headquarters in its market area, the Bank believes that small manufacturers, distributors and wholesalers, and service industry professionals and related businesses, which have been attracted to this area, as well as the individuals that reside in the area, represent current and potential customers of the Bank.

 

In recent years, intense market demands, economic pressures, and significant legislative and regulatory actions have eroded banking industry classifications, which were once clearly defined, and have increased competition among banks, as well as other financial services institutions including non-bank competitors. This increase in competition has caused banks and other financial services institutions to diversify their services and become more cost effective. The impact of market dynamics, legislative, and regulatory changes on banks and other financial services institutions has increased customer awareness of product and service differences among competitors and increased merger activity among banks and other financial services institutions.

 

 

Supervision and Regulation

 

As a bank holding company, the Company’s operations are subject to regulation, supervision, and examination by the Board of Governors of the Federal Reserve System (the “Fed”). The Fed has established capital adequacy guidelines for bank holding companies that are similar to the Office of the Comptroller of the Currency’s (“OCC”) capital guidelines applicable to the Bank. The Bank Holding Company Act of 1956, as amended (the “BHC”), limits the types of companies that a bank holding company may acquire or organize and the activities in which it or they may engage. In general, bank holding companies and their subsidiaries are only permitted to engage in, or acquire direct control of, any company engaged in banking or in a business so closely related to banking as to be a proper incident thereto. Federal legislation enacted in 1999 authorizes certain entities to register as financial holding companies. Registered financial holding companies are permitted to engage in businesses, including securities and investment banking businesses, which are prohibited to bank holding companies. The creation of financial holding companies has had no significant impact on the Company.

 

Under the BHC, the Company is required to file a quarterly report of its operations with the Fed. Patriot and any of its subsidiaries are subject to examination by the Fed. In addition, the Company will be required to obtain the prior approval of the Fed to acquire, with certain exceptions, more than 5% of the outstanding voting stock of any bank or bank holding company, to acquire all or substantially all of the assets of a bank, or to merge or consolidate with another bank holding company. Moreover, Patriot and any of its subsidiaries are prohibited from engaging in certain tying arrangements, in connection with any extension of credit or provision of any property or services. The Bank is also subject to certain restrictions imposed by the Federal Reserve Act on issuing any extension of credit to the Company or any of its subsidiaries, or making any investments in the stock or other securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. If the Company wants to engage in businesses permitted to financial holding companies, but not to bank holding companies, it would need to register with the Fed as a financial holding company.

 

The Fed has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses its view that a bank holding company should pay cash dividends only to the extent that the bank holding company’s net income for the past year is sufficient to cover both the cash dividend and a rate of earnings retention that is consistent with the bank holding company’s capital needs, asset quality, and overall financial condition. The Fed has also indicated that it would be inappropriate for a bank holding company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Fed, if any its subsidiaries is classified as “undercapitalized”, the bank holding company may be prohibited from paying dividends.

 

A bank holding company is required to give the Fed prior written notice of any purchase or redemption of its outstanding equity securities, if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated retained earnings. The Fed may disapprove of such a purchase or redemption, if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Fed order, or any condition imposed by, or written agreement with, the Fed.

 

 

The Company is subject to capital adequacy rules and guidelines issued by the Fed and the FDIC and the Bank is subject to capital adequacy rules and guidelines issued by the OCC. These substantially identical rules and guidelines require Patriot to maintain certain minimum ratios of capital to adjusted total assets and/or risk-weighted assets. Under the provisions of the FDIC Improvements Act of 1991, the federal regulatory agencies are required to implement and enforce these rules in a stringent manner. The Company is also subject to applicable provisions of Connecticut law, insofar as they do not conflict with, or are not otherwise preempted by, federal banking law. Patriot’s operations are subject to regulation, supervision, and examination by the FDIC and the OCC.

 

Federal and state banking regulations govern, among other things, the scope of the business of a bank, a bank holding company, or a financial holding company, the investments a bank may make, deposit reserves a bank must maintain, the establishment of branches, and the activities of a bank with respect to mergers and acquisitions. The Bank is a member of the Fed and, as such, is subject to applicable provisions of the Federal Reserve Act and regulations thereunder. The Bank is subject to the federal regulations promulgated pursuant to the Financial Institutions Supervisory Act that are designed to prevent banks from engaging in unsafe and unsound practices, as well as various other federal, state, and consumer protection laws. The Bank is also subject to the comprehensive provisions of the National Bank Act.

 

The OCC regulates the number and locations of branch offices of a national bank. The OCC may only permit a national bank to maintain branches in locations and under the conditions imposed by state law upon state banks. At this time, applicable Connecticut banking laws do not impose any material restrictions on the establishment of branches by Connecticut banks throughout Connecticut. New York State law is similar; however, the Bank cannot establish a branch in a New York town with a population of less than 50,000 inhabitants, if another bank is headquartered in that town.

 

The earnings and growth of Patriot and the banking industry in general are affected by the monetary and fiscal policies of the United States (“U.S.”) government and its agencies, particularly the Fed. The Open Market Committee of the Fed implements national monetary policy to curb inflation and combat recession. The Fed uses its power to adjust interest rates on U.S. government securities, the discount rate, and deposit reserve retention rates. The actions of the Fed influence the growth of bank loans, investments, and deposits. They also affect interest rates charged on loans and paid on deposits. The nature and impact of any future changes in monetary policies cannot be predicted.

 

 

In addition to other laws and regulations, Patriot is subject to the Community Reinvestment Act (“CRA”), which requires the federal bank regulatory agencies, when considering certain applications involving Patriot, to consider Patriot’s record of helping to meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The CRA was originally enacted because of concern over unfair treatment of prospective borrowers by banks and unwarranted geographic differences in lending patterns. Existing banks have sought to comply with the CRA in various ways; some banks have made use of more flexible lending criteria for certain types of loans and borrowers (consistent with the requirement to conduct safe and sound operations), while other banks have increased their efforts to make loans to help meet identified credit needs within the consumer community, such as those for home mortgages, home improvements, and small business loans. Compliance may also include participation in various government insured lending programs, such as Federal Housing Administration insured or Veterans Administration guaranteed mortgage loans, Small Business Administration loans, and participation in other types of lending programs such as high loan-to-value ratio conventional mortgage loans with private mortgage insurance. To date, the market area from which the Bank draws much of its business is in the towns and cities in which the Bank has branch offices, which are characterized by a very diverse ethnic, economic and racial cross-section of the population. As the Bank expands further, the market areas served by the Bank will continue to evolve. The Company and the Bank have not and will not adopt any policies or practices, which discourage credit applications from, or unlawfully discriminate against, individuals or segments of the communities served by the Bank.

 

On October 26, 2001, the United and Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) was enacted to further strengthen domestic security following the September 11, 2001 attacks. The Patriot Act amended various federal banking laws, particularly the Bank Secrecy Act, with the intent to curtail money laundering and other activities that might be undertaken to finance terrorist actions. The Patriot Act also requires that financial institutions in the U.S. enhance already established anti-money laundering policies, procedures and audit functions, and ensure that controls are reasonably designed to detect instances of money laundering through certain correspondent or private banking accounts. Verification of customer identification, maintenance of said verification records, and cross-checking names of new customers against government lists of known or suspected terrorists is also required. The Patriot Act was reauthorized and modified with the enactment of The USA Patriot Act Improvement and Reauthorization Act of 2005.

 

The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with the Exchange Act, files periodic reports, proxy statements, and other information with the SEC.

 

 

On July 20, 2002, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) was enacted, the primary purpose of which is to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes. Section 404 of Sarbanes-Oxley, entitled Management Assessment of Internal Controls, requires that each annual report include an internal control report which states that it is the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting, as well as an assessment by management of the effectiveness of the internal control structure and procedures for financial reporting. This section further requires that the external auditors attest to, and report on, the Company’s internal controls over financial reporting; although, Smaller Reporting Companies as defined by the SEC are exempt from this requirement. Sarbanes-Oxley contains provisions for the limitations of services that external auditors may provide, as well as requirements for the credentials of members of the Audit Committee of Patriot’s Board of Directors. In addition, Sarbanes-Oxley requires principal executive and principal financial officers to certify to the adequacy of internal controls over financial reporting and to the accuracy of financial information released to the public on a quarterly and annual basis. Specifically, Sarbanes-Oxley requires Patriot’s Chief Executive and Chief Financial officer to certify that, to their best of their knowledge, the financial information reported accurately presents the financial condition and results of operations of the Company and that it contains no untrue statement or omission of material fact. Patriot’s Chief Executive and Chief Financial officer also are required to certify to their responsibility for establishing and maintaining a system of internal controls, the design and implementation of which insures that all material information is made known to these officers or other responsible individuals; this certification also includes the evaluation of the effectiveness of disclosure controls and procedures, and the impact thereof, on the Company’s financial reporting.

 

Recent Legislative Developments 

 

Many of the provisions of The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) are aimed at financial institutions that are significantly larger than Patriot. Notwithstanding this, there are many other provisions that Patriot is subject to and had to comply with since July 21, 2010, including any applicable rules promulgated by the Consumer Financial Protection Bureau (“CFPB”). As rules and regulations are promulgated by the agencies responsible for implementing and enforcing Dodd-Frank, Patriot will have to address them to ensure compliance with such applicable provisions. Management expects the cost of compliance to increase, due to the regulatory burden imposed by Dodd-Frank.

 

Dodd-Frank also broadened the base for FDIC insurance assessments. Under rules issued by the FDIC in February 2011, the base for insurance assessments changed from domestic deposits to consolidated assets less tangible equity. Assessment rates are calculated using formulas that take into account the risks of the institution being assessed. The rule was effective beginning April 1, 2011 and did not have a material impact on the Company.

 

Financial reform legislation and the implementation of any rules ultimately issued could have adverse implications on the financial industry, the competitive environment, and the Bank’s ability to conduct business.

 

 

In July 2013, the Fed, the FDIC, and the OCC approved final rules establishing a new comprehensive capital framework for U.S. Banking organizations (the “New Capital Rules”). The New Capital Rules generally implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework (referred to as “Basel III”) for strengthening international capital standards. The New Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including Patriot, as compared to the current U.S. general risk-based capital rules. The New Capital Rules revise the definitions and the components of regulatory capital, as well as address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The New Capital Rules also address asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing general risk-weighting approach with a more risk-sensitive approach, based, in part, on the “standardized approach” adopted by the Basel Committee in 2004. In addition, the New Capital Rules implement certain provisions of Dodd-Frank. The New Capital Rules became effective for Patriot on January 1, 2015. Patriot has not experienced any difficulties in complying with the New Capital Rules.

 

Recent Developments with Regulators

 

The Company received overall satisfactory ratings in regulatory findings, with only minor corrective actions required in 2017.

 

Based on its satisfactory ratings reported to the Company on May 3, 2016, effective July 11, 2016, the Board of Governors of the Federal Reserve System (the “Fed”), the Company’s primary regulator, terminated its Supervisory Letter dated May 5, 2015 that placed certain restrictions on the Company. Citing the satisfactory condition of the Bank and a noted improvement in earnings, the Fed lifted restrictions on Patriot from issuing dividends in any form and creating new debt without prior written approval of the Federal Reserve Bank (“FRB”).

 

Available Information

 

The Company’s website address is https://www.bankpatriot.com; however, information found on, or that can be accessed through, the website is not incorporated by reference into this Form 10-K. The Company makes available free of charge on its website (under the links entitled “For Investors”, then “SEC filings”, then “Documents”), its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, information statements on Schedule 14C, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as practicable after such reports are electronically filed with or furnished to the SEC. Because the Company is an electronic filer, such reports are filed with the SEC and are also available on their website (http://www.sec.gov). The public may also read and copy any materials filed with the SEC at the SEC’s Public Reference Room, 100 F Street, N.E. Room 1580, Washington, DC 20549. Information about the Public Reference Room can be obtained by calling 1-800-551-8090 or SEC Investor Information Service 1-800-SEC-0330.

 

 

ITEM 1A. Risk Factors

 

Patriot’s financial condition and results of operation are subject to various risks inherent to its business, including those noted below.

 

The risks involved in the Bank’s commercial real estate loan portfolio are material.

 

The Bank’s commercial real estate loan portfolio constitutes a material portion of its assets and generally has different risks than residential mortgage loans. Commercial real estate loans often involve larger loan balances concentrated with single borrowers or groups of related borrowers as compared to single-family residential loans.

