8-K

PATRIOT NATIONAL BANCORP INC (PNBK)

8-K 2020-06-22 For: 2020-06-22
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 22, 2020

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut 000-29599 06-1559137
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
900 Bedford Street, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (203) 324-7500


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share PNBK NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On June 22, 2020, Patriot National Bancorp, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding its earnings for the period ended March 31, 2020.

The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
99.1 Press Release of Patriot National Bancorp, Inc., dated June 22, 2020

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Patriot National Bancorp, Inc.
June 22, 2020 By: /s/ Joseph D. Perillo
Joseph D. Perillo
Executive Vice President and Chief Financial Officer

ex_191124.htm

Exhibit 99.1


Contracts:

Patriot Bank, N.A.<br><br> <br>900 Bedford Street<br><br> <br>Stamford, CT 06901<br><br> <br>www.BankPatriot.com Joseph Perillo<br><br> <br>Chief Financial Officer<br><br> <br>203-252-5954 Michael Carrazza<br><br> <br>Chairman & interim CEO<br><br> <br>203-251-8230

Patriot R eports 1 ^st^ ****** Q uarter 20 20 Loan Growth, and Deposit Growth offset by impact of Covid-19 Precautions and Provisions


Management’s strategic investment in digital banking plays key role in servicing throughout Covid-19 period


STAMFORD, CT June **** 22 , **** 20 20 **** (GLOBE NEWSWIRE) – Patriot National Bancorp, Inc. (“Patriot,” “Bancorp” or the “Company”) (NASDAQ: PNBK), the parent company of Patriot Bank, N.A. (the “Bank”), today announced pre-tax loss of $1.4 million (net loss of $1.1 million), or $0.27 basic and diluted loss per share for the quarter ended March 31, 2020. Concurrently, the institution’s total assets increased 2% to $999.6 million, net loan portfolio increased 0.7%, deposits grew 4.4%, and net interest income was up 1.9% for the quarter ended March 31, 2020 as compared to the fourth quarter of 2019.

In the first quarter of 2020, total assets increased to $999.6 million, up 2%, at March 31, 2020, as compared to $979.8 million at December 31, 2019. Net Loan portfolio increased $5.9 million or 0.7%, from $802.0 million at December 31, 2019 to $807.9 million at March 31, 2020. Deposits increased $33.7 million or 4.4%, from $769.5 million at December 31, 2019 to $803.2 million at March 31, 2020.

In its 2019 Form 10-K filed on April 29, 2020, Patriot reported a net loss of $2.8 million or $0.72 per share in the full year 2019, compared with net income of $3.2 million ($0.82 per share) in 2018.

In connection with the COVID-19 impact on its customer base, staff and the financial community, Patriot has taken the following actions:

All branches have remained open with customers re-directed to non-contact ATM’s and Live Banker ATMs. Lobbies have been closed and customers welcomed by appointment only. Staff is available to handle all banking matters, as necessary.
Daily branch staffing rotation schedules have been reduced. Staffing schedules have also been revised with expanded work at home arrangements, when practical, to better protect employees.
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Patriot’s on-line banking services are being optimized, with expanded customer call center staff to better serve customers’ needs and meet significantly higher transaction volumes from Live Banker ATMs.
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We have connected with our borrower base in the context of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, resulting in requests for payment relief on loan balances totaling approximately $218.2 million, predominately commercial real estate loans and commercial industrial loans.
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The Company continues to thoroughly evaluate incoming deferral requests and if appropriate, will grant payment deferrals considering regulatory guidance.
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The earnings decline in first quarter 2020 was primarily due to a material increase in provision for loan losses of $804,000 due primarily to the impact of COVID-19. Fourth quarter 2019 results had also been negatively impacted by an increase in loan loss provisions of $1.8 million primarily associated with a single commercial real estate loan that was restructured in December of 2019, the inability to successfully execute SBA loan sales, and higher operating costs.

