8-K

PATRIOT NATIONAL BANCORP INC (PNBK)

8-K 2022-05-05 For: 2022-05-05
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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):  May 5, 2022

_______________________________

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) (I.R.S. Employer Identification No.)

900 Bedford Street

Stamford, Connecticut 06901

(Address of Principal Executive Offices) (Zip Code)

(203) 252-5900

(Registrant's telephone number, including area code)

N/A

(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)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On May 5, 2022, 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 quarter ended March 31, 2022.

The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

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 May 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

PATRIOT NATIONAL BANCORP, INC.
Date: May 5, 2022 By: /s/ Joseph D. Perillo
Joseph D. Perillo
Executive Vice President and Chief Financial Officer

EdgarFiling EXHIBIT 99.1

Patriot Reports First Quarter 2022 Net Income of $800,000; continued growth in loans and deposits

STAMFORD, Conn., May 05, 2022 (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 net income of $800,000, or $0.20 basic and diluted earnings per share for the quarter ended March 31, 2022, compared to a net income of $854,000, or $0.22 basic and diluted earnings per share reported in the first quarter of 2021. The prior year first quarter results included the recognition of an employee retention tax credit (ERC) of $843,000, while no ERC was recognized in the first quarter of 2022.

Along with reporting a substantial improvement net interest income and strong earnings, the Bank reported loan growth of 4.6% and deposit growth of 4.2% for the quarter. Net interest margin improved to 3.06% for the first quarter of 2022. The Bank’s prepaid debit card program continues to be an increasing, low-cost funding source and has nearly tripled in size to $146.8 million as of March 31, 2022, from the $50.0 million in July 2020. The portfolio growth provides a substantial improvement to the Bank’s net interest margin and overall funding costs.

Patriot President & CEO Robert Russell stated: “The Bank experienced strong earnings and asset generation in the first quarter of 2022. Additionally, margin expansion and continued improvement in nonperforming assets contributed to the outcome for the quarter. The Bank continues to focus on solid asset generation and its cost of funds as we navigate the current economic cycle.”

Michael Carrazza, Patriot’s Chairman added, “Patriot is on a strong earnings trajectory as exhibited by the demonstrable improvement in business line growth and pre-tax income. The financial performance and internal preparation are supportive toward the pending merger transaction with American Challenger Development Corp (“American Challenger”), which is nearing the final stages of its process. The merger transaction remains subject to regulatory and shareholder approvals.”

Financial Results:

As of March 31, 2022, total assets increased $27.0 million to $975.5 million, as compared to $948.5 million on December 31, 2021, primarily due to increase in net loans which increased from $729.6 million on December 31, 2021, to $763.6 million on March 31, 2022. Total deposits increased from $748.6 million on December 31, 2021, to 779.8 million on March 31, 2022.

Net interest income for the quarter ended March 31, 2022, was $6.8 million, versus $6.1 million for the quarter ended March 31, 2021, with the increase primarily attributable to the growth in the loan portfolio over the past year.

The Bank’s net interest margin showed continued improvement, with an increase to 3.06% for the quarter ended March 31, 2022, compared with 2.99% for the first quarter of 2021.

No provision for loan losses was recorded for the quarter ended March 31, 2022 and 2021, due to stability and improvement in classified loans. As of March 31, 2022, the allowance for loan losses was 1.26% of total loans, compared with 1.34% on December 31, 2021.

Non-interest income for the quarter ended March 31, 2022, was $814,000, versus $442,000 for the quarter ended March 31, 2021. The increase in the current quarter was primarily attributable to gains from sales of SBA loans totaled $208,000 along with higher non-interest income from the prepaid card program.

Non-interest expense for the quarter ended March 31, 2022, was $6.4 million, versus $5.4 million for the quarter ended March 31, 2021. The 2021 first quarter included an employee retention credit in the amount of $843,000. The organization was no longer eligible for the Employee Retention Credits under the CARES Act program in 2022.

For the quarter ended March 31, 2022, a provision for income taxes of $311,000 was recorded, compared to a provision for income taxes of $319,000 for the quarter ended March 31, 2021.

As of March 31, 2022, shareholders’ equity was $62.7 million, compared with $67.3 million on December 31, 2021. Patriot’s book value per share was $15.84 on March 31, 2022, compared with $17.02 on December 31, 2021. The change was attributable to a decline in the market value of the Bank’s investment portfolio during the quarter associated with rising market interest rates.

About the Company:

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 Stamford, Connecticut, Florida, Georgia, Mississippi, along with a Rhode Island operations center.