 

Because the repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, repayments of such loans can be affected by adverse conditions in the real estate market or local economy. A downturn in the real estate market within the Bank’s market area may adversely impact the value of properties securing these loans. These risks are partially offset by shorter terms, reduced loan-to-value ratios, and guarantor support of the borrower.

 

Real estate lending in the Bank’s core market involves risks related to a decline in value of commercial and residential real estate.

 

The market value of real estate can fluctuate significantly in a relatively short period of time, as a result of market conditions in the geographic area in which real estate is located. A significant portion of the Bank’s total loan portfolio is secured by real estate located in Fairfield County, Connecticut and Westchester County, New York, areas historically of high affluence that had been materially impacted by the financial troubles experienced by large financial service companies on Wall Street and other companies during the financial crisis. Since then, credit markets have become tighter and underwriting standards more stringent and the inability of purchasers of real estate to obtain financing will continue to impact the real estate market. Therefore, these loans may be subject to changes in grade, classification, accrual status, foreclosure, or loss, which could have an effect on the adequacy of the allowance for loan losses.

 

The Bank’s business is subject to various lending and other economic risks that could adversely impact its results of operations and financial condition.

 

Changes in economic conditions, particularly a continued economic slowdown in Fairfield County, Connecticut and the New York metropolitan area could result in the following consequences, any of which may have a material detrimental effect on the Bank’s business:

 

●

Increases in:

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Loan delinquencies;

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Problem assets and foreclosures; or

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Decreases in:

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Demand for the Bank’s products and services;

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Decreases in customer borrowing power that is caused by declines in the value of assets and/or collateral supporting the Bank’s loans, especially real estate.

 

During the years 2007 through 2009, the general economic conditions and specific business conditions in the United States, including Fairfield County, Connecticut and the New York metropolitan area deteriorated, resulting in increases in loan delinquencies, problem assets and foreclosures, and declines in the value and collateral associated with the Bank’s loans. During 2010 through 2017, however, the economic climate improved gradually, contributing to decreases in the Bank’s non-performing assets.

 

 

The Bank’s allowance for loan losses may not be adequate to cover actual losses.

 

Like all financial institutions, the Bank maintains an allowance for loan losses to provide for loan defaults and non-performance. The allowance for loan losses is based on an evaluation of the risks associated with the Bank’s loans receivable, as well as the Bank’s prior loss experience. Deterioration in general economic conditions and unforeseen risks affecting customers could have an adverse effect on borrowers’ capacity to timely repay their obligations before risk grades could reflect those changing conditions. Maintaining the adequacy of the Bank’s allowance for loan losses may require that the Bank make significant and unanticipated increases in the provision for loan losses, which would materially affect the results of operations and capital adequacy. The amount of future losses is susceptible to changes in economic, operating, and other conditions including changes in interest rates that may be beyond the Bank’s control and which losses may exceed current allowance estimates. Although the current economic environment has improved, conditions remain uncertain and may result in additional risk of loan losses.

 

Federal regulatory agencies, as an integral part of their examination process, review the Bank’s loan portfolio and assess the adequacy of the allowance for loan losses. The regulatory agencies may require the Bank to change classifications or grades on loans, increase the allowance for loan losses by recognizing additional loan loss provisions, or to recognize further loan charge-offs based upon their judgments, which may differ from the Bank’s. Any increase in the allowance for loan losses required by these regulatory agencies could have a negative effect on the Bank’s results of operations and financial condition. While management believes that the allowance for loan losses is currently adequate to cover inherent losses, further loan deterioration could occur, and therefore, management cannot assure shareholders that there will not be a need to increase the allowance for loan losses, or that the regulators will not require management to increase this allowance. Either of these occurrences could materially and adversely affect Patriot’s earnings and profitability.

 

Patriot is subject to certain risks with respect to liquidity.

 

"Liquidity" refers to Patriot’s ability to generate sufficient cash flows to support its operations and fulfill its obligations, including commitments by the Bank to originate loans, to repay its wholesale borrowings and other liabilities, and to satisfy the withdrawal of deposits by its customers.

 

Patriot’s primary sources of liquidity are the deposits the Bank acquires organically through its branch network, borrowed funds, primarily in the form of wholesale borrowings, and the cash flows generated through the collection of loan payments and on mortgage-related securities. In addition, depending on current market conditions, Patriot may have the ability to access the capital markets.

 

Deposit flows, calls of investment securities and wholesale borrowings, and prepayments of loans and mortgage-related securities are strongly influenced by such external factors as the direction of interest rates, whether actual or perceived; local and national economic conditions; and competition for deposits and loans in the markets served. Furthermore, changes to the underwriting guidelines for wholesale borrowings, or lending policies may limit or restrict Patriot’s ability to borrow, and could therefore have a significant adverse impact on its liquidity. A decline in available funding could adversely impact Patriot’s ability to originate loans, invest in securities, and meet its expenses, or to fulfill such obligations as repaying its borrowings or meeting deposit withdrawal demands.

 

 

The Bank’s business is subject to interest rate risk and variations in interest rates may negatively affect the Bank’s financial performance.

 

Patriot is unable to predict, with any degree of certainty, fluctuations of market interest rates, which are affected by many factors including inflation, recession, a rise in unemployment, a tightening money supply, domestic and international disorder, and instability in domestic and foreign financial markets. Changes in the interest rate environment may reduce Patriot’s profits. Patriot realizes income from the differential or “spread” between the interest earned on loans, securities, and other interest-earning assets and interest paid on deposits, borrowings, and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, an increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest on and principal of their obligations. Although Patriot has implemented strategies which are designed to reduce the potential effects of changes in interest rates on operations, these strategies may not always be successful. Accordingly, changes in levels of market interest rates could materially and adversely affect Patriot’s net interest spread, asset quality, levels of prepayments, and cash flow, as well as the market value of its securities portfolio and overall profitability.

 

Patriot’s investment portfolio includes securities that are sensitive to interest rates and variations in interest rates may adversely impact Patriot’s profitability.

 

Patriot’s security portfolio is classified as available-for-sale, and is comprised primarily of corporate debt and mortgage-backed securities, which are insured or guaranteed by the U.S. Government. These securities are sensitive to interest rate fluctuations. Unrealized gains or losses in the available-for-sale portfolio of securities are reported as a separate component of shareholders’ equity. As a result, future interest rate fluctuations may impact shareholders’ equity, causing material fluctuations from quarter to quarter. The inability to hold its securities until market conditions are favorable for a sale, or until payments are received on mortgage-backed securities, could adversely affect Patriot’s earnings and profitability.

 

Patriot is dependent on its locally-based management team and the loss of its senior executive officers or other key employees could impair its relationship with its customers and adversely affect its business and financial results.

 

The Bank’s success is dependent upon the continued services and skills of its long-term locally-based management team. The unexpected loss of services of one or more of these key personnel, because of their skills, knowledge of the Bank’s market, years of industry experience, and the difficulty of promptly finding qualified replacement personnel could have an adverse impact on the Bank’s business.

 

Patriot’s success also depends, in part, on its continued ability to attract and retain experienced commercial lenders and retail bankers, as well as other management personnel. The loss of services of several such key personnel could adversely affect Patriot’s growth and prospects, to the extent replacement personnel are not able to be identified and promptly retained. Competition for commercial lenders and retail bankers is strong, and Patriot may not be successful in retaining or attracting such personnel.

 

 

Patriot is subject to certain general affirmative debt covenants, which if it cannot comply, may result in default and actions taken against it by its debt holders.

 

In December 2016, the Company issued $12 million of senior notes (the “Senior Notes”) that contain certain affirmative covenants, which require the Company to: maintain its and its subsidiaries’ legal entity and tax status, pay its income tax obligations on a timely basis, and comply with SEC and FDIC reporting requirements. The Senior Notes are unsecured, rank equally with all other senior obligations of the Company, are not redeemable nor may they be put to the Company by the holders of the notes, and require no payment of principal until maturity.

 

The affirmative covenants contained in the Senior Note agreements are of a general nature and not uncommon in such debt agreements. Management does not anticipate an inability to maintain its compliance with the affirmative covenants contained in the notes as such compliance is inherent in the Bank’s continued operation and Patriot’s public company status, as well as management’s overall strategic plan.

 

A breach of information security could negatively affect Patriot’s earnings.

 

Patriot increasingly depends upon data processing, communications, and information exchange on a variety of computing platforms and networks, and the internet to conduct its business. Patriot cannot be certain that all of its systems are entirely free from vulnerability to attack, despite safeguards it has instituted. In addition, Patriot relies on the services of a variety of vendors to meet its data processing and communication needs. If information security is breached, information can be lost or misappropriated and could result in financial loss or costs to Patriot, or damages to others. These financial losses or costs could materially exceed the amount of Patriot’s insurance coverage, if applicable, which would have an adverse effect on its results of operations and financial condition. In addition, the Bank’s reputation could suffer if its database were breached, which could materially affect Patriot’s financial condition and results of operations.

 

The Bank is subject to environmental liability risk associated with its lending activities.

 

A significant portion of the Bank’s loan portfolio is secured by real property. During the ordinary course of business, the Bank may foreclose on, and take title to, properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties, which may make Patriot liable for remediation costs, as well as for personal injury and property damage. In addition, Patriot owns and operates certain properties that may be subject to similar environmental liability risks.

 

Environmental laws may require the Bank to incur substantial expense and may materially reduce the affected property's value, or limit the Bank’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Bank’s exposure to environmental liability. Although the Bank has policies and procedures requiring the performance of an environmental site assessment before loan approval or initiating any foreclosure action on real property, these assessments may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on Patriot’s financial condition and results of operations.

 

 

The Company relies on the dividends it receives from its subsidiary.

 

The Company is a separate and distinct legal entity from the Bank. The Company’s primary source of revenue is the dividends it receives from the Bank, which cash flow the Company uses to fund its activities, meet its obligations, and remit dividends to its shareholders. Various federal and state laws and regulations limit the amount of dividends that a bank may pay to its parent company. In addition, the Company’s right to participate in a distribution of assets, upon liquidation or reorganization of the Bank or another regulated subsidiary, may be subordinate to claims by the Bank’s or subsidiary's creditors. If the Bank were to be restricted from paying dividends to the Company, the Company’s ability to fund its activities, meet its obligations, or pay dividends to its shareholders might be curtailed. The inability to receive dividends from the Bank could therefore have a material adverse effect on the Company.

 

The price of the Company’s common stock may fluctuate.

 

The market price of the Company’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding the Company’s operations or business prospects. Among other factors, the Company’s stock price may be affected by:

 

●

Operating results that vary from the expectations of securities analysts and investors;

●

Developments in its business or in the financial services sector in-general;

●

Regulatory or legislative changes affecting its business or the financial services sector in-general;

●

Operating results or securities price performance of companies that investors consider being comparable to the Company;

●

Changes in estimates or recommendations by securities analysts or rating agencies;

●

Announcements of strategic developments, acquisitions, dispositions, financings, and other material events by the Company or the Company’s competitors; and

●

Changes or volatility in global financial markets and economies, general market conditions, interest or foreign exchange rates, stock, commodity, credit, or asset valuations.

 

 

Difficult market conditions have adversely affected the Company’s industry.

 

The Company is exposed to general downturns in the U.S. economy, and particularly downturns in the local Connecticut and New York markets in which it operates. Two significant impacts resulting from the financial crisis included the housing market suffering falling home prices leading to increased foreclosures and our customer base experiencing rampant unemployment and sustained under-employment. These conditions negatively impacted the credit performance of mortgage and construction loans, and resulted in significant asset-value write-downs by financial institutions, including government-sponsored enterprises, as well as major commercial and investment banks. The loss of mortgage and construction loan asset-value caused many financial institutions to seek additional capital, to merge with larger and financially stronger financial institutions and, in some cases, to fail. Many lenders and institutional investors reduced or ceased providing funding to borrowers, including other financial institutions. This market turmoil, and the tightening of credit by the Fed, led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and generally widespread reductions in business activity. The resulting economic pressure on consumers and lack of confidence in the financial markets has adversely affected the Company’s business, financial condition, and results of operations. A worsening of these conditions would likely exacerbate the adverse effects these difficult market conditions have had on the Company and other financial institutions. In particular:

 

●

Less than optimal economic conditions may continue to affect market confidence levels and may cause adverse changes in payment patterns, thereby causing increased delinquencies, which could affect the Bank’s provision for loan losses and charge-off of loans receivable.