Michael Carrazza, Patriot’s Chairman and interim CEO stated: “The past six months have been a challenging time. Our Allowance for Loan Losses significantly increased as a result of a single commercial loan and the impact of the COVID-19 pandemic. In efforts to protect capital given the uncertainties surrounding the COVID-19 situation, we promptly adjusted our strategic plan by limiting loan growth, realigning management resources and further reducing operating expenses. Loan originations will continue, albeit on a limited basis, until future uncertainty and the impact of the Covid-19 pandemic are mitigated.

In parallel, we have initiated changes at the senior management level, including the search for a seasoned community bank leader as our candidate to lead day-to-day operations as President and CEO. We have identified a candidate and are currently waiting for the required regulatory non-objection before proceeding to finalize the appointment. Lastly, each business unit has undergone heavy analysis of unit profitability and realignment in addition to material enterprise-wide cost reductions from the board level down.”

Mr. Carrazza added: “The bank’s foundation remains strong. We are looking forward to soon naming a new President and CEO to oversee operations and several new initiatives we have underway. Our capital ratios continue to receive the ‘well-capitalized’ designation, while the aforementioned strategic changes are expected to result in a strengthening of those ratios over the balance of the year. In addition, our SBA and prepaid card businesses retain untapped potential, which can provide a significant boost to future growth in profitability.”

Financial Results


As of March 31, 2020, total assets were $999.6 million, as compared to $979.8 million at December 31, 2019 and $953.1 million at March 31, 2019, for a total asset growth of 4.9% over the past 12 months. Net loans receivable totaled $807.9 million, as compared to $802.0 million at December 31, 2019 and $780.7 million at March 31, 2019, up 3.5% over the past 12 months. Deposits totaled $803.2 million at March 31, 2020, as compared to $769.5 million at December 31, 2019 and $752.8 million at March 31, 2019, a 6.7% increase over the past 12 months.

Net interest income was $6.3 million in the first quarter of 2020, an increase of 1.9% from the fourth quarter of 2019, and a decline of 0.6% from the first quarter of 2019.

Net interest margin was 2.72% in the first quarter of 2020, as compared to 2.65% in the fourth quarter of 2019 and 2.88% in the first quarter of 2019. The decline in net interest margin as compared to the first quarter of 2019 reflects the increase in retail deposit costs associated with an increasingly competitive local rate environment and the increase in the rate paid on FHLB borrowings associated with the conversion of certain borrowings from a low variable initial rate to a higher fixed rate. This was partially offset by a higher loan volume.

The provision for loan losses in the first quarter of 2020 was $804,000, as compared to $1.8 million in the fourth quarter of 2019 and $165,000 in the first quarter of 2019. The 2020 increase as compared to the first quarter of 2019 was primarily due to an increase in the specific reserve for a cash flow-dependent loan and additional reserve attributable to COVID-19. In the fourth quarter of 2019, the provision for loan losses included an additional allowance of loan loss reserve of $1.5 million in connection with accounting for one troubled debt restructuring.


Non-interest income was $421,000 in the first quarter of 2020, 3.2% higher than the fourth quarter of 2019, and 43.6% lower than the first quarter of 2019. The decrease in non-interest income as compared to the first quarter of 2019 was due to lower realized gains on the sale of SBA loans of $368,000 in the first quarter of 2020. Non-interest expense was $7.4 million in the first quarter of 2020, 8.4% higher than the fourth quarter of 2019, and 14.3% higher than the first quarter of 2019. The increase in non-interest expense in 2020 was primarily related to higher staff salaries and benefits for the build-up of the SBA team, new deposit initiatives, and expansion of credit, finance and compliance support functions.

The income tax benefit was $359,000 in the first quarter of 2020, representing an effective tax rate of 25%.

As of March 31, 2020, shareholders’ equity was $64.6 million, a decrease of $2.4 million, as compared to December 31, 2019. Patriot’s book value per share decreased to $16.43 at March 31, 2020, as compared to $17.04 at December 31, 2019. The Bank’s capital ratios continue to be strong, maintaining its “well capitalized” regulatory status. As of March 31, 2020, the Bank’s Tier 1 leverage ratio was 9.16%, Tier 1 risk-based capital ratio was 10.51% and total risk-based capital ratio was 11.76%.