Founded in 1994, and now celebrating its 28th 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 Patriot’s philosophy as it seeks 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. These forward-looking statements are based on Patriot’s current expectations and assumptions regarding Patriot’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect Patriot’s future financial results and performance and could cause the actual results, performance or achievements of Patriot to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others: (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; (25) our compensation expense associated with equity allocated or awarded to our employees, (26) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement, as amended, between the Company and American Challenger, or the Investment Agreements between the Company and the investors in the capital raise, (27) the failure to obtain the necessary approvals of the Company’s shareholders, (28) the outcome of any legal proceedings that may be instituted against the Company and/or American Challenger, (29) the failure to obtain required governmental approvals or a delay in obtaining such approvals, (30) the failure of any of the closing conditions in the Merger Agreement, as amended or Investment Agreements related to the capital raise, to be satisfied on a timely basis or at all, (31) delays in closing the proposed Merger or capital raise, (32) the possibility that the proposed Merger and capital raise may be more expensive to complete than anticipated, including as a result of unexpected factors or events, and (33) the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the proposed transactions.

Additional Information and Where to Find It

In connection with the proposed Merger and capital raise, the Company will file a proxy statement and other relevant documents with the SEC. SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company at the SEC's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from the Company by directing such request to the Company at 900 Bedford Street, Stamford, CT, 06901, Attention: Michael Carrazza, telephone: (203) 251-8230.

Participants in the Solicitation

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the Merger and capital raise. A list of the names of such directors and executive officers and information concerning such participants’ ownership of Company common stock is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such Annual Report. Additional information about the interests of those participants may be obtained from reading the proxy statement relating to the Merger and capital raise when it becomes available, or by directing a request to the Company at 900 Bedford Street, Stamford, CT, 06901, Attention: Michael Carrazza, telephone: (203) 251-8230.

American Challenger and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Merger and capital raise. A list of the names of such directors and executive officers and information regarding their interests in the Merger will be contained in the proxy statement when available.