●

The ability to assess the creditworthiness of the Bank’s customers, or to accurately estimate loan collateral value, may be impaired if the models and approaches the Bank uses becomes less predictive of future behaviors, valuations, assumptions, or estimates due to the unpredictable economic climate.

●

Increasing consolidation of financial services companies, as a result of current market conditions, could have unexpected adverse effects on the Bank’s ability to compete effectively.

 

The Bank may be required to pay significantly higher FDIC premiums, special assessments, or taxes that could adversely affect its earnings.

 

Market developments have significantly impacted the insurance fund of the FDIC. As a result, the Bank may be required to pay higher premiums, or special assessments, that could adversely affect earnings. The amount of premiums the FDIC requires for the insurance coverage it provides is outside the Bank’s control. If there are additional banks or financial institution failures, the Bank may be required to pay higher FDIC premiums than are currently assessed. Increases in FDIC insurance premiums, including any future increases or required prepayments, may materially adversely affect the Bank’s results of operations.

 

Patriot is subject to risks associated with taxation.

 

The amount of income taxes Patriot is required to pay on its earnings is based on federal and state legislation and regulations. Patriot provides for current and deferred taxes in its financial statements, based on the results of operations, business activity, legal structure, interpretation of tax statutes, assessment of risk of adjustment upon audit, and application of financial accounting standards. Patriot may take tax return filing positions for which the final determination of tax is uncertain. Patriot’s net income or loss and the related amount per share may be reduced, if a federal, state, or local tax authority assesses additional taxes, penalties, or interest that has not been provided for in the consolidated financial statements. There can be no assurance that Patriot will achieve its anticipated effective tax rate, due to a change in a tax law, or the result of a tax audit that disallows previously recognized tax benefits.

 

 

Risks associated with changes in technology.

 

Financial products and services have become increasingly technology-driven. The Bank’s ability to compete for new and meet the needs of existing customers, in a cost-efficient manner, is dependent on its ability to keep pace with technological advances and to invest in new technology as it becomes available. Many of the Bank’s competitors have greater resources to invest in technology and may be better equipped to market new technology-driven products and services. Failing to keep pace with technological change could have a material adverse impact on the Bank’s business and therefore on Patriot’s financial condition and results of operations.

 

Strong competition in Patriot’s geographical market could limit growth and profitability.

 

Competition in the banking and financial services industry is intense. Fairfield County, Connecticut and the New York City metropolitan areas have a high concentration of financial institutions including large money center and regional banks, community banks, and credit unions. Some of Patriot’s competitors offer products and services that the Bank currently does not offer, such as private banking and trust services. Many of these competitors have substantially greater resources and lending limits than the Bank, and may offer certain services that Patriot does not or cannot provide. Price competition might result in the Bank earning less on its loans and paying more for deposits, which would reduce net interest income. Patriot expects competition to increase in the future, as a result of legislative, regulatory and technological changes. Patriot’s profitability depends upon its continued ability to successfully compete in its geographical market.

 

Government regulation may have an adverse effect on Patriot’s profitability and growth.

 

Patriot is subject to extensive regulation, supervision, and examination by the OCC as the Bank’s chartering authority, the FDIC as the insurer of its deposits, and the Fed as its primary regulator. Changes in federal and state banking laws and regulations, or in federal monetary policies, could adversely affect the Bank’s profitability and continued growth. In light of recent events, legislative and regulatory changes are expected, but cannot be predicted. For example, new legislation or regulation could limit the manner in which Patriot may conduct its business, including the Bank’s ability to obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads. The laws, regulations, interpretations, and enforcement policies that apply to Patriot have been subject to significant, and sometimes retroactively applied, changes in recent years, and are likely to change significantly in the future.

 

Legislation enacted by the U.S. Congress, proposing significant structural reforms to the financial services industry, has, among other things, created the CFPB, which is given broad authority to regulate financial service providers and financial products. In addition, the Fed has passed guidance on incentive compensation at financial institutions it regulates and the United States Department of the Treasury and federal banking regulators have issued statements calling for higher capital and liquidity requirements. Complying with any new legislative or regulatory requirements and any programs established thereunder by federal and state governments, could have an adverse impact on Patriot’s operations and the results thereof.

 

 

Changing regulation of corporate governance and public disclosure.

 

Patriot is subject to laws, regulations, and standards relating to corporate governance and public disclosure, SEC rules and regulations, and NASDAQ rules. These laws, regulations, and standards are subject to varying interpretations, and as a result, their practical application may evolve over time as new guidance is provided by regulatory and governing bodies. Due to the evolving legal and regulatory environment, compliance may become more difficult and result in higher costs. Patriot is committed to maintaining high standards of corporate governance and public disclosure. As a result, Patriot’s efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. Patriot’s reputation may be harmed, if it does not continue to comply with these laws, regulations and standards.

 

The earnings of financial institutions are significantly affected by general business and economic conditions.

 

As a financial institution, Patriot’s operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short- and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, and the overall strength of the U.S. economy and the local economies in which it operates, all of which conditions are beyond Patriot’s control. In recent years, the financial services industry has experienced unprecedented upheaval, including the failure of some of the World’s leading financial institutions. Further deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values, and a decrease in demand for the Bank’s products and services, among other things, any of which could have a material adverse impact on Patriot’s results of operations and financial condition. Patriot cannot currently predict or implement plans to mitigate the effects of unknown future industry developments.

 

 

The Company is a “Controlled Company” within the meaning of the NASDAQ U.S. Market Rules and Regulations and, as a result, the Company qualifies for, and relies on, exemptions from certain corporate governance requirements.

 

Holdings controls a majority of the Company’s voting common stock. As a result, the Company is a “Controlled Company” within the meaning of Nasdaq corporate governance standards. Under the Nasdaq Rules and Regulations, a company of which more than 50% of the voting power is held by an individual, group or another company is considered a “Controlled Company”, which may utilize exemptions relating to certain Nasdaq corporate governance requirements, including:

●

Requiring the Board of Directors to be comprised of Independent Directors (as defined);

●

The requirement that the Company have a Nominating and Governance Committee that is composed entirely of independent directors;

●

The requirement that the Company have a Compensation Committee that is composed entirely of independent directors; and

●

The requirement for an annual performance evaluation of the Nominating and Governance and Compensation Committees.

 

As a result of these exemptions, the Company’s Nominating and Governance Committee and Compensation Committee do not consist entirely of independent directors and the Company is not required to have an annual performance evaluation of the Nominating and Governance and Compensation Committees. Accordingly, a holder of its common stock will not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

 

ITEM 1B. Unresolved Staff Comments

 

None.  

 

 

ITEM 2. Properties

 

The following table summarizes Patriot’s owned and leased properties, as of December 31, 2017:

 

Street Address		City		County		State
Owned:
233 Post Road		Darien		Fairfield		Connecticut
1755 Black Rock Turnpike		Fairfield		Fairfield		Connecticut
100 Mason Street		Greenwich		Fairfield		Connecticut
900 Bedford Street		Stamford		Fairfield		Connecticut
999 Bedford Street		Stamford		Fairfield		Connecticut
50 Charles Street		Westport		Fairfield		Connecticut
771 Boston Post Road		Milford		New Haven		Connecticut
50 Church Street		New Haven		New Haven		Connecticut
Leased:
16 River Street		Norwalk		Fairfield		Connecticut
415 Post Road East		Westport		Fairfield		Connecticut
432 Old Post Road		Bedford		Westchester		New York
495 Central Park Avenue		Scarsdale		Westchester		New York

 

At December 31, 2017, five branch buildings were owned and four branch facilities were leased. Additionally, the Bank maintains certain operating and administrative service facilities and additional parking at its main branch banking office, which is subject to three distinct lease agreements. Patriot’s lease agreements have terms ranging from one year to fifteen years with fourteen years and six months remaining on the longest lease term. Generally, Patriot’s lease agreements contain rent escalation clauses, and renewals for one or more periods at the Bank’s option. On February 28, 2018, the Bedford branch was closed and its business and staff transferred to the Scarsdale branch.

 

On May 1, 2017, Patriot completed renovation on 999 Bedford Street, Stamford and moved certain corporate staff and its main branch banking office to this location, which was purchased in November 2014.

 

In 2014, the Bank purchased its Milford branch building and two new buildings for its Darien and Westport branches. In 2015, the Darien branch moved into its newly renovated building and, once renovations are completed, the Westport branch will move to its new building.

 

In 2013, Patriot purchased 900 Bedford Street, Stamford, Connecticut. In 2015, Patriot moved its corporate headquarters and main branch banking office to this location, leaving some operational departments at the old leased location.

 

In 2013, the Bank purchased its Greenwich branch building.

 

At three of its branch buildings, the Bank has excess space that it leases to seven unrelated parties.

 

For additional information, see the Commitment and Contingencies footnote disclosure in the Consolidated Financial Statements included herein.

 

ITEM 3. Legal Proceedings

 

Other than ordinary routine litigation incidental to its business, neither the Company nor the Bank has any pending legal proceedings to which the Company or the Bank is a party or any of its property is subject.

 

ITEM 4. Mine Safety Disclosures

 

Not applicable.

 

 

PART II

 

ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

The Company’s Common Stock is traded on the Nasdaq Global Market under the Symbol “PNBK.” On March 27, 2018, the last sale price for the Company’s Common Stock was $19.25.

 

The following table sets forth the high and low sales prices of the Company’s Common Stock during each of the calendar quarters of the last two fiscal years.

 

		Year ended December 31,
		2017											2016
		Sales Price								Cash dividends			Sales Price								Cash dividends
Quarter ended		High				Low				declared			High				Low				declared
March 31,		$	15.40				13.85			-			$	15.50				12.57			-
June 30,		$	17.50				14.60			-			$	14.98				12.80			-
September 30,		$	17.50				15.90			0.01			$	16.50				12.80			-
December 31,		$	18.30				16.63			0.01			$	15.24				13.00			-

 

Holders

 

There were approximately 258 shareholders of record of the Company’s Common Stock as of December 31, 2017. This number does not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms or other nominees.

 

Dividends

 

The Company’s ability to pay dividends is dependent on the Bank’s ability to pay dividends to the Company. The Bank can pay dividends to the Company pursuant to a dividend policy requiring compliance with the Bank's OCC-approved capital program, in compliance with applicable law, and with the prior written determination of no supervisory objection by the Assistant Deputy Comptroller. In addition to the capital program, certain other restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the OCC is required to pay dividends in excess of the Bank’s earnings retained in the current year plus retained net earnings for the preceding two years. The Company is also prohibited from paying dividends that would reduce its capital ratios below minimum regulatory requirements. OCC regulations impose limitations upon all capital distributions by commercial institutions, like the Bank, such as dividends and payments to repurchase or otherwise acquire shares. The Company may not declare or pay cash dividends on or repurchase any of its shares of common stock, if the effect thereof would cause stockholders’ equity to be reduced below applicable regulatory capital maintenance requirements, or if such declaration and payments would otherwise violate regulatory requirements.

 

On July 17, 2017, the Company announced its intention to begin making quarterly cash dividend payments. For the year ended December 31, 2017, the Company paid cash dividends of $77,000. No dividend was declared and paid for the years ended December 31, 2016 and 2015.

 

Recent Sales of Unregistered Securities

 

During the fourth quarter of 2017, the Company did not have any sales of unregistered securities.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None.

 

 

Performance Graph

 

The performance graph compares the Company’s cumulative total shareholder return on its common stock over the last five fiscal years to the NASDAQ Community Bank Total Return Index and the S&P 500 Total Return Index. Total shareholder return is measured by dividing the sum of the cumulative amount of dividends for the measurement period (assuming dividend reinvestment) and the Company’s share price at the end of the measurement period, by the share price at the beginning of the measurement period.

 

PATRIOT NATIONAL BANCORP

TOTAL RETURN PERFORMANCE

 

 

 

		Period Ending December 31,
		2012				2013				2014				2015				2016				2017
Patriot National Bancorp ("PNBK")			100.00	%			83.20	%			131.36	%			116.40	%			112.40	%			142.80	%
Nasdaq Community Bank Total Return Index ("XABQ")			100.00	%			141.68	%			148.28	%			162.44	%			225.41	%			231.20	%
S&P 500 Total Return Index ("SP500TR")			100.00	%			132.39	%			150.51	%			152.59	%			170.84	%			208.14	%

 

 

Stock Repurchases

 

The following table presents share repurchases of Patriot’s common stock during the each of the months in the year ended December 31, 2017 and 2016.

