10-Q 1 pnbk20200331_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 000-29599

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut |  | 06-1559137
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
900 Bedford Street, Stamford, Connecticut |  | 06901
(Address of principal executive offices) |  | (Zip Code)

(203) 324-7500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☐ | Smaller reporting company | ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

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 |  | PNBK |  | NASDAQ Global Market

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of June 1, 2020, there were 3,935,141 shares of the registrant’s common stock outstanding.

1

EXPLANATORY NOTE

Due to the outbreak of coronavirus disease 2019 (COVID-19), starting from early March 2020, the Company’s employees and external auditors have been asked to work remotely. As a result, the Company’s books and records have not been easily accessible and communication among internal financial staff and external auditors has been challenging, resulting in delay in preparation and completion of its consolidated financial statements. Based on the foregoing, on May 15, 2020, the Company filed a Current Report on Form 8-K to avail itself of a 45-day extension to file this Quarterly Report on Form 10-Q relying on the exemptions provided by an order issued by the Securities and Exchange Commission on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465, the “SEC Order”). This Form 10-Q is being filed in reliance on the SEC Order.

Table of Contents

Table of Contents | 2
PART I- FINANCIAL INFORMATION | 3
Item 1: Consolidated Financial Statements | 3
Consolidated Balance Sheets (Unaudited) | 3
Consolidated Statements of Operations (Unaudited) | 4
Consolidated Statements of Comprehensive (Loss) Income (Unaudited) | 5
Consolidated Statements of Shareholder's Equity (Unaudited) | 6
Consolidated Statements of Cash Flows (Unaudited) | 7
Notes to Consolidated Financial Statements (Unaudited) | 9
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations | 39
Item 3: Quantitative and Qualitative Disclosures about Market Risk | 54
Item 4: Disclosure Controls and Procedures | 56
PART II - OTHER INFORMATION | 57
Item 1: Legal Proceedings | 57
Item 5: Other Information | 57
Item 6: Exhibits | 58
SIGNATURES | 59

2

PART I- FINANCIAL INFORMATION

I tem 1: Consolidated Financial Statements

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share data) |  | March 31, 2020 |  |  | December 31, 2019 |
Assets |  |  |  |  |  |  |  |
Cash and due from banks: |  |  |  |  |  |  |  |
Noninterest bearing deposits and cash |  | $ | 1,806 |  |  | $ | 2,693 |
Interest bearing deposits |  |  | 50,350 |  |  |  | 36,711 |
Total cash and cash equivalents |  |  | 52,156 |  |  |  | 39,404 |
Investment securities: |  |  |  |  |  |  |  |
Available-for-sale securities, at fair value |  |  | 44,830 |  |  |  | 48,317 |
Other investments, at cost |  |  | 4,450 |  |  |  | 4,450 |
Total investment securities |  |  | 49,280 |  |  |  | 52,767 |
Federal Reserve Bank stock, at cost |  |  | 2,897 |  |  |  | 2,897 |
Federal Home Loan Bank stock, at cost |  |  | 4,477 |  |  |  | 4,477 |
Loans receivable (net of allowance for loan losses: 2020: $10,916 and 2019: $10,115) |  |  | 807,925 |  |  |  | 802,049 |
SBA loans held for sale |  |  | 17,996 |  |  |  | 15,282 |
Accrued interest and dividends receivable |  |  | 3,801 |  |  |  | 3,603 |
Premises and equipment, net |  |  | 34,312 |  |  |  | 34,568 |
Other real estate owned |  |  | 2,400 |  |  |  | 2,400 |
Deferred tax asset, net |  |  | 11,989 |  |  |  | 11,133 |
Goodwill |  |  | 1,107 |  |  |  | 1,107 |
Core deposit intangible, net |  |  | 605 |  |  |  | 623 |
Other assets |  |  | 10,634 |  |  |  | 9,526 |
Total assets |  | $ | 999,579 |  |  | $ | 979,836 |
Liabilities |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |
Noninterest bearing deposits |  | $ | 83,583 |  |  | $ | 88,135 |
Interest bearing deposits |  |  | 719,631 |  |  |  | 681,400 |
Total deposits |  |  | 803,214 |  |  |  | 769,535 |
Federal Home Loan Bank and correspondent bank borrowings |  |  | 90,000 |  |  |  | 100,000 |
Senior notes, net |  |  | 11,871 |  |  |  | 11,853 |
Subordinated debt, net |  |  | 9,760 |  |  |  | 9,752 |
Junior subordinated debt owed to unconsolidated trust, net |  |  | 8,104 |  |  |  | 8,102 |
Note payable |  |  | 1,143 |  |  |  | 1,193 |
Advances from borrowers for taxes and insurance |  |  | 2,637 |  |  |  | 3,681 |
Accrued expenses and other liabilities |  |  | 8,227 |  |  |  | 8,726 |
Total liabilities |  |  | 934,956 |  |  |  | 912,842 |
Commitments and Contingencies |  |  |  |  |  |  |  |
Shareholders' equity |  |  |  |  |  |  |  |
Preferred stock, no par value; 1,000,000 shares authorized, no shares issued and outstanding |  |  | - |  |  |  | - |
Common stock, $.01 par value, 100,000,000 shares authorized; As of March 31, 2020: 4,006,582 shares issued; 3,932,841 shares outstanding; As of December 31, 2019: 4,004,410 shares issued; 3,930,669 shares outstanding |  |  | 106,213 |  |  |  | 106,170 |
Accumulated deficit |  |  | (39,845 | ) |  |  | (38,773 | )
Accumulated other comprehensive loss |  |  | (1,745 | ) |  |  | (403 | )
Total shareholders' equity |  |  | 64,623 |  |  |  | 66,994 |
Total liabilities and shareholders' equity |  | $ | 999,579 |  |  | $ | 979,836 |

See Accompanying Notes to Consolidated Financial Statements.

3

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

|  | Three Months Ended March 31, |
(In thousands, except per share amounts) |  | 2020 |  |  | 2019 |
Interest and Dividend Income |  |  |  |  |  |  |  |
Interest and fees on loans |  | $ | 10,033 |  |  | $ | 9,755 |
Interest on investment securities |  |  | 416 |  |  |  | 379 |
Dividends on investment securities |  |  | 138 |  |  |  | 118 |
Other interest income |  |  | 135 |  |  |  | 333 |
Total interest and dividend income |  |  | 10,722 |  |  |  | 10,585 |
Interest Expense |  |  |  |  |  |  |  |
Interest on deposits |  |  | 3,200 |  |  |  | 3,264 |
Interest on Federal Home Loan Bank borrowings |  |  | 697 |  |  |  | 439 |
Interest on senior debt |  |  | 229 |  |  |  | 229 |
Interest on subordinated debt |  |  | 268 |  |  |  | 289 |
Interest on note payable and other |  |  | 5 |  |  |  | 6 |
Total interest expense |  |  | 4,399 |  |  |  | 4,227 |
Net interest income |  |  | 6,323 |  |  |  | 6,358 |
Provision for Loan Losses |  |  | 804 |  |  |  | 165 |
Net interest income after provision for loan losses |  |  | 5,519 |  |  |  | 6,193 |
Non-interest Income |  |  |  |  |  |  |  |
Loan application, inspection and processing fees |  |  | 53 |  |  |  | 14 |
Deposit fees and service charges |  |  | 114 |  |  |  | 127 |
Gains on sales of loans |  |  | 12 |  |  |  | 380 |
Rental income |  |  | 131 |  |  |  | 130 |
Other income |  |  | 111 |  |  |  | 95 |
Total non-interest income |  |  | 421 |  |  |  | 746 |
Non-interest Expense |  |  |  |  |  |  |  |
Salaries and benefits |  |  | 3,861 |  |  |  | 3,184 |
Occupancy and equipment expense |  |  | 949 |  |  |  | 917 |
Data processing expense |  |  | 390 |  |  |  | 370 |
Professional and other outside services |  |  | 784 |  |  |  | 709 |
Project expenses |  |  | 94 |  |  |  | 80 |
Advertising and promotional expense |  |  | 147 |  |  |  | 115 |
Loan administration and processing expense |  |  | 24 |  |  |  | 14 |
Regulatory assessments |  |  | 440 |  |  |  | 315 |
Insurance expense, net |  |  | 70 |  |  |  | 41 |
Communications, stationary and supplies |  |  | 120 |  |  |  | 134 |
Other operating expense |  |  | 492 |  |  |  | 569 |
Total non-interest expense |  |  | 7,371 |  |  |  | 6,448 |
(Loss) income before income taxes |  |  | (1,431 | ) |  |  | 491 |
(Benefit) provision for Income Taxes |  |  | (359 | ) |  |  | 168 |
Net (loss) income |  | $ | (1,072 | ) |  | $ | 323 |
Basic (loss) earnings per share |  | $ | (0.27 | ) |  | $ | 0.08 |
Diluted (loss) earnings per share |  | $ | (0.27 | ) |  | $ | 0.08 |

See Accompanying Notes to Consolidated Financial Statements.

4

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)

(In thousands) |  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Net (loss) income |  | $ | (1,072 | ) |  | $ | 323 |
Other comprehensive (loss) income |  |  |  |  |  |  |  |
Unrealized holding loss on securities |  |  | (1,808 | ) |  |  | (15 | )
Income tax effect |  |  | 466 |  |  |  | 3 |
Total other comprehensive loss |  |  | (1,342 | ) |  |  | (12 | )
Comprehensive (loss) income |  | $ | (2,414 | ) |  | $ | 311 |

See Accompanying Notes to Consolidated Financial Statements.

5

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

|  | Three-Month Period Ended March 31, 2020 |
(In thousands, except shares) |  | Number of Shares |  |  | Common Stock |  |  | Accumulated Deficit |  |  | Accumulated Other Comprehensive (Loss) Income |  |  | Total |
Balance at December 31, 2019 |  |  | 3,930,669 |  |  | $ | 106,170 |  |  | $ | (38,773 | ) |  | $ | (403 | ) |  | $ | 66,994 |
Comprehensive loss: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  |  | - |  |  |  | - |  |  |  | (1,072 | ) |  |  | - |  |  |  | (1,072 | )
Unrealized holding loss on available-for-sale securities, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,342 | ) |  |  | (1,342 | )
Total comprehensive loss |  |  | - |  |  |  | - |  |  |  | (1,072 | ) |  |  | (1,342 | ) |  |  | (2,414 | )
Share-based compensation expense |  |  | - |  |  |  | 43 |  |  |  | - |  |  |  | - |  |  |  | 43 |
Vesting of restricted stock |  |  | 2,172 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance at March 31, 2020 |  |  | 3,932,841 |  |  | $ | 106,213 |  |  | $ | (39,845 | ) |  | $ | (1,745 | ) |  | $ | 64,623 |
Balance at December 31, 2018 |  |  | 3,910,674 |  |  | $ | 105,956 |  |  | $ | (35,790 | ) |  | $ | (826 | ) |  | $ | 69,340 |
Comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  |  | - |  |  |  | - |  |  |  | 323 |  |  |  | - |  |  |  | 323 |
Unrealized holding loss on available-for-sale securities, net of tax |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (12 | ) |  |  | (12 | )
Total comprehensive income |  |  | - |  |  |  | - |  |  |  | 323 |  |  |  | (12 | ) |  |  | 311 |
Common stock dividends |  |  | - |  |  |  | - |  |  |  | (39 | ) |  |  | - |  |  |  | (39 | )
Share-based compensation expense |  |  | - |  |  |  | 48 |  |  |  | - |  |  |  | - |  |  |  | 48 |
Vesting of restricted stock |  |  | 8,936 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Cumulative effect of adopting ASU 2016-02 |  |  | - |  |  |  | - |  |  |  | (11 | ) |  |  | - |  |  |  | (11 | )
Balance at March 31, 2019 |  |  | 3,919,610 |  |  | $ | 106,004 |  |  | $ | (35,517 | ) |  | $ | (838 | ) |  | $ | 69,649 |

See Accompanying Notes to Consolidated Financial Statements.