Patriot temporarily suspended its quarterly dividend and expects to resume when the current economic uncertainties are settled.

Patriot Bank is headquartered in Stamford and operates 9 branch locations: in Scarsdale, NY; and Darien, Fairfield, Greenwich, Milford, Norwalk, Orange, Stamford, Westport, Ct. with Express Banking locations at Bridgeport/ Housatonic Community College, downtown New Haven and Trumbull at Westfield Mall. The Bank also maintains SBA lending offices in Jacksonville, Indianapolis, and Stamford, along with a Rhode Island operations center.

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About the Company


Founded in 1994, and now celebrating its 26th year, Patriot National Bancorp, Inc. (“Patriot” or “Bancorp”) is the parent holding company of Patriot Bank N.A. (“Bank”), a nationally chartered bank headquartered in Stamford, CT. Patriot operates with full service branches in Connecticut and New York and provides lending products and services nationally. Patriot’s mission is to serve its local community and nationwide customer base by providing a growing array of banking solutions to meet the needs of individuals and small businesses owners. Patriot places great value in the integrity of its people and how it conducts business. An emphasis on building strong client relationships and community involvement are cornerstones of our philosophy as we seek to maximize shareholder value.

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


Certain statements contained in Bancorp’s public statements, including this one, 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) demand for loans and deposits in our market area; (9) recent governmental initiatives that are expected to have a profound effect on the financial services industry and could dramatically change the competitive environment of the Company; (10) other legislative or regulatory changes, including those related to residential mortgages, changes in accounting standards, and Federal Deposit Insurance Corporation (“FDIC”) premiums that may adversely affect the Company; (11) the application of generally accepted accounting principles, consistently applied; (12) the fact that one period of reported results may not be indicative of future periods; (13) the state of the economy in the greater New York metropolitan area and its particular effect on the Company's customers, vendors and communities and other such factors, including risk factors, as may be described in the Company’s other filings with the Securities and Exchange Commission (the “SEC”); (14) political, social, legal and economic instability, civil unrest, war, catastrophic events, acts of terrorism; (15) widespread outbreaks of infectious diseases, including the ongoing novel coronavirus ( COVID-19) outbreak; (16) changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (17) our ability to access cost-effective funding; (18) our ability to implement and change our business strategies; (19) changes in the quality or composition of our loan or investment portfolios; (20) technological changes that may be more difficult or expensive than expected; (21) our ability to manage market risk, credit risk and operational risk in the current economic environment; (22) our ability to enter new markets successfully and capitalize on growth opportunities; (23) changes in consumer spending, borrowing and savings habits; (24) our ability to retain key employees; and (25) our compensation expense associated with equity allocated or awarded to our employees.


PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES **** **** **** **** **** **** **** **** ****
CONSOLIDATED BALANCE SHEETS (Unaudited) **** **** **** **** **** **** **** **** **** **** **** ****
(In thousands, except share data) March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018
Assets **** **** **** **** **** **** **** **** **** **** **** ****
Cash and due from banks:
Noninterest bearing deposits and cash $ 1,806 $ 2,693 $ 6,661 $ 7,381
Interest bearing deposits 50,350 36,711 49,971 59,056
Total cash and cash equivalents 52,156 39,404 56,632 66,437
Investment securities:
Available-for-sale securities, at fair value 44,830 48,317 40,275 39,496
Other investments, at cost 4,450 4,450 4,963 4,963
Total investment securities 49,280 52,767 45,238 44,459
Federal Reserve Bank stock, at cost 2,897 2,897 2,892 2,866
Federal Home Loan Bank stock, at cost 4,477 4,477 4,513 4,928
Gross loans receivable 818,841 812,164 788,536 780,376
Allowance for loan losses (10,916 ) (10,115 ) (7,823 ) (7,609 )
Net loans receivable 807,925 802,049 780,713 772,767
SBA loans held for sale 17,996 15,282 - -
Accrued interest and dividends receivable 3,801 3,603 3,621 3,766
Premises and equipment, net 34,312 34,568 35,335 35,435
Other real estate owned 2,400 2,400 2,945 2,945
Deferred tax asset, net 11,989 11,133 10,357 10,851
Goodwill 1,107 1,107 1,107 1,728
Core deposit intangible, net 605 623 680 698
Other assets 10,634 9,526 9,075 4,816
Total assets $ 999,579 $ 979,836 $ 953,108 $ 951,696
Liabilities **** **** **** **** **** **** **** **** **** **** **** ****
Deposits:
Noninterest bearing deposits $ 83,583 $ 88,135 $ 82,248 $ 84,471
Interest bearing deposits 719,631 681,400 670,573 658,810
Total deposits 803,214 769,535 752,821 743,281
Federal Home Loan Bank and correspondent bank borrowings 90,000 100,000 90,000 100,000
Senior notes, net 11,871 11,853 11,796 11,778
Subordinated debt, net 9,760 9,752 9,731 9,723
Junior subordinated debt owed to unconsolidated trust, net 8,104 8,102 8,096 8,094
Note payable 1,143 1,193 1,339 1,388
Advances from borrowers for taxes and insurance 2,637 3,681 1,922 2,926
Accrued expenses and other liabilities 8,227 8,726 7,754 5,166
Total liabilities **** 934,956 **** 912,842 **** 883,459 **** 882,356
Commitments and Contingencies - - - -
Shareholders' equity **** **** **** **** **** **** **** **** **** **** **** ****
Preferred stock - - - -
Common stock 106,213 106,170 106,004 105,956
Accumulated deficit (39,845 ) (38,773 ) (35,517 ) (35,790 )
Accumulated other comprehensive loss (1,745 ) (403 ) (838 ) (826 )
Total shareholders' equity **** 64,623 **** 66,994 **** 69,649 **** 69,340
Total liabilities and shareholders' equity $ 999,579 $ 979,836 $ 953,108 $ 951,696

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES **** **** **** **** **** **** **** ****
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) **** **** **** **** **** **** **** ****
Three Months Ended
(In thousands, except per share amounts) March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018
Interest and Dividend Income **** **** **** **** **** **** **** **** **** **** ****
Interest and fees on loans $ 10,033 $ 10,223 $ 9,755 $ 10,158
Interest on investment securities 416 460 379 385
Dividends on investment securities 138 109 118 116
Other interest income 135 161 333 270
Total interest and dividend income 10,722 10,953 10,585 10,929
Interest Expense **** **** **** **** **** **** **** **** **** **** ****
Interest on deposits 3,200 3,533 3,264 2,913
Interest on Federal Home Loan Bank borrowings 697 708 439 389
Interest on senior debt 229 229 229 229
Interest on subordinated debt 268 273 289 278
Interest on note payable and other 5 5 6 15
Total interest expense 4,399 4,748 4,227 3,824
Net interest income 6,323 6,205 6,358 7,105
Provision for Loan Losses 804 1,769 165 1,018
Net interest income after provision for loan losses 5,519 4,436 6,193 6,087
Non-interest Income **** **** **** **** **** **** **** **** **** **** ****
Loan application, inspection and processing fees 53 39 14 15
Deposit fees and service charges 114 126 127 132
Gains on sale of loans 12 27 380 93
Rental income 131 130 130 131
Other income 111 86 95 194
Total non-interest income 421 408 746 565
Non-interest Expense **** **** **** **** **** **** **** **** **** **** ****
Salaries and benefits 3,861 3,409 3,184 3,324
Occupancy and equipment expenses 949 923 917 813
Data processing expenses 390 375 370 341
Professional and other outside services 784 777 709 583
Project expenses, net 94 188 80 330
Advertising and promotional expenses 147 125 115 64
Loan administration and processing expenses 24 54 14 25
Regulatory assessments 440 371 315 317
Insurance expenses (income) 70 (24 ) 41 38
Communications, stationary and supplies 120 135 134 134
Other operating expenses 492 466 569 467
Total non-interest expense 7,371 6,799 6,448 6,436
(Loss) income before income taxes (1,431 ) (1,955 ) 491 216
(Benefit) provision for Income Taxes (359 ) (443 ) 168 (110 )
Net (loss) income $ (1,072 ) $ (1,512 ) $ 323 $ 326
Basic (loss) earnings per share $ (0.27 ) $ (0.39 ) $ 0.08 $ 0.08
Diluted (loss) earnings per share $ (0.27 ) $ (0.39 ) $ 0.08 $ 0.08