 

 

Period Beginning		Period Ending		No. of Shares Purchased(1)					Average Price Paid per Share				No. of Shares Purchased as part of Publicly Announced Plans(1)			Maximum No. of Shares that may yet be Purchased Under the Plans(1)
November 1, 2016		November 30, 2016			629				$	13.73			629			498,853
December 1, 2016		December 31, 2016			71,324				$	14.04			71,324			427,529
Year ended December 31, 2016					71,953				$	14.04
August 1, 2017		August 31, 2017			100		(2)		$	17.10			0 (2)
Year ended December 31, 2017					100				$	17.10

 

	(1)	All shares have been repurchased in connection with the stock repurchase program (the "Program") authorized by the Company's Board of Directors on July 29, 2016. The Program authorized the Company's chairman to direct the Company to repurchase up to 500,000 shares of Patriot's common stock on the open-market or in private transactions, through July 31, 2017.
	(2)	After the Program closed, one shareholder elected to sell 100 shares back to the Company. This transaction was accepted and executed on the same terms as those executed during the Program.

 

 

ITEM 6. Selected Financial Data

 

(In thousands, except per share data)
		As of and for the year ended December 31,
		2017				2016				2015				2014				2013
Balance Sheet Data:
Cash and due from banks		$	49,241				92,289				85,400				73,258				34,866
Investment securities			38,417				36,596				42,472				46,818				47,738
Loans, net			713,350				576,982				479,127				471,984				418,148
Total assets			852,080				756,654				653,355				632,443				541,060
Total deposits			637,439				529,324				444,665				440,889				428,104
Total borrowings			141,369				159,476				142,026				128,066				65,060
Total shareholders' equity			66,749				62,570				61,464				58,735				41,841
Operating Data:
Interest and dividend income		$	32,849				25,408				23,741				20,368				21,654
Interest expense			6,956				3,008				2,690				2,970				4,854
Net interest income			25,893				22,400				21,051				17,398				16,800
(Credit) provision for loan losses			(857	)			2,464				250				-				970
Non-interest income			1,444				1,556				1,551				1,832				2,426
Non-interest expense			21,172				18,355				18,851				18,271				25,884
Provision (benefit) for income taxes			2,875				1,207				1,358				(14,750	)			(339	)
Net income (loss)		$	4,147				1,930				2,143				15,709				(7,289	)
Per Share Data:
Basic income (loss) per share		$	1.06				0.49				0.55				4.08	(1)			(1.90	) (1)
Diluted income (loss) per share		$	1.06				0.49				0.55				4.05	(1)			(1.90	) (1)
Selected Ratios:
Return on average assets			0.54	%			0.30	%			0.34	%			2.81	%			(1.28	)%
Return on average equity			6.32	%			3.08	%			3.55	%			32.94	%			(16.43	)%
Average equity to average assets			8.48	%			9.83	%			9.65	%			8.53	%			7.80	%

 

---

 

 

(1) All common stock and per share data have been restated to give effect to a reverse stock split of 1-for-10 effective March 4, 2015.

 

 

Non-GAAP Financial Measures

 

The following table represents a reconciliation of the reported net income to the net income excluding loan loss provision for the years ended December 31, 2017, 2016 and 2015. The table is reported in a format that is not in compliance with Generally Accepted Accounting Principles (non-GAAP) but is beneficial to the reader and provides enhanced comparability due to the loan loss and subsequent loan recovery associated with the troubled loan described in Item 7. Results of Operations  - Provision for loan losses. Company management finds this measure useful when assessing the period to period change in core performance of the business.

 

(In thousands)		Year Ended December 31,
		2017				2016
Net Income excluding Loan Loss (credit) Provision
Net income reported		$	4,147			$	1,930
Tax provision			2,875				1,207
Loan loss (credit) provision			(857	)			2,464
Pre-tax income reported			7,022				3,137
Pre-tax income excluding loan (credit) loss provision			6,165				5,601
Net income excluding loan loss (credit) provision			3,641				3,446

 

 

ITEM 7. Management’s Discussion and Analysis - Financial Condition & Results of Operations

 

Critical Accounting Policies

 

The accounting and reporting policies of Patriot conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices within the financial services industry. A summary of Patriot’s significant accounting policies is included in the Notes to Consolidated Financial Statements that are referenced in Item 8. Financial Statements and Supplementary Data. Although all of Patriot’s policies are integral to understanding its Consolidated Financial Statements, certain accounting policies involve Management to exercise judgment, develop assumptions, and make estimates that may have a material impact on the financial information presented in the Consolidated Financial Statements or Notes thereto. The assumptions and estimates are based on historical experience and other factors representing the best available information to Management as of the date of the Consolidated Financial Statements, up to and including the date of issuance or availability for issuance. As the basis for the assumptions and estimates incorporated in the Consolidated Financial Statements may change, as new information comes to light, the Consolidated Financial Statements could reflect different assumptions and estimates.

 

Due to the judgments, assumptions, and estimates inherent in the following policies, Management considers such accounting policies critical to an understanding of the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Allowance for Loan Losses (“ALL”)

 

The Company maintains an ALL at a level management believes is sufficient to absorb estimated credit losses incurred as of the report date. Management’s determination of the adequacy of the ALL is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires significant estimates by management. As applicable, consideration is given to a variety of factors in establishing these estimates including historical losses, peer and industry data, current economic conditions, the size and composition of the loan portfolio, delinquency statistics, criticized and classified assets and impaired loans, results of internal loan reviews, borrowers’ perceived financial and management strengths, the adequacy of underlying collateral, the dependence on collateral, and the strength of the present value of future cash flows and other relevant factors. These factors may be susceptible to significant change. 

 

To the extent actual outcomes differ from Management’s estimates, additional provisions for loan losses may be required, which may adversely affect the Company’s results of operations in the future. Subsequent to acquisition of purchased-credit-impaired loans, estimates of cash flows expected to be collected are updated each reporting period based on updated assumptions regarding default rates, loss severities, and other factors that are reflective of current market conditions. Subsequent decreases in expected cash flows will generally result in a provision for loan losses; subsequent increases in expected cash flows may result in a reversal of the provision for loan losses to the extent of prior charges.

 

 

Unrealized Gains and Losses on Securities Available-for-sale

 

The Company receives estimated fair values of debt securities from independent valuation services and brokers. In developing these fair values, the valuation services and brokers use estimates of cash flows based on historical performance of similar instruments in similar rate environments. Available-for-sale debt securities consist primarily of mortgage-backed securities that are guaranteed by the U.S. government. The Company uses various indicators in determining whether a security is other-than-temporarily impaired including, for debt securities, when it is probable that the contractual interest and principal will not be collected, or for equity securities, whether the market value is below its cost for an extended period of time with low expectation of recovery. The debt securities are monitored for changes in credit ratings because adverse changes in credit ratings could indicate a change in the estimated cash flows of the underlying collateral or issuer. For marketable equity securities, the Company considers the issuer’s financial condition, capital strength, and near term prospects to determine whether impairment is temporary or other-than-temporary. The Company also considers the volatility of a security’s price in comparison to the market as a whole and any recoveries or declines in fair value subsequent to the balance sheet date. If management determines that the impairment is other-than-temporary, the entire amount of the impairment, as of the balance sheet date, is recognized in earnings, even if the decision to sell the security has not been made. The fair value of the security becomes the new amortized cost basis of the investment and is not adjusted for subsequent recoveries in fair value. Available-for-sale debt securities were not considered to be other-than-temporarily impaired as of December 31, 2017, 2016, or 2015 because the unrealized losses were related to changes in interest rates and did not affect the expected cash flows to be received, or indicate a loss of value on the underlying collateral, or a loss of financial stability on the part of the issuer. Management concluded that the declines in fair value of the investment portfolio as of the reporting dates is temporary and that values would recover by way of increases in market price or positive changes in market interest rates.

 

Deferred Income Taxes

 

The Company provides for deferred income taxes on the asset and liability approach, whereby a deferred tax liability or asset is recognized for the estimated future tax effect attributable to temporary differences or carryforwards. Temporary differences are the differences between the reported amounts of assets and liabilities in the financial statements and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

 

FINANCIAL CONDITION

 

Assets

 

The Company’s total assets increased $95.4 million, or 12.6%, from $756.7 million at December 31, 2016 to $852.1 million at December 31, 2017. The growth in assets is primarily attributable to management’s efforts to increase the amount and quality of its loan portfolio through its loan origination activities and by investing in quality loan pools, primarily funded through a growth in deposits.

 

Following is a detailed discussion and analysis of events and transactions during the years ended December 31, 2017 and 2016 and the impacts that have been realized with respect to Patriot’s financial position.

 

Cash and cash equivalents

 

Cash and cash equivalents have decreased $43.1 million or 46.7%, from $92.3 million at December 31, 2016 to 49.2 million as of December 31, 2017. The Company funded $73.0 million in purchases of loans, $63.1 million in net originations of loans receivable, and $20.6 million in purchases of available-for-sale securities. The effect of these outlays was partially offset by a $108.1 million increase in deposits, and $16.9 million of proceeds from sales and principal repayments on available for sale securities, and $7.3 million in net cash provided by operations during the period.

 

Investment securities

 

Patriot’s investment security portfolio has increased $1.1 million or 4.0% from December 31, 2016 to 2017.

 

The total investment among the existing investment security classes, consisting of U.S. Government agency mortgage-backed securities, corporate bonds, and subordinated notes has remained stable. However, a redistribution of investment among these classes has occurred, in order to maximize returns. Specifically, corporate bonds has increased $4.8 million or 54.0%, the investment in Government agency mortgage-backed securities has decreased $3.2 million or 30.8%, subordinated notes have decreased $478,000 or 9.5%. The management of the investment portfolio produced a $468,000 or 52.2% improvement in interest income earned in 2017 over 2016.

 

Loans receivable, net

 

The following table provides the composition of the Company’s loan portfolio as of December 31 for each of the years shown:

 

(In thousands)		December 31,
Loan portfolio segment:		2017								2016								2015
		Amount				%				Amount				%				Amount				%
Commercial Real Estate		$	299,925				41.68	%			271,229				46.63	%			245,828				50.75	%
Residential Real Estate			146,377				20.34	%			86,514				14.87	%			110,837				22.88	%
Commercial and Industrial			131,161				18.23	%			60,977				10.48	%			59,752				12.34	%
Consumer and Other			87,707				12.19	%			101,449				17.44	%			47,521				9.81	%
Construction			47,619				6.62	%			53,895				9.27	%			15,551				3.21	%
Construction to permanent - CRE			6,858				0.94	%			7,593				1.31	%			4,880				1.01	%
Loans receivable, gross			719,647				100.00	%			581,657				100.00	%			484,369				100.00	%
Allowance for loan losses			(6,297	)							(4,675	)							(5,242	)
Loans receivable, net		$	713,350								576,982								479,127

 

 

The total loan receivable increased $137.9 million or 23.7%, which is attributable to the loan portfolio segments as follows:

 

●

$70.2 million or 115.1% increase in Commercial and Industrial loans;

●

$59.9 million or 69.2% increase in Residential Real Estate loans;

●

$28.7 million or 10.6% increase in Commercial Real Estate loans;

●

$13.7 million or 13.5% decrease in Consumer and other loans;

●

$6.3 million or 11.6% decrease in Construction loans; and

●

$735,000 or 9.7% decrease in Construction to permanent – CRE loans.

 

The increase in loans receivable was primarily attributable to purchases of $73.0 million residential real estate loans, and $63.1 million increase in net origination of loan receivables. As of December 31, 2017, the loan pipeline is strong, and management expects continued growth. The Company will continue to add to the product lines and enhance service offerings to the customers.

 

 

Maturities and Sensitivities of Loans to Changes in Interest Rates

 

Approximately 65.3% of the loan portfolio is currently weighted towards long-term maturities of five-years or more from December 31, 2017. The longer term of these loans provides a degree of stability to the Bank in managing its liquidity and concentrating its efforts on loan origination to higher quality, longer term relationships.