6

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands) |  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (1,072 | ) |  | $ | 323 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |  |  |  |  |  |  |  |
Amortization (accretion) of investment premiums, net |  |  | 44 |  |  |  | (11 | )
Amortization and accretion of purchase loan premiums and discounts |  |  | 190 |  |  |  | 174 |
Amortization of debt issuance costs |  |  | 28 |  |  |  | 28 |
Amortization of core deposit intangible |  |  | 18 |  |  |  | 18 |
Amortization of servicing assets of sold SBA loans |  |  | 204 |  |  |  | 4 |
Provision for loan losses |  |  | 804 |  |  |  | 165 |
Depreciation and amortization |  |  | 392 |  |  |  | 389 |
Share-based compensation |  |  | 43 |  |  |  | 48 |
(Increase) decrease in deferred income taxes |  |  | (390 | ) |  |  | 497 |
Originations of SBA loans held for sale |  |  | (2,566 | ) |  |  | (4,908 | )
Proceeds from sale of SBA loans held for sale |  |  | 144 |  |  |  | 5,288 |
Gains on sale of SBA loans held for sale, net |  |  | (12 | ) |  |  | (380 | )
Changes in assets and liabilities: |  |  |  |  |  |  |  |
(Increase) decrease in accrued interest and dividends receivable |  |  | (198 | ) |  |  | 145 |
Increase in other assets |  |  | (763 | ) |  |  | (866 | )
Decrease in accrued expenses and other liabilities |  |  | (1,179 | ) |  |  | (479 | )
Net cash (used in) provided by operating activities |  |  | (4,313 | ) |  |  | 435 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |
Principal repayments on available-for-sale securities |  |  | 1,635 |  |  |  | 613 |
Purchases of available-for-sale securities |  |  | - |  |  |  | (1,396 | )
Purchases of Federal Reserve Bank stock |  |  | - |  |  |  | (26 | )
Redemptions of Federal Home Loan Bank stock |  |  | - |  |  |  | 415 |
Decrease (increase) in originated loans receivable, net |  |  | 11,873 |  |  |  | (3,481 | )
Purchases of loans receivable |  |  | (19,025 | ) |  |  | (4,804 | )
Purchases of premises and equipment |  |  | (3 | ) |  |  | (9 | )
Net cash used in investing activities |  |  | (5,520 | ) |  |  | (8,688 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |
Increase in deposits, net |  |  | 33,679 |  |  |  | 9,540 |
Repayments of FHLB borrowings |  |  | (10,000 | ) |  |  | (10,000 | )
Principal repayments of note payable |  |  | (50 | ) |  |  | (49 | )
Decrease in advances from borrowers for taxes and insurance |  |  | (1,044 | ) |  |  | (1,004 | )
Dividends paid on common stock |  |  | - |  |  |  | (39 | )
Net cash provided by (used in) financing activities |  |  | 22,585 |  |  |  | (1,552 | )
Net increase (decrease) in cash and cash equivalents |  |  | 12,752 |  |  |  | (9,805 | )
Cash and cash equivalents at beginning of period |  |  | 39,404 |  |  |  | 66,437 |
Cash and cash equivalents at end of period |  | $ | 52,156 |  |  | $ | 56,632 |

See Accompanying Notes to Consolidated Financial Statements.

7

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

(In thousands) |  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Supplemental Disclosures of Cash Flow Information: |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 4,781 |  |  | $ | 3,950 |
Cash paid for income taxes |  | $ | 3 |  |  | $ | 18 |
Non-cash transactions: |  |  |  |  |  |  |  |
Purchase of premises and equipment |  | $ | 133 |  |  | $ | 280 |
Increase in accrued expense and other liabilities |  | $ | (133 | ) |  | $ | (280 | )
Increase in interest rate swaps assets |  | $ | 601 |  |  | $ | - |
Increase in interest rate swaps liabilities |  | $ | (601 | ) |  | $ | - |
Transfers of SBA loans held for sale to loans receivable |  | $ | 280 |  |  | $ | - |
Operating lease right-of-use assets |  | $ | (57 | ) |  | $ | 3,397 |
Operating lease liabilities |  | $ | 57 |  |  | $ | (3,444 | )
Capitalized servicing assets |  | $ | 2 |  |  | $ | 66 |
Business Combination Non-Cash Disclosures: |  |  |  |  |  |  |  |
Contingent liability assumed in business combination |  | $ | - |  |  | $ | 621 |

See Accompanying Notes to Consolidated Financial Statements.

8

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Note 1. Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements of Patriot National Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries Patriot Bank, N.A. (the “Bank”), Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively, “Patriot”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included on the Annual Report on Form 10-K for the year ended December 31, 2019.

The consolidated balance sheet at December 31, 2019 presented herein has been derived from the audited consolidated financial statements of the Company at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements.

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

Reclassifications:

Certain amounts appearing in the financial statements and notes thereto for prior periods have been reclassified to conform with the current presentation. The reclassifications had no effect on net income or stockholders’ equity as previously reported.

The information furnished reflects, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results of operations that may be expected for the remainder of 2020.

COVID-19 Impact

In March 2020, the World Health Organization declared novel coronavirus disease 2019 ("COVID-19") as a global pandemic. The COVID-19 pandemic has negatively impacted the global and U.S. economies. Many businesses in the U.S., including those in the markets we serve, were required to close, causing a significant increase in unemployment and loss of revenue for businesses that were required to close.

The consolidated financial statements reflect estimates and assumptions that affect the reported amounts of assets and liabilities, including the amount of the allowance for loan losses. The assumptions and estimates used in the financial statements were impacted by the COVID-19 pandemic. The COVID-19 pandemic did have an adverse impact on our earnings and resulted in an increase to the provision for loan losses when compared to the same period in 2019.

We are unable to estimate the full impact of COVID-19 on our business and operations at this time. The extent of such impact will depend on future developments, which are highly uncertain, including when COVID-19 can be controlled and abated and when and how the economy may be reopened. The pandemic could cause us to experience higher credit losses in our loan portfolio, impairment of our goodwill, reduced demand for our products and services, or other negative impacts on our financial position, results of operations, and prospects.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security (“CARES”) Act in response to the coronavirus pandemic. This legislation aims at providing relief for individuals and businesses that have been negatively impacted by the coronavirus pandemic.

9

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The CARES Act includes a provision for the Company to opt out of applying the “troubled-debt restructuring” (“TDR”) accounting guidance in ASC 310-40 for certain loan modifications. Loan modifications made between March 1, 2020 and the earlier of i) December 30, 2020 or ii) 60 days after the President declares a termination of the COVID-19 national emergency are eligible for this relief if the related loans were not more than 30 days past due as of December 31, 2019. The Company has assessed which loans qualify for this treatment. The CARES Act also permits the Bank to continue accrue interest on loans that have received deferral treatment as a result of the pandemic. In addition, on April 7, 2020, a group of banking regulatory agencies issued a revised interagency statement that offers practical expedients for evaluating whether COVID-19 loan modifications are TDRs.

Note 2. Accounting Policies

Please refer to the summary of Significant Accounting Policies included in the Company’s 2019 Annual Report on Form 10-K for a list of all policies in effect as of December 31, 2019. The below summary is intended to provide updates or new policies required as a result of a new accounting standard or a change to the Company’s operations or assets that require a new or amended policy.

Recently Adopted and Issued Accounting Standards

Accounting Standards Adopted During 2020

Effective January 1, 2020, the following new Accounting Standards Updates (ASU) were adopted by the Company:

ASU 2018-13

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements. This ASU removes requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 clarifies that disclosure regarding measurement uncertainty is intended to communicate information about the uncertainty in measurement as of the reporting date. ASU 2018-13 adds certain disclosure requirements, including disclosure of changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2019. The amendments related to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively, while all other amendments should be applied retrospectively for all periods presented upon their effective date. The adoption of ASU 2018-13 did not have any impact on our Consolidated Financial Statements.

ASU 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 clarifies certain aspects of ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which was issued in April 2015. Specifically, ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For public business entities, the ASU was effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted.

The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update.

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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The amendments in this ASU also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The term of the hosting arrangement includes the non-cancellable period of the arrangement plus periods covered by (1) an option to extend the arrangement if the customer is reasonably certain to exercise that option, (2) an option to terminate the arrangement if the customer is reasonably certain not to exercise the termination option, and (3) an option to extend (or not to terminate) the arrangement in which exercise of the option is in the control of the vendor. The entity also is required to apply the existing impairment guidance in Subtopic 350-40 to the capitalized implementation costs as if the costs were long-lived assets.

The amendments in this ASU also require the entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The entity is also required to present the capitalized implementation costs in the consolidated balance sheets in the same line item that a repayment for the fees of the associated hosting arrangement would be presented.

The adoption of ASU 2018-15 did not have a significant impact on our Consolidated Financial Statements.

Accounting Standards Issued But Not Yet Adopted

ASU 2016-13

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU changes the methodology for measuring credit losses on financial instruments measured at amortized cost to a current expected loss (“CECL”) model. Under the CECL model, entities will estimate credit losses over the entire contractual term of a financial instrument from the date of initial recognition of the instrument. The ASU also changes the existing impairment model for available-for-sale debt securities. In cases where there is neither the intent nor a more-likely-than-not requirement to sell the debt security, an entity will record credit losses as an allowance rather than a direct write-down of the amortized cost basis. Additionally, ASU 2016-13 notes that credit losses related to available-for-sale debt securities and purchased credit impaired loans should be recorded through an allowance for credit losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018. In November 2019, the FASB issued ASU 2019-10, which amends the effective date of ASC 326 for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities, and delays the effective date to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. As the Company is a small reporting company, the delay will be applicable to the Company. Management is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.

ASU 2019-12

ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes.” The guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The ASU will be effective for the Company on January 1, 2021, with early adoption permitted, and is not expected to have a significant impact on our financial statements.

ASU Update 2020-02

In January 2020, the FASB issued ASU No. 2020-02, “Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).” This ASU adds and amends SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. See the discussion regarding the adoption of ASU 2016-13 above.

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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

ASU Update 2020-03

In March 2020, the FASB issued ASU No. 2020-3, “Codification Improvements to Financial Instruments.” This ASU clarifies various financial instruments topics, including the CECL standard issued in 2016. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Other amendments are effective upon issuance of this ASU. See the discussion regarding the adoption of ASU 2016-13 above.