FINANCIAL RATIOS AND OTHER DATA **** **** **** **** **** **** **** **** **** **** **** ****
Three Months Ended
(Dollars in thousands) March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018
Quarterly Performance Data: **** **** **** **** **** **** **** **** **** **** **** ****
Net (loss) income $ (1,072 ) $ (1,512 ) $ 323 $ 326
Return on Average Assets -0.44 % -0.61 % 0.14 % 0.14 %
Return on Average Equity -6.37 % -8.74 % 1.87 % 1.85 %
Net Interest Margin 2.72 % 2.65 % 2.88 % 3.20 %
Efficiency Ratio 109.28 % 102.80 % 90.78 % 83.91 %
Efficiency Ratio excluding project costs 107.90 % 101.47 % 89.65 % 79.61 %
% increase loans 0.82 % 1.48 % 1.05 % 2.24 %
% increase deposits 4.38 % 0.98 % 1.28 % 3.30 %
Asset Quality: **** **** **** **** **** **** **** **** **** **** **** ****
Nonaccrual loans $ 16,450 $ 18,049 $ 28,029 $ 19,186
Other real estate owned $ 2,400 $ 2,400 $ 2,945 $ 2,945
Total nonperforming assets $ 18,850 $ 20,449 $ 30,974 $ 22,131
Nonaccrual loans / loans 2.01 % 2.22 % 3.55 % 2.46 %
Nonperforming assets / assets 1.89 % 2.09 % 3.25 % 2.33 %
Allowance for loan losses $ 10,916 $ 10,115 $ 7,823 $ 7,609
Valuation reserve $ 1,100 $ 1,258 $ 1,384 $ 1,712
Allowance for loan losses with valuation reserve $ 12,016 $ 11,373 $ 9,207 $ 9,321
Allowance for loan losses / loans 1.33 % 1.25 % 0.99 % 0.98 %
Allowance / nonaccrual loans 66.36 % 56.04 % 27.91 % 39.66 %
Allowance for loan losses and valuation reserve / loans 1.47 % 1.40 % 1.17 % 1.19 %
Allowance for loan losses and valuation reserve / nonaccrual loans 73.05 % 63.01 % 32.85 % 48.58 %
Gross loan charge-offs $ 44 $ 71 $ - $ 16
Gross loan (recoveries) $ (41 ) $ (11 ) $ (49 ) $ (2 )
Net loan charge-offs (recoveries) $ 3 $ 60 $ (49 ) $ 14
Capital Data and Capital Ratios **** **** **** **** **** **** **** **** **** **** **** ****
Book value per share (1) $ 16.43 $ 17.04 $ 17.77 $ 17.73
Shares outstanding 3,932,841 3,930,669 3,919,610 3,910,674
Bank Capital Ratios: ****** ****** ****** ****** ****** ****** ****** ****** ****** ****** ****** ******
Leverage Ratio 9.16 % 9.28 % 9.79 % 9.84 %
Tier 1 Capital 10.51 % 10.64 % 10.99 % 10.62 %
Total Risk Based Capital 11.76 % 11.83 % 11.91 % 11.50 %
(1) Book value per share represents shareholders' equity divided by outstanding shares.
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