 

As a community bank, the Bank is invested in a thriving, robust local economy, which may be subject to the vagaries of general economic conditions. The existing conditions have led an investment in the loan portfolio weighted to Commercial Real Estate and Construction lending, which accounts for 48.3% of total loans receivable. These loans generally are collateralized by the underlying real estate and supported by personal guarantees of the borrowers.

 

The following table presents loans receivable, gross by portfolio segment, by contractual maturity as of December 31, 2017:

 

		Contractual Maturity of Loan Balance
(In thousands)		One year or less				One through Five Years				After Five Years				Total
Loan portfolio segment:
Commercial Real Estate		$	75,384				39,747				184,794				299,925
Residential Real Estate			-				5,885				140,492				146,377
Commercial and Industrial			38,922				39,826				52,413				131,161
Consumer and Other			687				1,761				85,259				87,707
Construction			39,686				7,933				-				47,619
Construction to permanent - CRE			-				-				6,858				6,858
Total		$	154,679				95,152				469,816				719,647
Fixed rate loans		$	66,608				52,898				106,927				226,433
Variable rate loans			88,071				42,254				362,889				493,214
Total		$	154,679				95,152				469,816				719,647

 

Variable rate loans account for 68.5% of the total loan portfolio, which is attractive to the Bank in a period of increasing interest rates. $362.9 million or 73.6% of the variable rate loan portfolio matures in more than five years, which contributes a certain degree of stability to the Bank in managing both its interest rate risk and liquidity.

 

 

Allowance for Loan Losses

 

The allowance for loan losses increased $1.6 million from $4.7 million at December 31, 2016 to $6.3 million at December 31, 2017. The increase was primarily attributable to a $2.8 million increase in recoveries within our Commercial and Industrial category that were offset by $0.9 million credit to the allowance and $0.3 million of charge-offs for all loan categories.

 

The overall credit quality of the loan portfolio continues to be strong and stable. Based upon the overall assessment and evaluation of the loan portfolio at December 31, 2017, management believes the allowance for loan losses of $6.3 million, which represents 0.88% of gross loans outstanding, was adequate under prevailing economic conditions to absorb existing losses in the loan portfolio.

 

The following table provides detail of activity in the allowance for loan losses:

 

(In thousands)		2017				2016				2015
Balance at beginning of year		$	4,675				5,242				4,924
Charge-offs:
Residential Real Estate			-				(190	)			(16	)
Commercial and Industrial			(265	)			(2,977	)			-
Consumer and Other			(39	)			(13	)			(16	)
Construction			-				-				-
Total charge-offs			(304	)			(3,180	)			(32	)
Recoveries:
Commercial Real Estate			10				80				35
Residential Real Estate			-				1				-
Commercial and Industrial			2,769				66				49
Consumer and Other			4				2				11
Construction to permanent - CRE			-				-				5
Total recoveries			2,783				149				100
Net (recoveries) charge-offs			(2,479	)			3,031				(68	)
(Credit) provision charged to earnings			(857	)			2,464				250
Balance at end of year		$	6,297				4,675				5,242
Ratios:
Net (recoveries) charge-offs to average loans			(0.37	)%			0.58	%			(0.01	)%
Allowance for loan losses to total loans			0.88	%			0.81	%			1.09	%

 

 

The following table provides an allocation of allowance for loan losses by portfolio segment and the percentage of the loans to total loans:

 

(In thousands)		2017								2016								2015
		Allowance for loan losses				% of loans				Allowance for loan losses				% of loans				Allowance for loan losses				% of loans
Commercial Real Estate		$	2,212				41.68	%			1,853				46.63	%			1,970				50.75	%
Residential Real Estate			959				20.34	%			534				14.87	%			740				22.88	%
Commercial and Industrial			2,023				18.23	%			740				10.48	%			1,027				12.34	%
Consumer and Other			568				12.19	%			641				17.44	%			677				9.81	%
Construction			481				6.62	%			712				9.27	%			486				3.21	%
Construction to permanent - CRE			54				0.94	%			69				1.31	%			123				1.01	%
Unallocated			-				N/A				126				N/A				219				N/A
Total		$	6,297				100.00	%			4,675				100.00	%			5,242				100.00	%

 

 

Nonperforming Assets

 

The following table presents non-accrual and accruing loans which were past due by over 90 days for the dates indicated:

 

(In thousands)		December 31,
		2017				2016				2015
Non-accruing loans:
Residential Real Estate		$	3,028				1,590				1,590
Commercial and Industrial			748				231				-
Consumer and Other			2				-				3
Total non-accruing loans			3,778				1,821				1,593
Loans past due over 90 days and still accruing			1,356				1,452				2,046
Other real estate owned			-				851				-
Total nonperforming assets		$	5,134				4,124				3,639
Nonperforming assets to total assets			0.60	%			0.55	%			0.56	%
Nonperforming loans to total loans			0.72	%			0.71	%			0.76	%

 

Non-accrual loans increased $2.0 million, from $1.8 million at December 31, 2016 to $3.8 million at December 31, 2017. The $3.8 million of non-accrual loans at December 31, 2017 is comprised of eight relationships, for which a specific reserve of $253,000 has been established.

 

The Company has obtained appraisal reports from independent licensed appraisal firms and discounted those values for estimated selling costs to determine estimated impairment.

 

The $1.8 million of non-accrual loans at December 31, 2016 was comprised of three borrowers, for which a specific reserve of $231,000 had been established. 

 

Loans greater than 90 days past due or more, and still accruing interest, were $1.4 million at December 31, 2017. The balance was consistent as compared to $1.5 million at December 31, 2016.

 

 

Premises and equipment

 

Management continuosly reviews its branch locations and corporate offices to improve penetration in targeted markets and increase operating efficiencies.

 

During the year ended December 31, 2017, construction-in-process decreased approximately $4.1 million or 65.0%, of which approximately $2.7 million or 65.9% was attributable to the build-out of the 999 Bedford Street, Stamford location in 2016. In December 2017 the 999 Bedford Street branch was opened for operations. Reduction of the construction-in-process was also impacted by the completion of the renovation and build-out of a new branch location in Westport, CT located at 50 Charles Street that accounts for $0.2 million or 4.9% of the decrease.

 

Other Real Estate Owned (“OREO”)

 

In December 2017, Patriot sold the OREO, which was recorded on the Consolidated Balance Sheet as of December 31, 2016. The balance consisted a single undeveloped property (i.e., raw land) zoned for multi-use construction that was foreclosed upon and was held as OREO of $851,000 at December 31, 2016. On taking possession of the property in 2016, the Bank recognized an approximate $11,000 gain that represents the fair value of the property in excess of the carrying value of the loan for the year ended December 31, 2016. In connection of the sale, Patriot recognized a loss of $9,000 for the year ended December 31, 2017.

 

 

Deferred Taxes

 

As of December 31, 2017, Patriot has available approximately $37.2 million of Federal net operating loss carryforwards (“NOL”) that is offset by $22.4 million in §382 limitations imposed by the Internal Revenue Code. The $14.8 million of Federal NOLs are available to offset Patriot’s taxable income for periods up to and through 2032, as these NOLs expire on various dates beginning in 2029.

 

Additionally, Patriot has approximately $60.4 million of NOLs available for Connecticut tax purposes, which may be used to offset up to 50% of taxable income in any year. The NOLs have an approximate fourteen year life.

 

Patriot anticipates utilizing approximately $2.3 million of its tax-effected NOLs, in respect to its 2017 tax year.

 

The provision for income taxes of $2.9 million for the year ended December 31, 2017 was impacted by two mostly offsetting adjustments:

	●	Change in the Federal corporate tax rate from 35% to 21% enacted in December 2017, which decreased the Company's deferred tax asset by $2.8 million as of December 31, 2017;
	●	Recognition of deferred tax benefit due to a change in the classification of certain net operating loss carryforwards that were previously deemed to have been subject to IRC section 382 limitations, which increased the deferred tax asset and decreased the provision for income taxes by $2.8 million for the year ended December 31, 2017.

 

As of December 31, 2017, Patriot had a $10.4 million deferred tax asset, comprised of multiple temporary differences, in addition to the previously aforementioned NOLs, which management believes will be fully realized in the future. The assessment of the potential realizability of the deferred tax assets is based on observation of the condition and future of the Bank, including:

●

Favorable financial performance over the past three years;

●

Forecasted taxable income for 2018 and future periods;

●

The growth in loan originations and the overall quality of the loan portfolio;

●

Improvements in operations and cost management; and

●

Net operating loss carry-forwards that do not begin to expire until 2029.

 

There is no guarantee that Patriot will realize the benefits of the NOLs in the future. As such, management continues to evaluate its ability to realize the benefits of the net deferred tax assets and will act accordingly if conditions change.

 

Deposits

 

Total deposits increased by $108.1 million or 20.4%, from $529.3 million at December 31, 2016 to $637.4 million at December 31, 2017. The increase included a $74.2 million increase in brokered deposits as the Bank utilizes this funding source to support growth in its loan portfolio. The balance of the increase, from the Bank's branch operations, was result of expanding its product base to add new customer relationships and strengthen the loyalty of the existing customer base. The effort was part of a strategy to establish long-term relationships for sustained growth and profitability. The increase in deposits, most notably in the category of time certificates, signifies the success in strengthening the Bank’s liquidity by refocusing its operations on its customer base. The Company continues to implement deposit growth initiatives.

 

The growth in deposits was across all products offered by the Bank, except for NOW accounts, which decreased by $4.4 million or 14.7% from December 31, 2016. 

 

Growth in the all other deposit accounts may be summarized as:

 

●

$74.2 million or 116.1% increase in brokered deposits;

●

$28.4 million or 13.4% increase in time certificates of deposits;

●

$4.6 million or 3.5% increase in savings accounts;

●

$4.4 million or 5.7% increase in non-interest bearing deposits; and

●

$1.0 million or 6.4% increase in money market accounts.

 

 

Borrowings

 

Total borrowings declined by $18.1 million or 11.3%, from $159.5 million at December 31, 2016 to $141.4 million at December 31, 2017. Borrowings consist primarily of Federal Home Loan Bank (“FHLB”) advances, senior notes, junior subordinated debentures and a note payable to the seller from whom the Fairfield branch building was purchased in 2015.

 

FHLB advances decreased by $18.0 million or 13.0% at December 31, 2017 compared to 2016, which decrease is primarily attributable to the decision to fund balance sheet growth at slightly lower rates in the brokered deposit market. The Bank maintains strong standing with the FHLB and its “Well Capitalized” designation with the FDIC, as provided below.

 

In December 2016, the Bank entered into a $16 million revolving line of credit agreement with a correspondent bank. The line of credit was obtained to provide short-term liquidity to satisfy overnight Fed account balance requirements and to provide for daily settlement of FRB, ACH, and other clearinghouse transactions. At December 31, 2016, $15.0 million was outstanding under the line of credit, which amount was repaid early in January 2017.

 

In December 2016, the Company issued $12 million of 7% senior unsecured notes in a private placement to accredited institutional investors. The notes mature in December 2021, require the payment of interest on a semi-annual basis, require interest-only through maturity, and are neither callable by the Company nor putable by the holders. The Company used approximately $7.2 million of the proceeds from the note issuance to bolster its investment in the Bank, which capital contribution qualifies for Tier 1 Capital of the Bank.

 

Shareholders’ Equity

 

Equity increased $4.2 million from $62.6 million at December 31, 2016 to $66.7 million at December 31, 2017, primarily due to $4.1 million of year-to-date net income, $146,000 of equity compensation, and $35,000 of investment portfolio unrealized loss.

 

In July 2016, the Company authorized a one-year stock repurchase program (“the Program”) whereby management may repurchase up to 500,000 shares of common stock through July 2017. The program authorized management, at the direction of the Company’s chairman, to repurchase shares on the open-market or in private transactions, in accordance with applicable security laws and regulations.

 

During the year ended December 31, 2016, 72,471 shares of common stock were repurchased in a combination of open market and private transactions at an average cost of $14.04 per share or $1.0 million. Approximately 68,500 shares repurchased and entered into treasury relate to shares held by a former officer of the Company, which shares were repurchased at an average cost of $14.05. Management viewed the buy-back program as a valuable means to increase shareholder value.

 

In August 2017, after the Program closed, one shareholder elected to sell 100 shares back to the Company at a cost of $17.10. Thus transaction was accepted and executed on the same terms as those executed during the Program.

 

 

Average Balances

 

The following table presents daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for each of the years in the three-year period ended December 31, 2017.