Note 3. Available-for-Sale Securities

The amortized cost, gross unrealized gains, gross unrealized losses and fair values of available-for-sale securities at March 31, 2020 and December 31, 2019 are as follows:

(In thousands) |  | Amortized Cost |  |  | Gross Unrealized Gains |  |  | Gross Unrealized (Losses) |  |  | Fair Value |
March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U. S. Government agency mortgage-backed securities |  | $ | 15,334 |  |  | $ | 305 |  |  | $ | (21 | ) |  | $ | 15,618 |
Corporate bonds |  |  | 18,017 |  |  |  | - |  |  |  | (2,522 | ) |  |  | 15,495 |
Subordinated notes |  |  | 9,025 |  |  |  | 126 |  |  |  | (204 | ) |  |  | 8,947 |
SBA loan pools |  |  | 4,805 |  |  |  | - |  |  |  | (35 | ) |  |  | 4,770 |
|  | $ | 47,181 |  |  | $ | 431 |  |  | $ | (2,782 | ) |  | $ | 44,830 |
December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U. S. Government agency mortgage-backed securities |  | $ | 16,663 |  |  | $ | 90 |  |  | $ | (68 | ) |  | $ | 16,685 |
Corporate bonds |  |  | 18,018 |  |  |  | 133 |  |  |  | (838 | ) |  |  | 17,313 |
Subordinated notes |  |  | 9,022 |  |  |  | 182 |  |  |  | - |  |  |  | 9,204 |
U.S. Treasury notes |  |  | 5,157 |  |  |  | - |  |  |  | (42 | ) |  |  | 5,115 |
|  | $ | 48,860 |  |  | $ | 405 |  |  | $ | (948 | ) |  | $ | 48,317 |

The following table presents the available-for-sale securities’ gross unrealized losses and fair value, aggregated by the length of time the individual securities have been in a continuous loss position as of March 31, 2020 and December 31, 2019:

(In thousands) |  | Less than 12 Months |  |  | 12 Months or More |  |  | Total |
|  | Fair Value |  |  | Unrealized (Loss) |  |  | Fair Value |  |  | Unrealized (Loss) |  |  | Fair Value |  |  | Unrealized (Loss) |
March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U. S. Government agency mortgage-backed securities |  | $ | 107 |  |  | $ | (4 | ) |  | $ | 1,585 |  |  | $ | (17 | ) |  | $ | 1,692 |  |  | $ | (21 | )
Corporate bonds |  |  | 3,739 |  |  |  | (278 | ) |  |  | 11,756 |  |  |  | (2,244 | ) |  |  | 15,495 |  |  |  | (2,522 | )
Subordinated notes |  |  | 5,321 |  |  |  | (204 | ) |  |  | - |  |  |  | - |  |  |  | 5,321 |  |  |  | (204 | )
SBA loan pools |  |  | 4,770 |  |  |  | (35 | ) |  |  | - |  |  |  | - |  |  |  | 4,770 |  |  |  | (35 | )
|  | $ | 13,937 |  |  | $ | (521 | ) |  | $ | 13,341 |  |  | $ | (2,261 | ) |  | $ | 27,278 |  |  | $ | (2,782 | )
December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U. S. Government agency mortgage-backed securities |  | $ | 2,609 |  |  | $ | (20 | ) |  | $ | 3,919 |  |  | $ | (48 | ) |  | $ | 6,528 |  |  | $ | (68 | )
Corporate bonds |  |  | - |  |  |  | - |  |  |  | 13,162 |  |  |  | (838 | ) |  |  | 13,162 |  |  |  | (838 | )
SBA loan pools |  |  | 5,115 |  |  |  | (42 | ) |  |  | - |  |  |  | - |  |  |  | 5,115 |  |  |  | (42 | )
|  | $ | 7,724 |  |  | $ | (62 | ) |  | $ | 17,081 |  |  | $ | (886 | ) |  | $ | 24,805 |  |  | $ | (948 | )

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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

At March 31, 2020 and December 31, 2019, 16 of 26 and 15 of 27 available-for-sale securities had unrealized losses with an aggregate decline of 9.3% and 3.7% from the amortized cost of those securities, respectively.

Based on its quarterly reviews, management believes that none of the losses on available-for-sale securities noted above constitute other-than-temporary impairment (“OTTI”). The noted losses are considered temporary due to market fluctuations in available interest rates on U.S. Government agency debt, mortgage-backed securities issued by U.S. Government agencies, subordinated notes, and corporate debt. Management considers the issuers of the securities to be financially sound, the corporate bonds are investment grade, and the collectability of all contractual principal and interest payments is reasonably expected. SBA government guaranteed loan pools securities were purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by the U.S. Government agency. The unrealized losses on the subordinated notes were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Since Patriot is not more-likely-than-not to be required to sell the investments before recovery of the amortized cost basis and does not intend to sell the securities at a loss, none of the available-for-sale securities noted are considered to be OTTI as of March 31, 2020.

As of March 31, 2020 and December 31, 2019, available-for-sale securities of $4.6 million and $4.8 million were pledged primarily to secure municipal deposits, respectively. The securities were pledged to the Federal Reserve Bank (“FRB”).

The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held as of March 31, 2020 and December 31, 2019. The mortgages underlying the mortgage-backed securities are not due at a single maturity date. Additionally, these mortgages often are and generally may be pre-paid without penalty, creating a degree of uncertainty that such investments can be held until maturity. For convenience, mortgage-backed securities have been included in the summary as a separate line item.

(In thousands) |  | Amortized Cost |  |  | Fair Value |
|  | Due Within 5 years |  |  | Due After 5 years through 10 years |  |  | Due After 10 years |  |  | Total |  |  | Due Within 5 years |  |  | Due After 5 years through 10 years |  |  | Due After 10 years |  |  | Total |
March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Corporate bonds |  | $ | 4,017 |  |  | $ | 14,000 |  |  | $ | - |  |  | $ | 18,017 |  |  | $ | 3,739 |  |  | $ | 11,756 |  |  | $ | - |  |  | $ | 15,495 |
Subordinated notes |  |  | - |  |  |  | 9,025 |  |  |  | - |  |  |  | 9,025 |  |  |  | - |  |  |  | 8,947 |  |  |  | - |  |  |  | 8,947 |
SBA loan pools |  |  | - |  |  |  | 4,805 |  |  |  | - |  |  |  | 4,805 |  |  |  | - |  |  |  | 4,770 |  |  |  | - |  |  |  | 4,770 |
Available-for-sale securities with stated maturity dates |  |  | 4,017 |  |  |  | 27,830 |  |  |  | - |  |  |  | 31,847 |  |  |  | 3,739 |  |  |  | 25,473 |  |  |  | - |  |  |  | 29,212 |
U. S. Government agency mortgage-backed securities |  |  | 3,487 |  |  |  | 1,915 |  |  |  | 9,932 |  |  |  | 15,334 |  |  |  | 3,502 |  |  |  | 1,934 |  |  |  | 10,182 |  |  |  | 15,618 |
|  | $ | 7,504 |  |  | $ | 29,745 |  |  | $ | 9,932 |  |  | $ | 47,181 |  |  | $ | 7,241 |  |  | $ | 27,407 |  |  | $ | 10,182 |  |  | $ | 44,830 |
December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Corporate bonds |  | $ | 4,018 |  |  | $ | 14,000 |  |  | $ | - |  |  | $ | 18,018 |  |  | $ | 4,151 |  |  | $ | 13,162 |  |  | $ | - |  |  | $ | 17,313 |
Subordinated notes |  |  | - |  |  |  | 9,022 |  |  |  | - |  |  |  | 9,022 |  |  |  | - |  |  |  | 9,204 |  |  |  | - |  |  |  | 9,204 |
SBA loan pools |  |  | - |  |  |  | 5,157 |  |  |  | - |  |  |  | 5,157 |  |  |  | - |  |  |  | 5,115 |  |  |  | - |  |  |  | 5,115 |
Available-for-sale securities with stated maturity dates |  |  | 4,018 |  |  |  | 28,179 |  |  |  | - |  |  |  | 32,197 |  |  |  | 4,151 |  |  |  | 27,481 |  |  |  | - |  |  |  | 31,632 |
U. S. Government agency mortgage-backed securities |  |  | 3,805 |  |  |  | 2,047 |  |  |  | 10,811 |  |  |  | 16,663 |  |  |  | 3,810 |  |  |  | 2,016 |  |  |  | 10,859 |  |  |  | 16,685 |
|  | $ | 7,823 |  |  | $ | 30,226 |  |  | $ | 10,811 |  |  | $ | 48,860 |  |  | $ | 7,961 |  |  | $ | 29,497 |  |  | $ | 10,859 |  |  | $ | 48,317 |

During the three months ended March 31, 2020, the Bank did not purchase and sell any available-for-sale securities. During the three months ended March 31, 2019, $1.4 million subordinated notes were purchased, and there was no sale of available-for-sale securities.

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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Note 4. Loans Receivable and Allowance for Loan and Lease Losses

As of March 31, 2020 and December 31, 2019, loans receivable, net, consisted of the following:

|  | March 31, |  |  | December 31, |
(In thousands) |  | 2020 |  |  | 2019 |
Loan portfolio segment: |  |  |  |  |  |  |  |
Commercial Real Estate |  | $ | 304,492 |  |  | $ | 314,414 |
Residential Real Estate |  |  | 171,795 |  |  |  | 175,489 |
Commercial and Industrial |  |  | 179,457 |  |  |  | 173,875 |
Consumer and Other |  |  | 96,620 |  |  |  | 85,934 |
Construction |  |  | 55,255 |  |  |  | 48,388 |
Construction to Permanent - CRE |  |  | 11,222 |  |  |  | 14,064 |
Loans receivable, gross |  |  | 818,841 |  |  |  | 812,164 |
Allowance for loan and lease losses |  |  | (10,916 | ) |  |  | (10,115 | )
Loans receivable, net |  | $ | 807,925 |  |  | $ | 802,049 |

Patriot's lending activities are conducted principally in Fairfield and New Haven Counties in Connecticut and Westchester County in New York, and the five Boroughs of New York City. Patriot originates commercial real estate loans, commercial business loans, a variety of consumer loans, and construction loans, and has purchased residential loans since 2016. All commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations is dependent to some degree on the status of the regional economy as well as upon the regional real estate market. Accordingly, the ultimate collectability of a substantial portion of the loan portfolio and the recovery of a substantial portion of any resulting real estate acquired is susceptible to changes in market conditions.

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

In connection with the Prime Bank merger in May 2018, loans were acquired. A subset of these loans was determined to have evidence of credit deterioration at the acquisition date, which was accounted for in accordance with ASC 310-30. The purchased credit impaired (“PCI”) loans presently maintain a carrying value of $38,000 as of March 31, 2020 and $176,000 as of December 31, 2019, respectively. The loans were evaluated for impairment through the periodic reforecasting of expected cash flows.

Income is recognized on PCI loans pursuant to ASC Topic 310-30. A portion of the fair value discount has been ascribed as an accretable yield that is accreted into interest income over the estimated remaining life of the loans. The remaining non-accretable difference represents cash flows not expected to be collected.

14

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

A summary of changes in the accretable discount for PCI loans for the three months ended March 31, 2020 and 2019 follows:

(In thousands) |  | For the three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Accretable discount, beginning of period |  | $ | (47 | ) |  | $ | (792 | )
Accretion |  |  | 2 |  |  |  | 25 |
Other changes, net |  |  | 45 |  |  |  | 573 |
Accretable discount, end of period |  | $ | - |  |  | $ | (194 | )

The accretion of the accretable discount for PCI loans for the three months ended March 31, 2020 and 2019 were $2,000 and $25,000, respectively. The other changes represent primarily loans that were either fully paid-off or totally charged off.

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

Commercial Real Estate Loans

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

Residential Real Estate Loans

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

During the three months ended March 31, 2020 and 2019, Patriot purchased $4.1 million and $4.8 million of residential real estate loans, respectively.

Commercial and Industrial Loans

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

Patriot’s syndicated and leveraged loan portfolio, which totaled $69.9 million and $71.5 million at March 31, 2020 and December 31, 2019, respectively, are included in the commercial and industrial loan classification and are primarily comprised of loan transactions led by major financial institutions and regional banks, which are the Agent Bank or Lead Arranger, and are referred to as syndicated loans or "Shared National Credits (SNC)". SNC loans were determined to be complementary to the Bank’s existing commercial and industrial loan portfolio and product offerings and provide diversification from Patriot’s typical direct-to-business lines of credit and term facilities. The Bank will participate in senior secured financings for public and privately-owned companies for acquisitions, working capital, recapitalizations, and general corporate purposes. The Bank’s strategy is to participate in these types of loan transaction in accordance with its internal policies.