Contacts:
Patriot Bank, N.A. Joseph Perillo Robert Russell
900 Bedford Street Chief Financial Officer President & CEO
Stamford, CT 06901 203-252-5954 203-252-5939
www.BankPatriot.com
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
--- --- --- --- --- --- --- --- --- --- --- ---
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands) March 31, 2022 December 31, 2021 March 31, 2021
Assets
Cash and due from banks:
Noninterest bearing deposits and cash $ 9,026 $ 3,264 $ 2,593
Interest bearing deposits 35,290 43,781 81,681
Total cash and cash equivalents 44,316 47,045 84,274
Investment securities:
Available-for-sale securities, at fair value 83,260 94,341 57,893
Other investments, at cost 4,450 4,450 4,450
Total investment securities 87,710 98,791 62,343
Federal Reserve Bank stock, at cost 2,869 2,843 2,744
Federal Home Loan Bank stock, at cost 4,184 4,184 4,503
Gross loans receivable 773,339 739,488 676,676
Allowance for loan losses (9,737 ) (9,905 ) (10,426 )
Net loans receivable 763,602 729,583 666,250
SBA loans held for sale 5,820 3,129 2,829
Accrued interest and dividends receivable 5,596 5,822 6,270
Premises and equipment, net 31,269 31,500 33,128
Other real estate owned - - 1,216
Deferred tax asset 13,755 12,146 11,274
Goodwill 1,107 1,107 1,107
Core deposit intangible, net 284 296 331
Other assets 14,992 12,035 9,919
Total assets $ 975,504 $ 948,481 $ 886,188
Liabilities
Deposits:
Noninterest bearing deposits $ 237,825 $ 226,713 $ 173,520
Interest bearing deposits 542,024 521,849 519,358
Total deposits 779,849 748,562 692,878
Federal Home Loan Bank and correspondent bank borrowings 90,000 90,000 90,000
Senior notes, net 12,000 12,000 11,946
Subordinated debt, net 9,818 9,811 9,789
Junior subordinated debt owed to unconsolidated trust, net 8,121 8,119 8,112
Note payable 740 791 943
Advances from borrowers for taxes and insurance 2,574 1,101 2,158
Accrued expenses and other liabilities 9,719 10,753 6,425
Total liabilities 912,821 881,137 822,251
Commitments and Contingencies - - -
Shareholders' equity
Preferred stock - - -
Common stock 106,500 106,479 106,363
Accumulated deficit (36,698 ) (37,498 ) (41,738 )
Accumulated other comprehensive loss (7,119 ) (1,637 ) (688 )
Total shareholders' equity 62,683 67,344 63,937
Total liabilities and shareholders' equity $ 975,504 $ 948,481 $ 886,188
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
--- --- --- --- --- --- --- --- --- ---
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
(In thousands, except per share amounts) March 31, 2022 December 31, 2021 March 31, 2021
Interest and Dividend Income
Interest and fees on loans $ 7,664 $ 7,916 $ 7,743
Interest on investment securities 570 502 310
Dividends on investment securities 65 73 34
Other interest income 21 22 24
Total interest and dividend income 8,320 8,513 8,111
Interest Expense
Interest on deposits 409 387 785
Interest on Federal Home Loan Bank borrowings 737 756 733
Interest on senior debt 210 227 229
Interest on subordinated debt 234 233 234
Interest on note payable and other 4 3 4
Total interest expense 1,594 1,606 1,985
Net interest income 6,726 6,907 6,126
(Credit) provision for loan losses - (200 ) -
Net interest income after provision for loan losses 6,726 7,107 6,126
Non-interest Income
Loan application, inspection and processing fees 87 54 63
Deposit fees and service charges 64 61 65
Gains on sale of loans 208 1,534 94
Rental income 192 143 130
Loss on sale of investment securities - (43 ) -
Other income 263 556 90
Total non-interest income 814 2,305 442
Non-interest Expense
Salaries and benefits 3,346 3,583 2,216
Occupancy and equipment expenses 836 900 920
Data processing expenses 330 363 350
Professional and other outside services 789 956 852
Project expenses, net 52 1,867 10
Advertising and promotional expenses 68 39 62
Loan administration and processing expenses 105 73 24
Regulatory assessments 174 258 228
Insurance expenses 77 66 60
Communications, stationary and supplies 135 154 145
Other operating expenses 517 520 528
Total non-interest expense 6,429 8,779 5,395
Income before income taxes 1,111 633 1,173
Provision (benefit) for income taxes 311 (1,262 ) 319
Net income $ 800 $ 1,895 $ 854
Basic earnings per share $ 0.20 $ 0.48 $ 0.22
Diluted earnings per share $ 0.20 $ 0.48 $ 0.22
FINANCIAL RATIOS AND OTHER DATA
--- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended
(Dollars in thousands) March 31, 2022 December 31, 2021 March 31, 2021
Quarterly Performance Data:
$ 800 $ 1,895 $ 854
0.34 % 0.79 % 0.39 %
4.88 % 11.21 % 5.42 %
3.06 % 3.05 % 2.99 %
85.27 % 95.30 % 82.14 %
84.58 % 75.03 % 81.99 %
4.58 % 3.49 % -7.33 %
4.18 % 1.89 % 1.05 %
1.83 % 3.38 % 4.66 %
Asset Quality:
$ 23,466 $ 23,095 $ 24,587
$ - $ - $ 1,216
$ 23,466 $ 23,095 $ 25,803
3.03 % 3.12 % 3.63 %
2.41 % 2.43 % 2.91 %
$ 9,737 $ 9,905 $ 10,426
1.26 % 1.34 % 1.54 %
41.49 % 42.89 % 42.40 %
$ 185 $ - $ 272
$ (17 ) $ (25 ) $ (114 )
$ 168 $ (25 ) $ 158
Capital Data and Capital Ratios
$ 15.84 $ 17.02 $ 16.21
3,956,492 3,956,492 3,944,272
9.94 % 9.86 % 10.12 %
(1) Book value per share represents shareholders' equity divided by outstanding shares.
Deposits:
(In thousands)
March 31, 2022 December 31, 2021 March 31, 2021
Non-interest bearing:
Non-interest bearing $ 120,835 $ 127,420 $ 104,766
Prepaid DDA 116,990 99,293 68,754
237,825 226,713 173,520
Interest bearing:
NOW 42,272 34,741 34,433
Savings 105,871 109,744 103,025
Money market 117,049 113,428 128,069
Money market - prepaid deposits 29,770 51,090 3,775
Certificates of deposit, less than 250,000 158,625 142,246 165,130
Certificates of deposit, 250,000 or greater 53,513 53,584 66,470
Brokered deposits 34,924 17,016 18,456
542,024 521,849 519,358
$ 779,849 $ 748,562 $ 692,878
$ 146,760 $ 150,383 $ 72,529
Total deposits excluding brokered deposits $ 744,925 $ 731,546 $ 674,422

All values are in US Dollars.