 

(In thousands)		Year ended December 31,
		2017												2016												2015
		Daily Average Balance ($)				Interest ($)				Yield (%)				Daily Average Balance ($)				Interest ($)				Yield (%)				Daily Average Balance ($)				Interest ($)				Yield (%)
ASSETS
Interest Earning Assets:
Loans		$	662,299				31,270				4.72				522,021				24,391				4.67				492,245				22,879				4.65
Cash equivalents			23,481				214				0.91				33,411				120				0.36				48,248				102				0.21
Investments			38,016				1,365				4.79				37,583				897				2.39				44,427				760				1.71
Total interest earning assets			723,796				32,849				4.54				593,015				25,408				4.28				584,920				23,741				4.06
Cash and due from banks			3,966												3,525												2,623
Allowance for loan losses			(5,734	)											(6,238	)											(5,148	)
OREO			840												499												-
Other assets			50,434												47,501												43,238
Total Assets		$	773,302												638,302												625,633
Liabilities
Interest bearing liabilities:
Time certificates		$	238,056				2,787				1.17				156,638				1,103				0.70				180,910				1,297				0.72
Savings accounts			143,711				1,160				0.81				127,238				778				0.61				100,517				489				0.49
Money market accounts			14,488				5				0.04				17,989				7				0.04				22,481				10				0.04
NOW accounts			25,088				7				0.03				26,559				8				0.03				29,027				4				0.01
Broker deposits			79,610				989				1.24				47,950				346				0.72				43,896				216				0.49
Borrowings			107,677				702				0.65				110,319				371				0.34				105,348				368				0.35
Senior notes			11,664				915				7.84				319				25				7.84				-				-				-
Subordinated debt			8,204				360				4.39				8,248				334				4.05				8,248				294				3.56
Note Payable			1,665				31				1.75				1,852				36				1.94				529				12				2.27
Total interest bearing liabilities			630,163				6,956				1.10				497,112				3,008				0.61				490,956				2,690				0.55
Demand deposits			75,177												75,311												71,222
Other liabilities			2,393												3,127												3,060
Total Liabilities			707,733												575,550												565,238
Shareholders' equity			65,569												62,752												60,395
Total Liabilities and Shareholders' Equity		$	773,302												638,302												625,633
Net interest income							25,893												22,400												21,051
Interest margin											3.58												3.78												3.60
Interest spread											3.44												3.68												3.51

 

 

The following table presents the change in interest-earning assets and interest-bearing liabilities by major category and the related change in the interest income earned and interest expense incurred thereon attributable to the change in transactional volume in the financial instruments and the rates of interest applicable thereto, comparing the years ended December 31, 2017 to 2016 and December 31, 2016 to 2015.

 

(In thousands)		Years ended December 31,
		2017 compared to 2016																2016 compared to 2015
		Increase/(Decrease)																Increase/(Decrease)
		Daily Average Balance				Volume				Rate				Total				Daily Average Balance				Volume				Rate				Total
Interest Earning Assets:
Loans		$	140,278				6,169				710				6,879			$	29,776				1,384				128				1,512
Cash equivalents			(9,930	)			(36	)			130				94				(14,837	)			(31	)			49				18
Investments			433				2				466				468				(6,844	)			(117	)			254				137
Total interest earning assets			130,781				6,135				1,306				7,441				8,095				1,236				431				1,667
Interest bearing liabilities:
Time certificates			81,418				572				1,112				1,684				(24,272	)			(174	)			(20	)			(194	)
Savings accounts			16,473				100				282				382				26,721				130				159				289
Money market accounts			(3,501	)			(2	)			-				(2	)			(4,492	)			(2	)			(1	)			(3	)
NOW accounts			(1,471	)			(1	)			-				(1	)			(2,468	)			-				4				4
Broker deposits			31,660				229				414				643				4,054				20				110				130
Borrowings			(2,642	)			(6	)			337				331				4,971				17				(14	)			3
Senior notes			11,345				890				-				890				319				25				-				25
Subordinated debt			(44	)			(2	)			28				26				-				-				40				40
Note payable			(187	)			(5	)			-				(5	)			1,323				30				(6	)			24
Total interest bearing liabilities			133,051				1,775				2,173				3,948				6,156				46				272				318
Net interest income		$	(2,270	)			4,360				(867	)			3,493			$	1,939				1,189				159				1,349

 

 

RESULTS OF OPERATIONS

 

Comparison of Results of Operations for the years 2017 and 2016

 

For the year ended December 31, 2017, the Company recorded net income of $4.1 million ($1.06 per share) compared to a net income of $1.9 million ($0.49 per share) for the year ended December 31, 2016. The 2017 full year results represented the strongest earnings year in the Company's history.

 

Income before tax expense was $7.0 million compared to 2016’s income before income tax expense of $3.1 million. Highlights include:

●

Interest and dividend income increased $7.4 million;

●

Net interest income increased $3.5million;

●

Provision for loan losses decreased $3.3 million, which included a $2.8 million loan recovery; and

●

Non-interest expense increased $2.8 million.

 

The positive results for 2017 demonstrate the continued growth and success of the Company, primarily due to loan and deposit growth as well as balance sheet and operational efficiencies implemented during the past two years. These initiatives included:

●

Targeted lending opportunities and loan pool purchases;

●

Prudent underwriting standards and the successful recovery of a previously charged-off loan;

●

Re-shaping of the executive management team with a renewed focus on growth and value accretion;

●

Expanding branch product offerings.

 

Net interest Income

 

Net interest income is the difference between interest income on interest earning assets and interest expense on interest-bearing liabilities. Net interest income depends on the relative amounts of interest earning assets and interest bearing liabilities and the interest rates earned or paid on them, respectively.

 

Net interest income for the years ended December 31, 2017 and 2016 was $25.9 million and $22.4 million, respectively. The increase of $3.5 million in 2017 over the previous year as focused growth and diversification in the loan portfolio yielded an increase in interest income. Average loan balances increased $140.3 million in 2017 as compared to the year ended December 31, 2016. Average yields on loans increased slightly to 4.72% from 4.67% in 2016.

 

Average yields on investment securities improved in 2017 to 4.79% from 2.39% in 2016 resulting in higher interest income of $468,000. This increase was primarily due to average higher yield of the subordinated bonds from two creditworthy financial institutions, which were purchased during 2016, each yielding 5% or greater.

 

 

As loans continued to grow in 2017, so did the need to increase the Bank’s deposit base and liquidity sources. Since the second half of 2016, the Bank has adopted a certificate of deposits (CD) program to attract term deposits at competitive rates. For the year ended December 31, 2017, total interest expense increased $3.9 million as compared to the year ended December 31, 2016, primarily driven by $2.7 million increase in interest on deposits as the result of an increase in deposit volumes and rates. In addition, interest expense increased $890,000 associated with the issuance of senior debt in December 2016.

 

In December 2016, the Company completed an issuance, through a private placement, of $12 million aggregate principal amount of 7.0% fixed senior unsecured notes due December 22, 2021 (the “Notes”). The Notes were issued pursuant to a Purchase Agreement, dated as of December 22, 2016, between the Company and accredited institutional investors. The Notes bear a fixed interest rate of 7.00% per annum from December 22, 2016 up to but excluding December 22, 2021. The Notes are payable semi-annually in arrears on June 22 and December 22 of each year, beginning June 22, 2017. The Notes are not subject to redemption at the option of the Company. Principal and interest on the Notes are subject to acceleration only in limited circumstances.

 

Net interest margin for the year ended December 31, 2017 was 3.58% as compared to 3.78% for the year-ago period. The margin decline primarily reflected the cost of the Senior Notes and the higher cost associated with raising funds in the brokered deposit market. Management regularly reviews loan and deposit rates and strives to price the Bank’s products competitively. The Bank tracks its mix of asset and liability maturities and manages its balance sheet in an effort to maintain a reasonable maturity match, between the two.

 

Provision for loan losses

 

For the year ended December 31, 2017, provision (credit) for loan losses of $(857,000) decreased $3.3 million from $2.5 million provision in 2016. This is primarily attributable to a single recovery in its Commercial and Industrial portfolio segment. Potential loss on the loan was fully reserved during 2016 and the loan was charged off during the fourth quarter of 2016. In March 2017, the Bank received a $2.8 million insurance recovery, which was recorded as a credit to the allowance for loan losses.

 

Non-interest income

 

Non-interest income decreased $112,000 from $1.6 million for 2016 to $1.4 million for 2017. The decrease was primarily attributable to a decrease of $107,000 in loan application and processing fees, a $10,000 decrease in deposit fees and service charges, and a $15,000 decrease in rental income. 

 

Non-interest expense

 

Non-interest expense increased $2.8 million from $18.4 million for 2016 to $21.2 million for 2017. As the Bank grew in 2017, additional client facing and support team members were necessary. As such, salary and related benefit costs increased by $1.4 million and professional and other outside services increased $303,000. In addition, the expenses were impacted by non-recurring project costs of $640,000 associated with the pending merger and acquisition and an income tax related consulting project in 2017.

 

Pending acquisitions

 

On August 1, 2017, a definitive merger agreement (“Merger Agreement”) was entered into by and among the Company, Patriot Bank, Prime Bank, a Connecticut bank headquartered in Orange, CT (“Prime Bank”) (PMHV:US) and a stockholder representative of Prime Bank. In connection with the merger and acquisition, the Company incurred $365,000 of merger and acquisition expenses related to the Prime Bank merger for the year ended December 31, 2017.

 

On February 06, 2018,  the Company and Hana Small Business Lending, Inc. (“Hana SBL”), a wholly-owned subsidiary of Hana Financial, Inc. (“Hana Financial”) announced the signing of a definitive purchase agreement pursuant to which Patriot will acquire Hana SBL's SBA Lending business.

 

Both of these pending acquisitions are subject to regulatory approval.

 

 

Comparison of Results of Operations for the years 2016 and 2015

 

For the year ended December 31, 2016, the Company recorded net income of $1.9 million ($.49 per share) compared to a net income of $2.1 million ($0.55 per share) for the year ended December 31, 2015.

 

Income before tax expense was $3.1 million compared to 2015’s income before income tax expense of $3.5 million. Highlights include:

 

●

Interest income increased $1.7 million;

●

Net interest income increased $1.3 million;

●

Provision for loan losses increased $2.2 million; and

●

Non-interest expense decreased $496,000.

 

The positive results for 2016 demonstrate the continued growth and success of the Company. 2016 was the third consecutive year of net profitability, which was primarily due to loan and deposit growth as well as balance sheet and operational efficiencies implemented during 2014, 2015 and 2016. These initiatives included:

 

●

Targeted lending opportunities and loan pool purchases.

●

Replacing high cost borrowings with lower rate funding.

●

Strategic repricing of deposits to target specific maturities.

●

Streamlining of branch and operational teams to improve efficiencies and costs.

●

Negotiating vendor price concessions.

●

The purchase of three branch buildings where the benefits of owning outweigh the cost of leasing.

 

Net interest Income

 

Net interest income is the difference between interest income on interest earning assets and interest expense on interest-bearing liabilities. Net interest income depends on the relative amounts of interest earning assets and interest bearing liabilities and the interest rates earned or paid on them, respectively.

 

Net interest income increased $1.3 million in 2016 over the previous year as focused growth and diversification in the loan portfolio yielded an increase in interest income. In order to achieve this, the Bank originated $94.7 million in commercial real estate loans and $14.7 million in construction loans. Average loan balances were $29.8 million higher in 2016 than in 2015, as loan payoffs continued throughout 2016. Average yields on loans increased slightly to 4.67% from 4.65% in 2015 as the Bank operates in a very competitive market. Additionally, the Bank purchased two refinanced education loan pools totaling $52.0 million with a weighted average stated interest rate of approximately 5.3% from an originator who used targeted marketing to source qualified borrowers and applied strong credit standards similar to the Bank’s credit guidelines.

 

Average yields on investment securities improved in 2016 to 2.39% from 1.71% in 2015 resulting in higher interest income of $137,000. This increase was primarily due to the purchase of subordinated bonds from two creditworthy financial institutions during 2016 each yielding 5% or greater. One government sponsored bond was called in 2016 which yielded under 2%.

 

As the loan pipeline began to grow during 2016, so did the need to increase the Bank’s deposit base and liquidity sources. In the second half of 2016, the Bank initiated a certificate of deposits (CD) program to attract term deposits at competitive rates. The program was successful and achieved over $50 million in CDs in just five months. The average term of the new CDs was 15 months.