15

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Consumer and Other Loans

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

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

Patriot purchased $14.9 million and $0 education loans during the three months ended March 31, 2020 and 2019, respectively.

Construction Loans

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

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

Construction to Permanent - Commercial Real Estate (“CRE”)

Loans in this category represent a one-time close of a construction facility with simultaneous conversion to an amortizing mortgage loan. Construction to Permanent loans combine a short term period similar to a construction loan, generally with a variable rate, and a longer term CRE loan typically 20-25 years, resetting every five years to the Federal Home Loan Bank (“FHLB”) rate.

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

SBA Loans

Patriot originates SBA 7(a) loans, on which the SBA has historically provided guarantees of 75 percent of the principal balance. The guaranteed portion of the Company’s SBA loans is generally sold in the secondary market with the unguaranteed portion held in the portfolio as a loan held for investment. SBA loans are for the purpose of providing working capital, financing the purchase of equipment, inventory or commercial real estate and for other business purposes. Loans are guaranteed by the businesses' major owners. SBA loans are made based primarily on the historical and projected cash flow of the business and secondarily on the underlying collateral provided. SBA loans held for investment are included in the commercial real estate loans and commercial and industrial loan classifications, which totaled $11.3 million and $9.6 million as of March 31, 2020 and December 31, 2019, respectively.

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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Allowance for L oan and L ease L osses

The following tables summarize the activity in the allowance for loan and lease losses, allocated to segments of the loan portfolio, for the three months ended March 31, 2020 and 2019:

(In thousands) |  | Commercial Real Estate |  |  | Residential Real Estate |  |  | Commercial and Industrial |  |  | Consumer and Other |  |  | Construction |  |  | Construction to Permanent - CRE |  |  | Unallocated |  |  | Total |
Three months ended March 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for loan and lease losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
December 31, 2019 |  | $ | 3,789 |  |  | $ | 1,038 |  |  | $ | 4,340 |  |  | $ | 341 |  |  | $ | 477 |  |  | $ | 130 |  |  | $ | - |  |  | $ | 10,115 |
Charge-offs |  |  | - |  |  |  | (1 | ) |  |  | (4 | ) |  |  | (39 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (44 | )
Recoveries |  |  | - |  |  |  | - |  |  |  | 40 |  |  |  | 1 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 41 |
Provisions (credits) |  |  | 361 |  |  |  | 83 |  |  |  | 14 |  |  |  | 231 |  |  |  | 126 |  |  |  | (11 | ) |  |  | - |  |  |  | 804 |
March 31, 2020 |  | $ | 4,150 |  |  | $ | 1,120 |  |  | $ | 4,390 |  |  | $ | 534 |  |  | $ | 603 |  |  | $ | 119 |  |  | $ | - |  |  | $ | 10,916 |
Three months ended March 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for loan and lease losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
December 31, 2018 |  | $ | 1,866 |  |  | $ | 1,059 |  |  | $ | 3,558 |  |  | $ | 641 |  |  | $ | 350 |  |  | $ | 108 |  |  | $ | 27 |  |  | $ | 7,609 |
Charge-offs |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Recoveries |  |  | - |  |  |  | - |  |  |  | 47 |  |  |  | 2 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 49 |
Provisions (credits) |  |  | (4 | ) |  |  | 330 |  |  |  | (115 | ) |  |  | (51 | ) |  |  | 5 |  |  |  | 15 |  |  |  | (15 | ) |  |  | 165 |
March 31, 2019 |  | $ | 1,862 |  |  | $ | 1,389 |  |  | $ | 3,490 |  |  | $ | 592 |  |  | $ | 355 |  |  | $ | 123 |  |  | $ | 12 |  |  | $ | 7,823 |

The following tables summarize, by loan portfolio segment, the amount of loans receivable evaluated individually and collectively for impairment as of March 31, 2020 and December 31, 2019:

(In thousands) |  | Commercial Real Estate |  |  | Residential Real Estate |  |  | Commercial and Industrial |  |  | Consumer and Other |  |  | Construction |  |  | Construction to Permanent - CRE |  |  | Unallocated |  |  | Total |
March 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for loan and lease losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated for impairment |  | $ | 1,703 |  |  | $ | 4 |  |  | $ | - |  |  | $ | 9 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,716 |
Collectively evaluated for impairment |  |  | 2,447 |  |  |  | 1,116 |  |  |  | 4,390 |  |  |  | 525 |  |  |  | 603 |  |  |  | 119 |  |  |  | - |  |  |  | 9,200 |
Total allowance for loan and lease losses |  | $ | 4,150 |  |  | $ | 1,120 |  |  | $ | 4,390 |  |  | $ | 534 |  |  | $ | 603 |  |  | $ | 119 |  |  | $ | - |  |  | $ | 10,916 |
Loans receivable, gross: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated for impairment |  | $ | 11,518 |  |  | $ | 3,589 |  |  | $ | 2,048 |  |  | $ | 870 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 18,025 |
PCI loans individually evaluated for impairment |  |  | - |  |  |  | - |  |  |  | 38 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 38 |
Collectively evaluated for impairment |  |  | 292,974 |  |  |  | 168,206 |  |  |  | 177,371 |  |  |  | 95,750 |  |  |  | 55,255 |  |  |  | 11,222 |  |  |  | - |  |  |  | 800,778 |
Total loans receivable, gross |  | $ | 304,492 |  |  | $ | 171,795 |  |  | $ | 179,457 |  |  | $ | 96,620 |  |  | $ | 55,255 |  |  | $ | 11,222 |  |  | $ | - |  |  | $ | 818,841 |

17

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

(In thousands) |  | Commercial Real Estate |  |  | Residential Real Estate |  |  | Commercial and Industrial |  |  | Consumer and Other |  |  | Construction |  |  | Construction to Permanent - CRE |  |  | Unallocated |  |  | Total |
December 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for loan and lease losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated for impairment |  | $ | 1,496 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,496 |
Collectively evaluated for impairment |  |  | 2,293 |  |  |  | 1,038 |  |  |  | 4,340 |  |  |  | 341 |  |  |  | 477 |  |  |  | 130 |  |  |  | - |  |  |  | 8,619 |
Total allowance for loan losses |  | $ | 3,789 |  |  | $ | 1,038 |  |  | $ | 4,340 |  |  | $ | 341 |  |  | $ | 477 |  |  | $ | 130 |  |  | $ | - |  |  | $ | 10,115 |
Loans receivable, gross: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated for impairment |  | $ | 13,034 |  |  | $ | 3,621 |  |  | $ | 2,057 |  |  | $ | 916 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 19,628 |
PCI loans individually evaluated for impairment |  |  | - |  |  |  | - |  |  |  | 176 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 176 |
Collectively evaluated for impairment |  |  | 301,380 |  |  |  | 171,868 |  |  |  | 171,642 |  |  |  | 85,018 |  |  |  | 48,388 |  |  |  | 14,064 |  |  |  | - |  |  |  | 792,360 |
Total loans receivable, gross |  | $ | 314,414 |  |  | $ | 175,489 |  |  | $ | 173,875 |  |  | $ | 85,934 |  |  | $ | 48,388 |  |  | $ | 14,064 |  |  | $ | - |  |  | $ | 812,164 |

Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including cash flow from business operations, loan to value ratios, debt service coverage ratios, and credit scores.

Patriot employs a risk rating system as part of the risk assessment of its loan portfolio. At origination, lending officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Loan Committee to which the loan is submitted for approval. If financial developments occur on a loan in the lending officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the Loan Committee can adjust a risk rating based on available information. In addition, the risk ratings on all commercial loans over $250,000 are reviewed annually by the Credit Department.

Additionally, Patriot retains an independent third-party loan review expert to perform a quarterly analysis of the results of its risk rating process. The quarterly review is based on a randomly selected sample of loans within established parameters (e.g., value, concentration), in order to assess and validate the risk ratings assigned to individual loans. Any changes to the assigned risk ratings, based on the quarterly review, are required to be approved by the Loan Committee.

When assigning a risk rating to a loan, management utilizes the Bank’s internal eleven-point risk rating system. An asset is considered “special mention” when it has a potential weakness based on objective evidence, but does not currently expose the Company to sufficient risk to warrant classification in one of the following categories:

| ● | Substandard: An asset is classified “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss, if noted deficiencies are not corrected.
| ● | Doubtful: Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard”, with the added characteristic that the identified weaknesses make collection or liquidation-in-full improbable, on the basis of currently existing facts, conditions, and values.

Charge-offs of loans to reduce the loan to its recoverable value that are solely collateral dependent, generally occur immediately upon confirmation of the partial loss amount. Loans that are cash flow dependent are modeled to reflect the expected cash flows through expected loan maturity, including any proceeds from refinancing or principal curtailment. A specific reserve is established for the amount by which the net investment in the loan exceeds the present value of discounted cash flows. Charge-offs on cash flow dependent loans also generally occur immediately upon confirmation of the partial loss amount.

18

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

If either type of loan is classified as “Loss”, meaning full loss on the loan is expected, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold. In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the classification of retail credit based on delinquency status, “Open-end” and “Closed-end” credits are charged off when 180 days and 120 days delinquent, respectively.

Due to the economic disruption and uncertainty caused by the pandemic, the allowance for loan losses may increase in future periods as borrowers are affected by the expected severe contraction of economic activity and the dramatic increase in unemployment. This may result in increases in loan delinquencies, down-grades of loan credit ratings and charge-offs in future periods. The allowance for loan losses may increase to reflect the decline in the performance of the loan portfolio and the higher level of incurred losses.

Loan Portfolio Aging Analysis

The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of March 31, 2020.