 

 

Total deposit interest expense increased $226,000 to $2.2 million for the year ended December 31, 2016. This increase was related to the deposit initiative as well as the increase in the use of broker deposits as a funding source. The average rate on interest bearing deposits increased from 54.8 basis points in 2015 to 55.3 basis points in 2016.

 

Interest expense on borrowings increased $92,000 from 2015. Interest expense on subordinated debt increased $40,000 from 2015, primarily due to incremental increase in three month LIBOR throughout 2016 which is the index this coupon is based upon.

 

In December 2016, the Company completed the issuance, through a private placement, of $12 million aggregate principal amount of 7.0% fixed senior unsecured notes due December 22, 2021 (the “Notes”). The Company intends to use the proceeds of this offering for general corporate purposes, which will include advances to the Bank to finance growth activities. In December, the Company advanced $7.2 million to the Bank which qualifies as Tier 1 capital.

 

The Notes were issued pursuant to a Purchase Agreement, dated as of December 22, 2016, between the Company and accredited institutional investors. The Notes bear a fixed interest rate of 7.00% per annum from and including December 22, 2016 to but excluding December 22, 2021 and are payable semi-annually in arrears on June 22 and December 22 of each year, beginning June 22, 2017. The Notes are not subject to redemption at the option of the Company. Principal and interest on the Notes are subject to acceleration only in limited circumstances. The senior notes issued increased interest expense by $25,000 in 2016.

 

Management regularly reviews loan and deposit rates and strives to price the Bank’s products competitively. The Bank tracks its mix of asset and liability maturities and manages its balance sheet in an effort to maintain a reasonable maturity match, between the two.

 

Provision for loan losses

 

In 2016, loans outstanding grew $98 million over 2015 after loan payoffs and paydowns. With the exception of one commercial loan, the performance and credit quality of the portfolio continues to strengthen. In the second half of 2016, the Bank determined that an increase the loan loss reserve for one specific loan was required due to information and further analysis regarding the full collectability of this loan. To fully reserve for this loan, the Bank recognized a $3.0 million provision for loan losses in the year ended December 31, 2016, consisting of a $1 million provision in the first quarter of 2016 and an additional provision of $2 million in the second quarter of 2016, when it became clear that a total loss on the loan was imminent.

 

Despite the Bank’s position that this loan should be fully reserved as of December 31, 2016, the Bank commenced recovery actions across all available avenues, including insurance coverage and claims against third parties. Potential insurance coverage, under which the Bank has sought recovery, included a Financial Institution Bond with a limit of liability of $5,000,000 above a $50,000 deductible. The Bank has vigorously pursued its avenues of recovery, including insurance coverage and third party claims. In March 2017, the Bank received $2.8 million of insurance proceeds against the loss recognized on the subject loan.

 

Non-interest income

 

Non-interest income of $1.6 million was recorded for 2016 and was consistent with the results of 2015. This category includes loan fees, deposit service charges, rental income and miscellaneous income. In 2015, non-interest income totaled $1.6 million.

 

 

Non-interest expense

 

In 2016, the Company continued its efforts of monitoring and controlling costs. Vendor management and evaluations were conducted in order to make certain the quality, level of service and expense expectations of vendors were in line with contractual agreements, some employee benefit costs were reduced, or in some cases, benefits modified to prevent future cost increases, and office occupancy costs were re-examined. Non-interest expense decreased $496,000, or 2.6%, to $18.4 million for the year ended December 31, 2016.

 

As the Bank grew in 2016, additional client facing and support team members were necessary. As such, salary and related benefit costs increased by $810,000. However, incentive savings of $176,000 and an increase in deferred loan costs credit of $340,000, due to the increase in loans originated in 2016, offset some of this additional staff expense.

 

The 2016 full year impact of relocating into new branches in 2015 benefited occupancy costs with approximately $350,000 in expense reductions. In 2015, there was a non-cash charge of $133,000 associated with the abandonment of leasehold improvements relating to the Fairfield branch building. There were no similar charges recorded in 2016.

 

In discussions with one of the Bank’s data system providers, the Bank was able to negotiate specific terms to include offsetting future credits for services provided. In 2016, $150,000 in credits was applied to some invoices.

 

Professional and other outside services increased $91,000 primarily due to legal fees resulting from the recovery actions taken in 2016 with regards to the one commercial loan mentioned above in the “Provision for Loan Losses” section.

 

Advertising and promotional expense decreased approximately $200,000 relating to the Bank’s change in its service providers and its focus on specific initiatives.

 

 

LIQUIDITY

 

The Company’s balance sheet liquidity to total assets ratio was 8.2% at December 31, 2017 compared to 14.9% at December 31, 2016. The decline in balance sheet liquidity reflected a management decision to shift a portion of its liquidity to off-balance sheet readily available funds (FHLB and other bank credit lines). Liquidity including readily available off balance sheet funding sources was 15.6% at December 31, 2017 compared to 20.9% at December 31, 2016. The Company's available total liquidity (readily available plus brokered deposit availability) to total assets ratio was 18.3% at December 31, 2017 compared to 23.0% at December 31, 2016. 

 

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

 

Liquidity is a measure of the Company’s ability to generate adequate cash to meet its financial obligations. The principal cash requirements of a financial institution are to cover downward fluctuations in deposit accounts. Management believes the Company’s liquid assets provide sufficient coverage to satisfy loan demand, cover potential fluctuations in deposit accounts, and to meet other anticipated operational cash requirements.

 

At December 31, 2017, cash and cash equivalents and unpledged available-for-sale securities amounted to $49.2 million and $18.9 million, respectively.

 

At December 31, 2017, the Bank had additional borrowing capacity of $48.1 million available from FHLB Boston, which is comprised of $46.1 million of advances and a $2.0 million overnight line of credit. These amounts are in addition to the FHLB advances of $120 million that are outstanding at December 31, 2017. Additionally, the Bank has the ability to borrow from the FRB.

 

As of December 31, 2017, the maturities of Patriot’s contractual obligations are as follows:

 

(In thousands)
		Contractual Obligations Due
Contractual Obligation Catgegory		Less than One Year				One to Three Years				Three to Five Years				Over Five Years				Total
Certificates of deposit		$	212,779				26,378				930				-				240,087
Federal Home Loan Bank borrowings			30,000				25,000				65,000				-				120,000
Brokered deposits			138,129				-				-				-				138,129
Senior notes			-				-				12,000				-				12,000
Junior subordinated debt			-				-				-				8,248				8,248
Note payable			192				394				408				586				1,580
Operating lease obligations			383				517				443				1,077				2,420
Total contractual obligations		$	381,483				52,289				78,781				9,911				522,464

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Bank’s off-balance sheet commitments 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 or are contingent upon the customer adhering to the terms of the agreements, the total commitment amounts do not necessarily represent future cash requirements. As of December 31, 2017, the Bank’s off-balance sheet commitments are as follows:

 

(In thousands)		December 31, 2017
Commitments to extend credit:
Unused lines of credit		$	63,760
Undisbursed construction loans			7,930
Home equity lines of credit			19,727
Future loan commitments			24,675
Financial standby letters of credit			1,133
		$	117,225

 

REGULATORY CAPITAL REQUIREMENTS

 

The following tables illustrate the Company’s and the Bank’s regulatory capital ratios at December 31, 2017 and 2016:

 

		Patriot National Bancorp, Inc.																Patriot Bank, N.A.
(In thousands)		December 31, 2017								December 31, 2016								December 31, 2017								December 31, 2016
		Amount ($)				Ratio (%)				Amount ($)				Ratio (%)				Amount ($)				Ratio (%)				Amount ($)				Ratio (%)
Total Capital (to risk weighted assets)			74,264				10.092				66,254				10.603				83,711				11.406				74,303				11.928
Tier 1 Capital (to risk weighted assets)			67,959				9.235				61,571				9.854				77,407				10.547				69,620				11.176
Common Equity Tier 1 Capital (to risk weighted assets)			59,959				8.148				53,571				8.573				77,407				10.547				69,620				11.176
Tier 1 Leverage Capital (to average assets)			67,959				8.219				61,571				9.296				77,407				9.360				69,620				10.518

 

Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. Under the regulatory framework for prompt correction action, to be considered “well capitalized,” an institution must generally have a leverage capital ratio of at least 5.0%, Common Equity Tier 1 capital ratio at least 6.5%, a Tier 1 risk-based capital ratio of at least 8.0% and a total risk-based capital ratio of at least 10%. However, the OCC has the discretion to require increased capital ratios.

 

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

 

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

 

 

The capital buffer requirement effectively raises the minimum required Total Capital ratio to 10.5%, the Tier 1 Capital ratio to 8.5%, and the CET1 Capital ratio to 7.0% on a fully phased-in basis, which will be effective beginning on January 1, 2019. Management believes that, as of December 31, 2017, Patriot satisfies all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis, as if all such requirements were currently in effect.

 

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

 

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is defined as the sensitivity of income to fluctuations in interest rates, foreign exchange rates, equity prices, commodity prices and other market-driven rates or prices. The Bank’s market risk is primarily limited to interest rate risk.

 

The Bank’s goal is to maximize long term profitability while minimizing its exposure to interest rate fluctuations. The first priority is to structure and price the Bank’s assets and liabilities to maintain an acceptable interest rate spread while reducing the net effect of changes in interest rates. In order to accomplish this, the focus is on maintaining a proper balance between the timing and volume of assets and liabilities re-pricing within the balance sheet. One method of achieving this balance is to originate variable rate loans for the portfolio and purchase short-term investments to offset the increasing short term re-pricing of the liability side of the balance sheet. In fact, a number of the interest-bearing deposit products have no contractual maturity. Therefore, deposit balances may run off unexpectedly due to changing market conditions. Additionally, loans and investments with longer term rate adjustment frequencies can be matched against longer term deposits and borrowings to lock in a desirable spread.

 

The exposure to interest rate risk is monitored by the Management Asset and Liability Committee consisting of senior management personnel. The Committee reviews the interrelationships within the balance sheet to maximize net interest income within acceptable levels of risk. This Committee reports to the Board of Directors. In addition to the Management Asset and Liability Committee, there is a Board Asset and Liability Committee (“ALCO”), which meets quarterly. ALCO monitors the interest rate risk analyses, reviews investment transactions during the period and determines compliance with the Bank’s Investment, ALCO and Liquidity policies.

 

Management analyzes the Bank’s interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income simulation and GAP analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest sensitive.” An asset or liability is said to be interest sensitive within a specific time period if it will mature or reprice within that time period.

 

Management’s goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income. Interest income simulations are completed quarterly and presented to ALCO. The simulations provide an estimate of the impact of changes in interest rates on net interest income under a range of assumptions. Changes to these assumptions can significantly affect the results of the simulations. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates.

 

Simulation analysis is only an estimate of the Company’s interest rate risk exposure at a particular point in time. Management regularly reviews the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

 

 

The tables below sets forth examples of changes in estimated net interest income and the estimated net portfolio value based on projected scenarios of interest rate increases and decreases. The analyses indicate the rate risk embedded in the Bank’s portfolio at the dates indicated should all interest rates instantaneously rise or fall. The results of these changes are added to or subtracted from the base case; however, there are certain limitations to these types of analyses. Rate changes are rarely instantaneous and these analyses may also overstate the impact of short-term repricings. As a result of the historically low interest rate environment, the calculated effects of the 100 and 200 basis point downward shocks cannot absolutely reflect the risk to earnings and equity since the interest rates on certain balance sheet items have approached their minimums and therefore, it is not possible for the analyses to fully measure the true impact of these downward shocks.