(In thousands) |  | Performing (Accruing) Loans |  |  |  |  |  |  |  |  |
|  | 30 - 59 Days Past Due |  |  | 60 - 89 Days Past Due |  |  | 90 Days or Greater Past Due |  |  | Total Past Due |  |  | Current |  |  | Total Performing Loans |  |  | Non-accruing Loans |  |  | Loans Receivable Gross |
As of March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 5,112 |  |  | $ | - |  |  | $ | - |  |  | $ | 5,112 |  |  | $ | 283,312 |  |  | $ | 288,424 |  |  | $ | - |  |  | $ | 288,424 |
Special mention |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 383 |  |  |  | 383 |  |  |  | - |  |  |  | 383 |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,241 |  |  |  | 5,241 |  |  |  | 10,444 |  |  |  | 15,685 |
|  |  | 5,112 |  |  |  | - |  |  |  | - |  |  |  | 5,112 |  |  |  | 288,936 |  |  |  | 294,048 |  |  |  | 10,444 |  |  |  | 304,492 |
Residential Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | 201 |  |  |  | - |  |  |  | - |  |  |  | 201 |  |  |  | 167,417 |  |  |  | 167,618 |  |  |  | - |  |  |  | 167,618 |
Special mention |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 977 |  |  |  | 977 |  |  |  | 3,200 |  |  |  | 4,177 |
|  |  | 201 |  |  |  | - |  |  |  | - |  |  |  | 201 |  |  |  | 168,394 |  |  |  | 168,595 |  |  |  | 3,200 |  |  |  | 171,795 |
Commercial and Industrial: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | 962 |  |  |  | - |  |  |  | - |  |  |  | 962 |  |  |  | 161,469 |  |  |  | 162,431 |  |  |  | - |  |  |  | 162,431 |
Special mention |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 445 |  |  |  | 445 |  |  |  | - |  |  |  | 445 |
Substandard |  |  | 397 |  |  |  | - |  |  |  | - |  |  |  | 397 |  |  |  | 14,098 |  |  |  | 14,495 |  |  |  | 2,086 |  |  |  | 16,581 |
|  |  | 1,359 |  |  |  | - |  |  |  | - |  |  |  | 1,359 |  |  |  | 176,012 |  |  |  | 177,371 |  |  |  | 2,086 |  |  |  | 179,457 |
Consumer and Other: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | 303 |  |  |  | - |  |  |  | - |  |  |  | 303 |  |  |  | 95,597 |  |  |  | 95,900 |  |  |  | - |  |  |  | 95,900 |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 720 |  |  |  | 720 |
|  |  | 303 |  |  |  | - |  |  |  | - |  |  |  | 303 |  |  |  | 95,597 |  |  |  | 95,900 |  |  |  | 720 |  |  |  | 96,620 |
Construction: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 55,255 |  |  |  | 55,255 |  |  |  | - |  |  |  | 55,255 |
|  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 55,255 |  |  |  | 55,255 |  |  |  | - |  |  |  | 55,255 |
Construction to Permanent - CRE: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,222 |  |  |  | 11,222 |  |  |  | - |  |  |  | 11,222 |
|  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,222 |  |  |  | 11,222 |  |  |  | - |  |  |  | 11,222 |
Total |  | $ | 6,975 |  |  | $ | - |  |  | $ | - |  |  | $ | 6,975 |  |  | $ | 795,416 |  |  | $ | 802,391 |  |  | $ | 16,450 |  |  | $ | 818,841 |
Loans receivable, gross: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 6,578 |  |  | $ | - |  |  | $ | - |  |  | $ | 6,578 |  |  | $ | 774,272 |  |  | $ | 780,850 |  |  | $ | - |  |  | $ | 780,850 |
Special mention |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 828 |  |  |  | 828 |  |  |  | - |  |  |  | 828 |
Substandard |  |  | 397 |  |  |  | - |  |  |  | - |  |  |  | 397 |  |  |  | 20,316 |  |  |  | 20,713 |  |  |  | 16,450 |  |  |  | 37,163 |
Loans receivable, gross |  | $ | 6,975 |  |  | $ | - |  |  | $ | - |  |  | $ | 6,975 |  |  | $ | 795,416 |  |  | $ | 802,391 |  |  | $ | 16,450 |  |  | $ | 818,841 |

19

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following tables summarize performing and non-performing loans (i.e., non-accruing) receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2019.

(In thousands) |  | Performing (Accruing) Loans |  |  |  |  |  |  |  |  |
|  | 30 - 59 Days Past Due |  |  | 60 - 89 Days Past Due |  |  | 90 Days or Greater Past Due |  |  | Total Past Due |  |  | Current |  |  | Total Performing Loans |  |  | Non-accruing Loans |  |  | Loans Receivable Gross |
As of December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 295,982 |  |  | $ | 295,982 |  |  | $ | - |  |  | $ | 295,982 |
Special mention |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 385 |  |  |  | 385 |  |  |  | - |  |  |  | 385 |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6,086 |  |  |  | 6,086 |  |  |  | 11,961 |  |  |  | 18,047 |
|  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 302,453 |  |  |  | 302,453 |  |  |  | 11,961 |  |  |  | 314,414 |
Residential Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | 658 |  |  |  | - |  |  |  | - |  |  |  | 658 |  |  |  | 169,903 |  |  |  | 170,561 |  |  |  | - |  |  |  | 170,561 |
Special mention |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,700 |  |  |  | 1,700 |  |  |  | 3,228 |  |  |  | 4,928 |
|  |  | 658 |  |  |  | - |  |  |  | - |  |  |  | 658 |  |  |  | 171,603 |  |  |  | 172,261 |  |  |  | 3,228 |  |  |  | 175,489 |
Commercial and Industrial: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | 327 |  |  |  | 350 |  |  |  | - |  |  |  | 677 |  |  |  | 162,711 |  |  |  | 163,388 |  |  |  | - |  |  |  | 163,388 |
Special mention |  |  | 279 |  |  |  | - |  |  |  | - |  |  |  | 279 |  |  |  | 172 |  |  |  | 451 |  |  |  | - |  |  |  | 451 |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,942 |  |  |  | 7,942 |  |  |  | 2,094 |  |  |  | 10,036 |
|  |  | 606 |  |  |  | 350 |  |  |  | - |  |  |  | 956 |  |  |  | 170,825 |  |  |  | 171,781 |  |  |  | 2,094 |  |  |  | 173,875 |
Consumer and Other: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | 2,805 |  |  |  | 3 |  |  |  | 19 |  |  |  | 2,827 |  |  |  | 82,341 |  |  |  | 85,168 |  |  |  | - |  |  |  | 85,168 |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 766 |  |  |  | 766 |
|  |  | 2,805 |  |  |  | 3 |  |  |  | 19 |  |  |  | 2,827 |  |  |  | 82,341 |  |  |  | 85,168 |  |  |  | 766 |  |  |  | 85,934 |
Construction: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 48,388 |  |  |  | 48,388 |  |  |  | - |  |  |  | 48,388 |
|  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 48,388 |  |  |  | 48,388 |  |  |  | - |  |  |  | 48,388 |
Construction to Permanent - CRE: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 14,064 |  |  |  | 14,064 |  |  |  | - |  |  |  | 14,064 |
|  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 14,064 |  |  |  | 14,064 |  |  |  | - |  |  |  | 14,064 |
Total |  | $ | 4,069 |  |  | $ | 353 |  |  | $ | 19 |  |  | $ | 4,441 |  |  | $ | 789,674 |  |  | $ | 794,115 |  |  | $ | 18,049 |  |  | $ | 812,164 |
Loans receivable, gross: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 3,790 |  |  | $ | 353 |  |  | $ | 19 |  |  | $ | 4,162 |  |  | $ | 773,389 |  |  | $ | 777,551 |  |  | $ | - |  |  | $ | 777,551 |
Special mention |  |  | 279 |  |  |  | - |  |  |  | - |  |  |  | 279 |  |  |  | 557 |  |  |  | 836 |  |  |  | - |  |  |  | 836 |
Substandard |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,728 |  |  |  | 15,728 |  |  |  | 18,049 |  |  |  | 33,777 |
Loans receivable, gross |  | $ | 4,069 |  |  | $ | 353 |  |  | $ | 19 |  |  | $ | 4,441 |  |  | $ | 789,674 |  |  | $ | 794,115 |  |  | $ | 18,049 |  |  | $ | 812,164 |

20

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following tables summarize non-performing (i.e., non-accruing) loans by aging category and status, within the applicable loan portfolio segment as of March 31, 2020 and December 31, 2019:

(In thousands) |  | Non-accruing Loans |  |  |  |  |
|  | 30 - 59 Days Past Due |  |  | 60 - 89 Days Past Due |  |  | 90 Days or Greater Past Due |  |  | Total Past Due |  |  | Current |  |  | Total Non-accruing Loans |
As of March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  | $ | 8,811 |  |  | $ | - |  |  | $ | 1,633 |  |  | $ | 10,444 |  |  | $ | - |  |  | $ | 10,444 |
Residential Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  |  | 843 |  |  |  | - |  |  |  | 1,813 |  |  |  | 2,656 |  |  |  | 544 |  |  |  | 3,200 |
Commercial and Industrial: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  |  | - |  |  |  | 370 |  |  |  | 1,716 |  |  |  | 2,086 |  |  |  | - |  |  |  | 2,086 |
Consumer and Other: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  |  | 79 |  |  |  | - |  |  |  | 112 |  |  |  | 191 |  |  |  | 529 |  |  |  | 720 |
Total non-accruing loans |  | $ | 9,733 |  |  | $ | 370 |  |  | $ | 5,274 |  |  | $ | 15,377 |  |  | $ | 1,073 |  |  | $ | 16,450 |
As of December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  | $ | - |  |  | $ | - |  |  | $ | 1,636 |  |  | $ | 1,636 |  |  | $ | 10,325 |  |  | $ | 11,961 |
Residential Real Estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  |  | - |  |  |  | - |  |  |  | 1,872 |  |  |  | 1,872 |  |  |  | 1,356 |  |  |  | 3,228 |
Commercial and Industrial: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  |  | - |  |  |  | - |  |  |  | 1,724 |  |  |  | 1,724 |  |  |  | 370 |  |  |  | 2,094 |
Consumer and Other: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Substandard |  |  | - |  |  |  | - |  |  |  | 149 |  |  |  | 149 |  |  |  | 617 |  |  |  | 766 |
Total non-accruing loans |  | $ | - |  |  | $ | - |  |  | $ | 5,381 |  |  | $ | 5,381 |  |  | $ | 12,668 |  |  | $ | 18,049 |

If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $191,000 and $275,000 would have been recognized during the three months ended March 31, 2020 and 2019, respectively.

Interest income collected and recognized on non-accruing loans for the three months ended March 31, 2020 was $28,000. Interest income of $150,000 was collected and recognized on non-accruing loans during the three months ended March 31, 2019.

The accrual of interest on loans is discontinued at the time the loan is 90 days past due for payment unless the loan is well-secured and in process of collection. Consumer installment loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged-off, at an earlier date, if collection of principal or interest is considered doubtful.

All interest accrued, but not collected for loans that are placed on non-accrual status or charged off, is reversed against interest income. The interest on these loans is accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, after at least six months of timely payment history. Management considers all non-accrual loans and Trouble Debt Restructurings (“TDR”) for impaired loans. In most cases, loan payments that are past due less than 90 days, well-secured, and in the process of collection are not considered impaired. The Bank considers consumer installment loans to be pools of smaller homogeneous loan balances, which are collectively evaluated for impairment.

21

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Troubled Debt Restructurings (“TDR”)

On a case-by-case basis, Patriot may agree to modify the contractual terms of a borrower’s loan to assist customers who may be experiencing financial difficulty. If the borrower is experiencing financial difficulties and a concession has been made, the loan is classified as a TDR.

Substantially all TDR loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below market rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes. TDR loan modifications may also result in the forgiveness of principal or accrued interest. In addition, when modifying commercial loans, Patriot frequently obtains additional collateral or guarantor support. If the borrower has performed under the existing contractual terms of the loan and Patriot’s underwriters determine that the borrower has the capacity to continue to perform under the terms of the TDR, the loan continues accruing interest. Non-accruing TDRs may be returned to accrual status when there has been a sustained period of performance (generally six consecutive months of payments) and both principal and interest are reasonably assured of collection.

The following table summarizes the recorded investment in TDRs as of March 31, 2020 and 2019.

(In thousands) |  | March 30, 2020 |  |  | December 31, 2019 |
|  | Number of Loans |  |  | Recorded Investment |  |  | Number of Loans |  |  | Recorded Investment |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  |  | 2 |  |  | $ | 9,884 |  |  |  | 2 |  |  | $ | 9,873 |
Residential Real Estate |  |  | 2 |  |  |  | 390 |  |  |  | 2 |  |  |  | 393 |
Consumer and Other |  |  | 2 |  |  |  | 678 |  |  |  | 2 |  |  |  | 687 |
Total TDR Loans |  |  | 6 |  |  |  | 10,952 |  |  |  | 6 |  |  |  | 10,953 |
Less: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
TDRs included in non-accrual loans |  |  | 2 |  |  |  | (9,340 | ) |  |  | 2 |  |  |  | (9,337 | )
Total accrual TDR Loans |  |  | 4 |  |  | $ | 1,612 |  |  |  | 4 |  |  | $ | 1,616 |

During the three months ended March 31, 2020, no loans were modified as TDR. During the three months ended March 31, 2019, one loan was modified with a maturity and rate reduction as TDR.

|  | Three Months Ended March 31, 2019 |
|  |  |  |  |  | Outstanding Recorded Investment |
(In thousands) |  | Number of Loans |  |  | Pre-Modification |  |  | Post-Modification |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |
Construction |  |  | 1 |  |  | $ | 8,800 |  |  | $ | 8,800 |
Total TDR Loans |  |  | 1 |  |  | $ | 8,800 |  |  | $ | 8,800 |

The loans modified in a TDR often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, extending the interest-only payment period, or substituting or adding a co-borrower or guarantor. There were no loans modified as TDRs and no defaults of TDRs during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, there were no commitments to advance additional funds under TDRs.

The balances reflected here as TDR’s are also included in the non-accruing loan balance included in the prior table - Loan Portfolio Aging Analysis.

Pursuant to the CARES Act, loan modifications made between March 1, 2020 and the earlier of i) December 30, 2020 or ii) 60 days after the President declares a termination of the COVID-19 national emergency are not classified as TDRs if the related loans were not more than 30 days past due as of December 31, 2019. In addition, on April 7, 2020, a group of banking regulatory agencies issued a revised interagency statement that offers practical expedients for evaluating whether COVID-19 loan modifications are TDRs. As of March 31, 2020, $5.5 million of loans to borrowers had been modified to defer the payment of interest and or principal for up to 90 days. These modified loans were not considered to be TDRs and are therefore excluded from the table above.

22

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Impaired Loans

Impaired loans may consist of non-accrual loans and/or performing and non-performing TDRs. As of March 31, 2020 and December 31, 2019, based on the on-going monitoring and analysis of the loan portfolio, impaired loans of $18.0 million and $19.6 million, respectively, were identified, for which $1.7 million and $1.5 million specific reserves were established, respectively. Loans not requiring specific reserves had fair values exceeding the total recorded investment, supporting the net investment in the loan which includes principal balance, unamortized fees and costs and accrued interest, if any. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.

At March 31, 2020 and December 31, 2019, exposure to the impaired loans was related to 26 and 27 borrowers, respectively. For collateral dependent loans, appraisal reports of the underlying collateral, have been obtained from independent licensed appraisal firms. For non-performing loans, the independently determined appraised values were first reduced by a 12% discount to reflect the Bank’s experience selling Other Real Estate Owned (OREO) properties, and were further reduced by 8% in selling costs, in order to estimate the potential loss, if any, that may eventually be realized. Performing loans are monitored to determine when, if at all, additional loan loss reserves may be required for a loss of underlying collateral value. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate.

In addition, the remaining $38,000 PCI loans acquired from Prime Bank acquisition were commercial and industrial loans. The PCI loans were originally recorded at fair value by the Bank on the date of acquisition. At March 31, 2020, those loans were considered individually evaluated for impairment, with no allowance recorded.

The following table reflects information about the impaired loans, excluding PCI loans, by class as of March 31, 2020 and December 31, 2019:

(In thousands) |  | March 31, 2020 |  |  | December 31, 2019 |
|  | Recorded Investment |  |  | Principal Outstanding |  |  | Related Allowance |  |  | Recorded Investment |  |  | Principal Outstanding |  |  | Related Allowance |
With no related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  | $ | 2,707 |  |  | $ | 2,713 |  |  | $ | - |  |  | $ | 4,234 |  |  | $ | 4,309 |  |  | $ | - |
Residential Real Estate |  |  | 3,479 |  |  |  | 3,498 |  |  |  | - |  |  |  | 3,621 |  |  |  | 3,623 |  |  |  | - |
Commercial and Industrial |  |  | 2,048 |  |  |  | 2,054 |  |  |  | - |  |  |  | 2,057 |  |  |  | 2,060 |  |  |  | - |
Consumer and Other |  |  | 664 |  |  |  | 700 |  |  |  | - |  |  |  | 916 |  |  |  | 1,000 |  |  |  | - |
|  |  | 8,898 |  |  |  | 8,965 |  |  |  | - |  |  |  | 10,828 |  |  |  | 10,992 |  |  |  | - |
With a related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  |  | 8,811 |  |  |  | 8,811 |  |  |  | 1,703 |  |  |  | 8,800 |  |  |  | 8,800 |  |  |  | 1,496 |
Residential Real Estate |  |  | 110 |  |  |  | 110 |  |  |  | 4 |  |  |  | - |  |  |  | - |  |  |  | - |
Consumer and Other |  |  | 206 |  |  |  | 308 |  |  |  | 9 |  |  |  | - |  |  |  | - |  |  |  | - |
|  |  | 9,127 |  |  |  | 9,229 |  |  |  | 1,716 |  |  |  | 8,800 |  |  |  | 8,800 |  |  |  | 1,496 |
Impaired Loans, Total: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  |  | 11,518 |  |  |  | 11,524 |  |  |  | 1,703 |  |  |  | 13,034 |  |  |  | 13,109 |  |  |  | 1,496 |
Residential Real Estate |  |  | 3,589 |  |  |  | 3,608 |  |  |  | 4 |  |  |  | 3,621 |  |  |  | 3,623 |  |  |  | - |
Commercial and Industrial |  |  | 2,048 |  |  |  | 2,054 |  |  |  | - |  |  |  | 2,057 |  |  |  | 2,060 |  |  |  | - |
Consumer and Other |  |  | 870 |  |  |  | 1,008 |  |  |  | 9 |  |  |  | 916 |  |  |  | 1,000 |  |  |  | - |
Impaired Loans, Total |  | $ | 18,025 |  |  | $ | 18,194 |  |  | $ | 1,716 |  |  | $ | 19,628 |  |  | $ | 19,792 |  |  | $ | 1,496 |

23

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following tables summarize additional information regarding impaired loans, excluding PCI loans, by class for the three months ended March 31, 2020 and 2019.

|  | Three Months Ended March 31, |
(In thousands) |  | 2020 |  |  | 2019 |
|  | Average Recorded Investment |  |  | Interest Income Recognized |  |  | Average Recorded Investment |  |  | Interest Income Recognized |
With no related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  | $ | 3,467 |  |  | $ | - |  |  | $ | 6,440 |  |  | $ | 13 |
Residential Real Estate |  |  | 3,578 |  |  |  | 20 |  |  |  | 942 |  |  |  | 4 |
Commercial and Industrial |  |  | 2,082 |  |  |  | 1 |  |  |  | 775 |  |  |  | - |
Consumer and Other |  |  | 851 |  |  |  | 8 |  |  |  | 841 |  |  |  | 8 |
Construction |  |  | - |  |  |  | - |  |  |  | 8,800 |  |  |  | 150 |
|  |  | 9,978 |  |  |  | 29 |  |  |  | 17,798 |  |  |  | 175 |
With a related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  |  | 8,808 |  |  |  | 1 |  |  |  | 472 |  |  |  | - |
Residential Real Estate |  |  | 28 |  |  |  | 2 |  |  |  | 2,089 |  |  |  | - |
Commercial and Industrial |  |  | - |  |  |  | - |  |  |  | 3,863 |  |  |  | - |
Consumer and Other |  |  | 51 |  |  |  | 1 |  |  |  | 21 |  |  |  | - |
|  |  | 8,887 |  |  |  | 4 |  |  |  | 6,445 |  |  |  | - |
Impaired Loans, Total: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  |  | 12,275 |  |  |  | 1 |  |  |  | 6,912 |  |  |  | 13 |
Residential Real Estate |  |  | 3,606 |  |  |  | 22 |  |  |  | 3,031 |  |  |  | 4 |
Commercial and Industrial |  |  | 2,082 |  |  |  | 1 |  |  |  | 4,638 |  |  |  | - |
Consumer and Other |  |  | 902 |  |  |  | 9 |  |  |  | 862 |  |  |  | 8 |
Construction |  |  | - |  |  |  | - |  |  |  | 8,800 |  |  |  | 150 |
Impaired Loans, Total |  | $ | 18,865 |  |  | $ | 33 |  |  | $ | 24,243 |  |  | $ | 175 |

Note 5. Loans Held for Sale

Loans held for sale represent the guaranteed portion of SBA loans originated and are reflected at the lower of aggregate cost or market value. As of March 31, 2020, $18.0 million SBA loans were held for sale, consisting of $11.7 million commercial and industrial loans and $6.3 million commercial real estate. There were $15.3 million of loans held for sale at December 31, 2019, consisting of $10.2 million commercial and industrial loans and $5.1 million commercial real estate.

The Company generally sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the unguaranteed portion in its portfolio. When sales of SBA loans do occur, the premium received on the sale and the present value of future cash flows of the servicing assets, less the discount of the retained portion of the loan are recognized in income.

Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment will be evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.

Serviced loans sold to others are not included in the accompanying consolidated balance sheets. The total amount of such loans serviced, but owned by third party, amounted to approximately $13.5 million and $13.6 million at March 31, 2020 and December 31, 2019, respectively. The servicing asset has a carrying value of $198,000 and fair value of $272,000 at March 31, 2020. Income and fees collected for loan servicing are credited to noninterest income when earned, net of amortization on the related servicing assets. The servicing asset is included in other assets on the consolidated balance sheets.

24

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following table presents an analysis of the activity in the SBA servicing assets for the three months ended March 31, 2020 and 2019:

(In thousands) |  | For the three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Beginning balance |  | $ | 201 |  |  |  | 37 |
Servicing rights capitalized |  |  | 2 |  |  |  | 66 |
Servicing rights amortized |  |  | (5 | ) |  |  | (4 | )
Ending balance |  |  | 198 |  |  |  | 99 |

Note 6. Goodwill and Other Intangible Assets

On May 10, 2018 the Company completed its acquisition of Prime Bank, a Connecticut bank headquartered in Orange, CT. The closing of the transaction added a new Patriot branch located in the Town of Orange, New Haven County, Connecticut.

The assets acquired and liabilities assumed from Prime Bank were recorded at their fair value as of the closing date of the acquisition. Goodwill of $2.1 million was recorded at the time of the acquisition, and was adjusted to $1.7 million as of December 31, 2018, primarily due to updating of fair value of the core deposit intangible and adjustment of cash and contingent consideration. The goodwill was further adjusted to $1.1 million as a result of reducing the estimated amount to be paid pursuant to certain problem loans pending resolution by $621,000 as of May 10, 2019. There were no income statement effects resulting from the recorded measurement period adjustments for the three months ended March 31, 2020. The goodwill is all deductible for income taxes over 15 years.

Information on goodwill for the three months ended March 31, 2020 and 2019 is as follows:

|  | For the three Month Ended March 31, |
(In thousands) |  | 2020 |  |  | 2019 |
Balance, beginning of period |  | $ | 1,107 |  |  | $ | 1,728 |
Mesurement period adjustments |  |  | - |  |  |  | (621 | )
Balance, end of period |  | $ | 1,107 |  |  | $ | 1,107 |

Goodwill is evaluated for impairment annually or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, macro and reporting unit specific economic factors, supply costs, unanticipated competitive activities, and acts by governments and courts.

The Company identified the COVID-19 pandemic as a triggering event for the first quarter of 2020. Due to this triggering event, the Company performed a quantitative assessment of the goodwill, and concluded that the goodwill was not impaired as of March 31, 2020.

25

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Note 7. Deposits

The following table presents the balance of deposits held, by category as of March 31, 2020 and December 31, 2019.