 

(In thousands)
			Net Portfolio Value - Performance Summary
			As of December 31, 2017												As of December 31, 2016
Projected Interest Rate Scenario			Estimated Value				Change from Base ($)				Change from Base (%)				Estimated Value				Change from Base ($)				Change from Base (%)
+200				89,258				(13,440	)			(13.1	)			102,546				(1,629	)			(1.6	)
+100				96,939				(5,758	)			(5.6	)			104,044				(130	)			(0.1	)
BASE				102,697				-				-				104,174				-				-
-100				105,874				3,177				3.1				105,408				1,233				1.2
-200				108,657				5,959				5.8				107,152				2,977				2.9

 

 

			Net Interest Income - Performance Summary
			Year ended December 31, 2017												Year ended December 31, 2016
Projected Interest Rate Scenario			Estimated Value				Change from Base ($)				Change from Base (%)				Estimated Value				Change from Base ($)				Change from Base (%)
+200				27,936				(937	)			(3.2	)			25,588				976				4.0
+100				28,454				(420	)			(1.5	)			25,149				538				2.2
BASE				28,873				-				-				24,611				-				-
-100				28,830				(43	)			(0.2	)			23,956				(655	)			(2.7	)
-200				29,271				398				1.4				24,073				(538	)			(2.2	)

 

 

Impact of Inflation and Changing Prices

 

Patriot’s financial statements have been prepared in terms of historical dollars, without considering changes in relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on the Bank’s performance than the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Notwithstanding this, inflation can directly affect the value of loan collateral, in particular, real estate. Inflation, or disinflation, could significantly affect Patriot’s earnings in future periods.

 

 

ITEM 8. Financial Statements and Supplementary Data

 

The Financial Statements required by this item are presented in the order shown below, in ITEM 15:

 

-	Report of Independent Registered Public Accounting Firm - As of and for the year ended December 31, 2017
-	Report of Independent Registered Public Accounting Firm - As of and for each of the years in the two year period ended December 31, 2016

-	Consolidated Balance Sheets as of December 31, 2017 and 2016

-	Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2017

-	Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2017

-	Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended December 31, 2017

-	Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2017

-	Consolidated Supplemental Statements of Non-Cash Activity for each of the years in the three-year period ended December 31, 2017

-	Notes to Consolidated Financial Statements

 

The supplementary data required by this item (selected quarterly financial data) is provided below.

 

 

The following tables present the summarized quarterly results of operations (unaudited) to the Consolidated Financial Statements for each of the calendar years in the two-year period ended December 31, 2017:

 

(In thousands, except per share amounts)
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2017:
Interest and Dividend Income		$	6,924				7,945				8,967				9,013
Interest expense			1,390				1,637				1,915				2,014
Net Interest Income			5,534				6,308				7,052				6,999
(Credit) Provision for loan losses			(1,749	)			260				545				87
Non-interest income			277				349				386				432
Non-interest expense			4,694				5,014				5,222				6,242	(1)
Income before income taxes			2,866				1,383				1,671				1,102
Expense for Income Taxes			1,136				579				658				502
Net income		$	1,730				804				1,013				600
Earnings per share
Basic		$	0.44				0.21				0.26				0.15
Diluted		$	0.44				0.21				0.26				0.15
Weighted average shares outstanding - Basic			3,892,726				3,894,128				3,894,237				3,895,763
Weighted average shares outstanding - Diluted			3,896,094				3,901,528				3,903,430				3,904,354
2016:
Interest and Dividend Income		$	6,109				6,033				6,432				6,834
Interest expense			684				651				716				957
Net Interest Income			5,425				5,382				5,716				5,877
Provision for loan losses			-				1,959				355				150
Non-interest income			410				365				412				369
Non-interest expense			4,764				4,736				4,441				4,414
Income (loss) before income taxes			1,071				(948	)			1,332				1,682
Expense (benefit) for Income Taxes			418				(366	)			518				637
Net income (loss)		$	653				(582	)			814				1,045
Earnings (loss) per share
Basic(2)		$	0.17				(0.15	)			0.21				0.27
Diluted		$	0.16				(0.15	)			0.21				0.27
Weighted average shares outstanding - Basic			3,956,207				3,957,012				3,958,718				3,941,259
Weighted average shares outstanding - Diluted			3,988,686				3,957,012				3,958,718				3,941,542

 

(1)

Includes special project costs of $601,000.

(2)

The sum of Earnings (loss) per share - Basic of each of the quarters in the year ended December 31, 2016 does not agree to the amount of Basic earnings per share presented on the Consolidated Statement of Operations for the year ended December 31, 2016, due to the impact of rounding to the nearest cent on the amount of Earnings per share - Basic for the three months ended December 31, 2016 (i.e., the "Fourth Quarter").

 

 

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

ITEM 9A. Controls and Procedures 

 

Disclosure Controls and Procedures

 

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

 

As used herein, “disclosure controls and procedures” means controls and other procedures of Patriot that are designed to ensure that information required to be disclosed by Patriot in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and regulations. Patriot’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Continual evaluation of the effectiveness of its disclosure controls and procedures is performed by management, with the participation of Patriot’s Chief Executive Officer and Chief Financial Officer. Based on the evaluation, the aforementioned officers concluded that, as of December 31, 2017, the Company’s disclosure controls and procedures were effective.

 

A system of internal controls is designed to provide reasonable assurance that management’s operating objectives, reliance on financial information and reports, and compliance with its mandated and stakeholder obligations are achieved. In implementing internal controls, management must consider constraints on resources and the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Patriot’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in rules 13a-15(f) and 15d-15f under the Exchange Act. Patriot’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 

Patriot’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and deployment of its assets; provide reasonable assurance that transactions are recorded in a timely manner to enable the preparation of financial statements in accordance with U.S. GAAP; receipts and disbursements are made only in compliance with the authorizations established by management and policies instituted by its Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

 

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In addition, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and/or procedures may deteriorate.

 

A material weakness in the Company’s internal control over financial reporting was disclosed in Item 9A, Controls and Procedures, of the Company’s annual report on Form 10-K, for the year ended December 31, 2016. The Company did not have effective controls over (i) the recording, monitoring and valuation of eligible collateral when calculating specific reserves on impaired loans; and (ii) controls over the development and monitoring of qualitative factors used in calculating the general component of the loan loss reserve in accordance with the approved allowance for loan losses policy.  Based on the evaluation, management concluded that, as of December 31, 2016, the Company's disclosure controls and procedures were not effective as a result of the material weakness in internal controls over financial reporting that affected its financial reporting during the second and third quarters of 2016.

 

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

 

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

 

During the quarter ended December 31, 2017 and continuing to the filing of Form 10-K, management began and continues to test the actions taken and changes implemented to its disclosure controls and procedures and system of internal controls over financial reporting with respect to the aforementioned material weakness. During the fourth quarter of fiscal 2017, management successfully completed the testing necessary to assess that the controls were appropriately designed and operating effectively and has concluded that the material weakness has been remediated.

 

In accordance with the rules and regulations of the SEC, management’s report on the design and effectiveness of Patriot’s system of internal controls over financial reporting is not subject to attestation by Patriot’s independent registered public accounting firm. The SEC rules and regulations applicable to Patriot only require a report by management. Accordingly, this annual report filed on Form 10-K for the year ended December 31, 2017 does not include an opinion by Patriot’s independent registered public accounting firm regarding management’s system of internal controls over financial reporting.

 

ITEM 9B. Other Information

 

None.

 

 

PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance

 

The information required by Items 401, 405, 406 and 407 (c)(3); (d)(4) and (d)(5) of Regulation S-K is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement or information statement for its 2018 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2017.

 

The Company has adopted a Code of Conduct for its senior financial officers. The information required by Item 406 is contained in Exhibit 15 to this Form 10-K, incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10 -KSB for the year ended December 31, 2004. A copy of this Code of Ethics will be provided to any person so requesting by writing to Patriot National Bancorp Inc., 900 Bedford Street, Stamford, Connecticut 06901, Attn: Joseph D. Perillo, Chief Financial Officer.

 

ITEM 11. Executive Compensation

 

The information required by Item 402 of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement or Information Statement to be filed within 120 days following December 31, 2017.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 

The information required by Item 201(d) and Item 403 of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement or Information Statement, to be filed within 120 days following December 31, 2017.

 

The table below provides information as of December 31, 2017, with respect to the compensation plan under which equity securities of the Company are authorized for issuance to directors, officers or employees.

 

Plan Category		Number of common shares to be issued upon vesting of restricted shares				Weighted average grant date fair value				Number of common shares available for issuance under the Plan excluding unvested shares
Equity compensation plans approved by security holders			25,870			$	12.15				2,887,032
Equity compensation plans not approved by security holders			-				-				-
Total			25,870			$	12.15				2,887,032

 

 

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

 

The information required by Items 404 and 407(a) of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement or Information Statement to be filed within 120 days following December 31, 2017.

 

ITEM 14. Principal Accountant Fees and Services

 

The information required by Item 9(e) of Schedule 14A of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement or Information Statement to be filed within 120 days following December 31, 2017.

 

 

Part IV

 

ITEM 15. Exhibits and Financial Statement Schedules

 

Exhibits
No.	Description
3(i)(C)	Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp Inc.(incorporated by reference to Exhibit 3(i) to the Company’s Current Report Form 8-K dated October 21, 2010)
3(ii)	Amended and Restated By-laws of Patriot National Bancorp Inc. (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated November 1, 2010 (Commission File No. 000-29599))
10(a)(2)	2012 Stock Plan of Patriot National Bancorp Inc. (incorporated by reference from Annex A to the Proxy Statement on Form 14C filed November 1, 2011)
10(a)(20)	Amended Financial Services Agreement, (incorporated by reference to Exhibit 10(a) (20) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Commission File No. 000-29599))
10(a)(24)	Appointment of Joseph D. Perillo, (EVP/ CFO) (incorporated by reference Item 5.02 to the Company’s Current Report on Form 8K, dated May 9, 2017, (Commission File No. 000-29599))
10(a)(25)	Agreement and Plan of Merger by and among Patriot National Bancorp, Inc., Patriot Bank, National Association, Prime Bank and Jasper J. Jaser, as stockholders' representative, dated as of August 1, 2017 (incorporated by reference to Exhibit 10(a) (21) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).
10(a)(26)	Asset Purchase Agreement by and between Hana Small Business Lending, Inc.; Hana ABS  2014-1, LLC; Hana Investment, LLC and Patriot Bank, N.A., dated as of February 2, 2018.
14	Code of Conduct for Senior Financial Officers (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10 -KSB for the year ended December 31, 2004 (Commission File No. 000-29599)
16.1	Letter from KPMG, LLP to the Securities and Exchange Commission, dated April 13, 2015, (incorporated by reference to Item 16.1 to the Company’s Current Report on Form 8-K, dated April 13, 2015 (Commission File No. 000-29599))
21	Subsidiaries of Bancorp (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1999 (Commission File No. 000-29599))
23.1	Consent of RSM US LLP
23.2	Consent of BDO USA, LLP
31(1)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31(2)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certifications
101.INS#	XBRL Instance Document
101.SCH#	XBRL Schema Document
101.CAL#	XBRL Calculation Linkbase Document
101.LAB#	XBRL Labels Linkbase Document
101.PRE#	XBRL Presentation Linkbase Document
101.DEF#	XBRL Definition Linkbase Document
The exhibits marked with the section symbol (#) are interactive data files.

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and the Board of Directors of Patriot National Bancorp, Inc.

 

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Patriot National Bancorp, Inc. and its subsidiaries (the Company) as of December 31, 2017, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year ended December 31, 2017, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

 

/s/ RSM US LLP

 

We have served as the Company's auditor since 2017.

 

New Haven, Connecticut

March 30, 2018

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

 

(1)	On March 4, 2015, the Company effected a 1-for-10 reverse stock split. Shares outstanding at and issued during the year ended December 31, 2014 have been restated for the effects thereof, as applicable.

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED SUPPLEMENTAL STATEMENTS OF NON-CASH ACTIVITY

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARY

Notes to consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 30, 2018
	Patriot National Bancorp, Inc. (Registrant)
	By:	/s/ Joseph D. Perillo
		Name: Joseph D. Perillo
		Title: Executive Vice President and Chief Financial Officer

 

 

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in capacities and on the dates indicated.

 

 

Signature	Title	Date
/s/ Michael A. Carrazza Michael A. Carrazza	Chairman of the Board (Principal Executive Officer)	March 30, 2018
/s/ Richard A, Muskus, Jr. Richard A. Muskus, Jr.	President	March 30, 2018
/s/ Joseph D. Perillo Joseph D. Perillo	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 30, 2018
/s/ Edward N. Constantino Edward N. Constantino	Director	March 30, 2018
/s/ Raymond B. Smyth Raymond B. Smyth	Director	March 30, 2018
/s/ Emile Van den Bol Emile Van den Bol	Director	March 30, 2018
/s/ Michael J. Weinbaum Michael J. Weinbaum	Director	March 30, 2018

 

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