(In thousands) |  | March 31, 2020 |  |  | December 31, 2019 |
Non-interest bearing |  | $ | 83,583 |  |  | $ | 88,135 |
Interest bearing: |  |  |  |  |  |  |  |
NOW |  |  | 28,265 |  |  |  | 26,864 |
Savings |  |  | 59,567 |  |  |  | 64,020 |
Money market |  |  | 132,629 |  |  |  | 99,115 |
Certificates of deposit, less than $250,000 |  |  | 205,311 |  |  |  | 193,942 |
Certificates of deposit, $250,000 or greater |  |  | 68,444 |  |  |  | 67,550 |
Brokered deposits |  |  | 225,415 |  |  |  | 229,909 |
Interest bearing, Total |  |  | 719,631 |  |  |  | 681,400 |
Total Deposits |  | $ | 803,214 |  |  | $ | 769,535 |

As of March 31, 2020, contractual maturities of Certificates of Deposit (“CDs”), and brokered deposits is summarized as follows:

(In thousands) |  | CDs less than $250,000 |  |  | CDs $250,000 or greater |  |  | Brokered Deposits |  |  | Total |
1 year or less |  | $ | 185,727 |  |  | $ | 64,424 |  |  | $ | 209,199 |  |  | $ | 459,350 |
More than 1 year through 2 years |  |  | 14,996 |  |  |  | 2,559 |  |  |  | 15,467 |  |  |  | 33,022 |
More than 2 years through 3 years |  |  | 2,982 |  |  |  | 959 |  |  |  | 499 |  |  |  | 4,440 |
More than 3 years through 4 years |  |  | 644 |  |  |  | 251 |  |  |  | - |  |  |  | 895 |
More than 4 years through 5 years |  |  | 962 |  |  |  | 251 |  |  |  | 250 |  |  |  | 1,463 |
|  | $ | 205,311 |  |  | $ | 68,444 |  |  | $ | 225,415 |  |  | $ | 499,170 |

Note 8. Derivatives

Patriot is a party to four interest rate swaps derivatives that are not designated as hedging instruments. Under a program, Patriot will execute interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Patriot executes with a third party, such that Patriot minimizes its net risk exposure resulting from such transactions. Because the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.

Patriot entered the two initial interest rate swaps under the program in November 2018, and the two most recent swaps were entered into in May 2019. As of March 31, 2020 and December 31, 2019, Patriot had cash pledged for collateral on its interest rate swaps of $1.4 million and $1.1 million, respectively. This collateral is included in other assets on the consolidated balance sheets.

26

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):

(In thousands) |  | Notional Amount |  |  | Maturity (Years) |  |  | Fixed Rate |  |  | Variable Rate |  | Fair Value |
March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Classified in Other Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer interest rate swap |  | $ | 4,919 |  |  |  | 9.1 |  |  |  | 5.25 | % |  | 1 Mo. LIBOR + 1.96% |  | $ | 1,082 |
Customer interest rate swap |  | $ | 1,444 |  |  |  | 9.3 |  |  |  | 4.38 | % |  | 1 Mo. LIBOR + 2.00% |  | $ | 213 |
Classified in Other Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
3rd party interest rate swap |  | $ | 4,919 |  |  |  | 9.1 |  |  |  | 5.25 | % |  | 1 Mo. LIBOR + 1.96% |  | $ | (1,082 | )
3rd party interest rate swap |  | $ | 1,444 |  |  |  | 9.3 |  |  |  | 4.38 | % |  | 1 Mo. LIBOR + 2.00% |  | $ | (213 | )
December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Classified in Other Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer interest rate swap |  | $ | 4,944 |  |  |  | 9.3 |  |  |  | 5.25 | % |  | 1 Mo. LIBOR + 1.96% |  | $ | 617 |
Customer interest rate swap |  |  | 1,444 |  |  |  | 9.5 |  |  |  | 4.38 | % |  | 1 Mo. LIBOR + 2.00% |  |  | 77 |
Classified in Other Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
3rd party interest rate swap |  | $ | 4,944 |  |  |  | 9.3 |  |  |  | 5.25 | % |  | 1 Mo. LIBOR + 1.96% |  | $ | (617 | )
3rd party interest rate swap |  |  | 1,444 |  |  |  | 9.5 |  |  |  | 4.38 | % |  | 1 Mo. LIBOR + 2.00% |  |  | (77 | )

Note 9. Share-Based Compensation and Employee Benefit Plan

The Company maintains the Patriot National Bancorp, Inc. 2012 Stock Plan (the “Plan”) to provide an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”), options, or phantom stock units. Since 2013, the Company’s practice has been to grant RSAs. As of March 31, 2020 and December 31, 2019, there were no options or phantom stock units outstanding, or that have been exercised during the period then ended.

The Plan provides for the issuance of up to 3,000,000 shares of the Company’s common stock subject to certain limitations. As of March 31, 2020, 2,860,438 shares of stock are available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs and options may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs and stock option grants. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant.

27

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The following is a summary of the status of the Company’s restricted shares as of March 31, 2020 and 2019 and changes therein during the periods indicated:

|  | Number of Shares Awarded |  |  | Weighted Average Grant Date Fair Value |
Three months ended March 31, 2020: |  |  |  |  |  |  |  |
Unvested at December 31, 2019 |  |  | 21,470 |  |  | $ | 12.91 |
Vested |  |  | (2,172 | ) |  | $ | 14.56 |
Unvested at March 31, 2020 |  |  | 19,298 |  |  | $ | 12.73 |
Three months ended March 31, 2019: |  |  |  |  |  |  |  |
Unvested at December 31, 2018 |  |  | 31,790 |  |  | $ | 14.06 |
Vested |  |  | (8,936 | ) |  | $ | 15.07 |
Unvested at March 31, 2019 |  |  | 22,854 |  |  | $ | 13.66 |

The Company recognizes compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value.

For the three months ended March 31, 2020 and 2019, the Company recognized total share-based compensation expense of $43,000 and $48,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $25,000 and $28,000, for the three months ended March 31, 2020 and 2019, respectively. Included in share-based compensation expense were $18,000 and $20,000 attributable to Patriot’s external directors, who received total compensation of $117,000 and $119,000 for each of those periods, respectively, which amounts are included in Other Operating Expenses in the Consolidated Statements of Operations.

Unrecognized compensation expense attributable to the unvested restricted shares outstanding as of March 31, 2020 amounted to $264,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 1.91 years.

Dividends

On March 26, 2020, the Company received a notice of rejection from the Federal Reserve Bank of New York regarding the Company’s request to make a quarterly dividend to its shareholders in March 2020. The response related to a pending request submitted by the Bank to the Office of the Comptroller of the Currency (the “OCC”) requesting approval to have the Bank pay a dividend to the Company. As a result, the Company did not pay the dividend that would normally have been paid during the first quarter of 2020.

For the three months ended March 31, 2019, the Company paid cash dividends of $.01 per share of common stock, or an aggregate of $39,000.

Retirement Plan

The Company offers a 401K retirement plan (the “401K”), which provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions to the 401K, limited to an annual maximum amount as set forth periodically by the Internal Revenue Service. The Company matches 50% of such contributions, up to a maximum of six percent of an employee's annual compensation. During the three months ended March 31, 2020 and 2019, compensation expense under the 401K aggregated $89,000 and $54,000, respectively.

28

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Note 10. Earnings per share

The Company is required to present basic earnings per share and diluted earnings per share in its Consolidated Statements of Operations. Basic earnings per share amounts are computed by dividing net (loss) income by the weighted average number of common shares outstanding. Diluted earnings per share reflects additional common shares that would have been outstanding if potentially dilutive common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding unvested RSAs granted to directors and employees. The dilutive effect resulting from these potential shares is determined using the treasury stock method. The Company is also required to provide a reconciliation of the numerator and denominator used in the computation of both basic and diluted earnings per share.

The following table summarizes the computation of basic and diluted earnings per share for the three months ended March 31, 2020 and 2019:

(Net income in thousands) |  | Three Months Ended March 31, |
|  | 2020 |  |  | 2019 |
Basis (loss) earnings per share: |  |  |  |  |  |  |  |
Net (loss) income attributable to Common shareholders |  | $ | (1,072 | ) |  | $ | 323 |
Divided by: |  |  |  |  |  |  |  |
Weighted average shares outstanding |  |  | 3,931,388 |  |  |  | 3,917,312 |
Basic (loss) earnings per common share |  | $ | (0.27 | ) |  | $ | 0.08 |
Diluted (loss) earnings per share: |  |  |  |  |  |  |  |
Net (loss) income attributable to Common shareholders |  | $ | (1,072 | ) |  | $ | 323 |
Weighted average shares outstanding |  |  | 3,931,388 |  |  |  | 3,917,312 |
Effect of potentially dilutive restricted common shares |  |  | - | (1) |  |  | - | (2)
Divided by: |  |  |  |  |  |  |  |
Weighted average diluted shares outstanding |  |  | 3,931,388 |  |  |  | 3,917,312 |
Diluted (loss) earnings per common share |  | $ | (0.27 | ) |  | $ | 0.08 |

(1) | The weighted average diluted shares outstanding does not include 10,112 anti-dilutive restricted common shares for the three months ended March 31, 2020.
(2) | The weighted average diluted shares outstanding does not include 448 anti-dilutive restricted common shares for the three months ended March 31, 2019.

29

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Note 11. Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, Patriot is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contractual amounts of these instruments reflect the extent of involvement Patriot has in particular classes of financial instruments.

The contractual amount of commitments to extend credit and standby letters of credit represents the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral become worthless. Patriot applies its credit policies to entering commitments and conditional obligations and, as with its lending activates, evaluates each customer’s creditworthiness on a case-by-case basis. Management believes that it effectively mitigates the credit risk of these financial instruments through its credit approval processes, establishing credit limits, monitoring the on-going creditworthiness of recipients and grantees, and the receipt of collateral as deemed necessary.

Financial instruments with credit risk at March 31, 2020 and December 31, 2019 are as follows:

|  | March 31, |  |  | December 31, |
(In thousands) |  | 2020 |  |  | 2019 |
Commitments to extend credit: |  |  |  |  |  |  |  |
Unused lines of credit |  | $ | 63,560 |  |  | $ | 71,101 |
Undisbursed construction loans |  |  | 44,653 |  |  |  | 25,367 |
Home equity lines of credit |  |  | 19,146 |  |  |  | 20,032 |
Future loan commitments |  |  | 14,046 |  |  |  | 27,822 |
Financial standby letters of credit |  |  | 743 |  |  |  | 743 |
|  | $ | 142,148 |  |  | $ | 145,065 |

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary upon extending credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include commercial property, residential property, deposits and securities. Patriot has established a reserve for credit loss of $8,000 and $8,000 as of March 31, 2020 and December 31, 2019, respectively, which is included in accrued expenses and other liabilities.

Standby letters of credit are written commitments issued by Patriot to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Guarantees that are not derivative contracts are recorded at fair value and included in the consolidated balance sheet.

30

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Note 12. Regulatory and Operational Matters

In November 2018, the Bank entered into a formal written agreement (the “Agreement”) with the OCC. Pursuant to the terms of the Agreement, the Bank has appointed a Compliance Committee of three independent outside directors and one member of management responsible for monitoring adherence to the Agreement and has appointed a Lead Independent Director.

The Agreement states that the Board and Bank would develop, implement and revise written documents and policies related to executive compensation, conflict of interest, internal audit, liquidity and asset/liability management, commercial loan administration, leveraged lending, practices relating to the allowance for loan and lease losses, and assumptions used in the Bank’s interest rate risk model. Under the Agreement the Bank agreed to provide a revised written 3-year strategic and capital plan for the Bank. The Bank provided the documents and policies requested in the Agreement. To date, the Bank has addressed each of the items identified in the Agreement and is currently working collaboratively with the OCC to bring all matters to full resolution. Further details pertaining to the Agreement were provided in Part II Item 9B: Other information included on the Annual Report on Form 10-K for the year ended December 31, 2018.

Federal and state regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, federal banking agencies imposed four minimum capital requirements on a community bank’s risk-based capital ratios consisting of Total Capital, Tier 1 Capital, Common Equity Tier 1 (“CET1”) Capital, and a Tier 1 Leverage Capital ratio. The risk-based capital ratios measure the adequacy of a bank's capital against the riskiness of its on- and off-balance sheet assets and activities. Failure to maintain adequate capital is a basis for "prompt corrective action" or other regulatory enforcement action. In assessing a bank's capital adequacy, regulators also consider other factors such as interest rate risk exposure, liquidity, funding and market risks, quality and level of earnings, concentrations of credit, quality of loans and investments, nontraditional activity risk, policy effectiveness, and management's overall ability to monitor and control risk.

In September 2019, the community bank leverage ratio (CBLR) framework was jointly issued by the FDIC, OCC and FRB. The final rule gives qualifying community banks the option to use a simplified measure of capital adequacy instead of risk based capital, beginning with their March 31, 2020 Call Report. Under the final rule a community bank may qualify for the CBLR framework if it has a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. The Bank did not adopt the CBLR framework at March 31, 2020, but retains the option to adopt the framework in a future period.

Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. Under the instituted regulatory framework, to be considered “well capitalized”, a financial institution must generally have a Total Capital ratio of at least 10%, a Tier 1 Capital ratio of at least 8.0%, a CET1 Capital ratio at least 6.5%, and a Tier 1 Leverage Capital ratio of at least 9.0%. However, regardless of a financial institution’s ratios, the OCC may require increased capital ratios or impose dividend restrictions based on the other factors it considers in assessing a bank’s capital adequacy.

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

31

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The Company’s and the Bank’s regulatory capital amounts and ratios at March 31, 2020 and December 31, 2019 are summarized as follows:

(In thousands) |  | Patriot National Bancorp, Inc. |  |  | Patriot Bank, N.A. |
|  | March 31, 2020 |  |  | December 31, 2019 |  |  | March 31, 2020 |  |  | December 31, 2019 |
|  | Amount ($) |  |  | Ratio (%) |  |  | Amount ($) |  |  | Ratio (%) |  |  | Amount ($) |  |  | Ratio (%) |  |  | Amount ($) |  |  | Ratio (%) |
Total Capital (to risk weighted assets): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Actual |  | $ | 89,597 |  |  |  | 10.405 |  |  | $ | 90,083 |  |  |  | 10.510 |  |  | $ | 100,779 |  |  |  | 11.758 |  |  | $ | 100,953 |  |  |  | 11.826 |
To be Well Capitalized(1) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 85,713 |  |  |  | 10.000 |  |  |  | 85,362 |  |  |  | 10.000 |
For capital adequacy with Capital Buffer(2) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 89,999 |  |  |  | 10.500 |  |  |  | 89,630 |  |  |  | 10.500 |
For capital adequacy |  |  | 68,887 |  |  |  | 8.000 |  |  |  | 68,573 |  |  |  | 8.000 |  |  |  | 68,570 |  |  |  | 8.000 |  |  |  | 68,290 |  |  |  | 8.000 |
Tier 1 Capital (to risk weighted assets): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Actual |  |  | 68,832 |  |  |  | 7.994 |  |  |  | 69,957 |  |  |  | 8.161 |  |  |  | 90,062 |  |  |  | 10.507 |  |  |  | 90,827 |  |  |  | 10.640 |
To be Well Capitalized(1) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68,570 |  |  |  | 8.000 |  |  |  | 68,290 |  |  |  | 8.000 |
For capital adequacy with Capital Buffer(2) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 72,856 |  |  |  | 8.500 |  |  |  | 72,558 |  |  |  | 8.500 |
For capital adequacy |  |  | 51,665 |  |  |  | 6.000 |  |  |  | 51,430 |  |  |  | 6.000 |  |  |  | 51,428 |  |  |  | 6.000 |  |  |  | 51,217 |  |  |  | 6.000 |
Common Equity Tier 1 Capital (to risk weighted assets): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Actual |  |  | 60,832 |  |  |  | 7.065 |  |  |  | 61,957 |  |  |  | 7.228 |  |  |  | 90,062 |  |  |  | 10.507 |  |  |  | 90,827 |  |  |  | 10.640 |
To be Well Capitalized(1) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 55,713 |  |  |  | 6.500 |  |  |  | 55,485 |  |  |  | 6.500 |
For capital adequacy with Capital Buffer(2) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 59,999 |  |  |  | 7.000 |  |  |  | 59,753 |  |  |  | 7.000 |
For capital adequacy |  |  | 38,749 |  |  |  | 4.500 |  |  |  | 38,572 |  |  |  | 4.500 |  |  |  | 38,571 |  |  |  | 4.500 |  |  |  | 38,413 |  |  |  | 4.500 |
Tier 1 Leverage Capital (to average assets): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Actual |  |  | 68,832 |  |  |  | 7.001 |  |  |  | 69,957 |  |  |  | 7.148 |  |  |  | 90,062 |  |  |  | 9.158 |  |  |  | 90,827 |  |  |  | 9.279 |
To be Well Capitalized(1) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 49,169 |  |  |  | 5.000 |  |  |  | 48,944 |  |  |  | 5.000 |
For capital adequacy |  |  | 39,328 |  |  |  | 4.000 |  |  |  | 39,148 |  |  |  | 4.000 |  |  |  | 39,335 |  |  |  | 4.000 |  |  |  | 39,155 |  |  |  | 4.000 |

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

32

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Under the final capital rules that became effective on January 1, 2015, there was a requirement for a CET1 capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that may be distributed to shareholders or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital conversation buffer of 2.5% has been included in the minimum capital adequacy ratios in the 2020 and 2019 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 was effective on January 1, 2019. As of March 31, 2020, Patriot satisfies all regulatory capital adequacy requirements on a fully phased-in basis.

Note 13. Fair Value and Interest Rate Risk

Patriot measures the carrying value of certain financial assets and liabilities at fair value, as required by its policies as a financial institution and by US GAAP. The carrying values of certain assets and liabilities are measured at fair value on a recurring basis, such as available-for-sale securities; while other assets and liabilities are measured at fair value on a non-recurring basis due to external factors requiring management’s judgment to estimate potential losses of value resulting in asset impairments or the establishment of valuation reserves. Measuring assets and liabilities at fair value may result in fluctuations to carrying value that have a significant impact on the results of operations or other comprehensive income for the period and period over period.

Following is a detailed summary of the guidance provided by US GAAP regarding the application of fair value measurements and Patriot’s application thereof. Additionally, the following information includes detailed summaries of the effects fair value measurements have on the carrying amounts of asset and liabilities presented in the Consolidated Financial Statements.

The objective of fair value measurement is to value an asset that may be sold or a liability that may be transferred at the estimated value which might be obtained in a transaction between unrelated parties under current market conditions. US GAAP establishes a framework for measuring assets and liabilities at fair value, as well as certain financial instruments classified in equity. The framework provides a fair value hierarchy, which prioritizes quoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, which are inputs for which market data are not available and that are developed by management using the best information available to develop assumptions about the value market participants might place on the asset to be sold or liability to be transferred.

The three levels of the fair value hierarchy consist of:

| Level 1 | Unadjusted quoted market prices for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date (such as active exchange-traded equity securities and certain U.S. and government agency debt securities).

| Level 2 | Observable inputs other than quoted prices included in Level 1, such as: - Quoted prices for similar assets or liabilities in active markets (such as U.S. agency and government sponsored mortgage-backed securities) - Quoted prices for identical or similar assets or liabilities in less active markets (such as certain U.S. and government agency debt securities, and corporate and municipal debt securities that trade infrequently) - Other inputs that are observable for substantially the full term of the asset or liability (i.e. interest rates, yield curves, prepayment speeds, default rates, etc.).

| Level 3 | Valuation techniques that require unobservable inputs that are supported by little or no market activity and are significant to the fair value measurement of the asset or liability (such as pricing and discounted cash flow models that typically reflect management’s estimates of the assumptions a market participant would use in pricing the asset or liability).

33

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.

Cash and due from banks and accrued interest receivable and payable

The carrying amount is a reasonable estimate of fair value and accordingly these are classified as Level 1. These financial instruments are not recorded at fair value on a recurring basis.

Available-for-sale securities

The fair value of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).

Other Investments

The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund totaling $4.45 million. This investment is utilized by the Bank to satisfy its Community Reinvestment Act (“CRA”) lending requirements. As this fund operates as a private fund, shares in the fund are not publicly traded but may be redeemed with 60 days’ notice at cost. For that reason, the carrying amount was considered comparable to fair value at both March 31, 2020 and December 31, 2019 due to its short-term nature.

Federal Reserve Bank Stock and Federal Home Loan Bank Stock

Shares in the Federal Reserve Bank (“FRB”) and Federal Home Loan Bank (“FHLB”) are purchased and redeemed based upon their $100 par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost.

Loans

The fair value of loans are estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. In connection with the adoption of ASU 2016-01 on January 1, 2018, we refined our methodology to estimate the fair value of our loan portfolio using an exit price notion resulting in prior periods no longer being comparable. The exit price notion requires determination of the price at which willing market participants would transact at the measurement date under current market conditions depending on facts and circumstances, such as origination rates, credit risk, transaction costs, liquidity, national and regional market trends and other adjustments, utilizing publicly available rates and indices. The application of an exit price notion requires the use of significant judgment.

SBA Loans Held for Sale

The fair value of SBA loans held for sale is estimated by using a market approach that includes prices for loans sold awaiting settlement and other observable inputs. The Company has determined that the inputs used to value the SBA loans held for sale fall within Level 2 of the fair value hierarchy.

SBA Servicing Asset

Servicing assets do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets using discounted cash flow models incorporating numerous assumptions from the perspective of a market participant including market discount rates and prepayment speeds. Due to the significant unobservable input related to the servicing rights, the SBA servicing asset is classified within Level 3 of the valuation hierarchy.

34

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Other Real Estate Owned

The fair value of OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When fair value is based on unadjusted current appraised value, OREO is classified within Level 2 of the fair value hierarchy. Patriot classifies OREO within Level 3 of the fair value hierarchy when unobservable inputs are used to determine adjustments to appraised values. Patriot does not record OREO at fair value on a recurring basis, but rather initially records OREO at fair value on a non-recurring basis and then monitors property and market conditions that may indicate a change in value is warranted.

Derivative asset (liability) - Interest Rate Swaps

The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy.

Deposits

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

The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits. Patriot does not record deposits at fair value on a recurring basis.

Senior Notes, Subordinated Notes, and Junior Subordinated Debt and Note Payable

Patriot does not record senior notes at fair value on a recurring basis. The fair value of the senior notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.

Patriot does not record subordinated notes issued in June 2018 at fair value on a recurring basis. The fair value of the subordinated notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.

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

The Company considers its own credit worthiness in determining the fair value of its Senior Notes, Subordinated Notes, Notes Payable and Junior Subordinated Debt.

Federal Home Loan Bank Borrowings

The fair value of FHLB advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances. Patriot does not record FHLB advances at fair value on a recurring basis.

Contingent Consideration Liability

The Company estimates the fair value of the contingent consideration liability by using a discounted cash flow model of future contingent payments based on interest income related to the acquired PCI loans. The estimated fair value of the contingent consideration liability is reviewed on a quarterly basis and any valuation adjustments resulting from a change of estimated future contingent payments based on interest income of the acquired PCI loans affecting the contingent consideration liability will be recorded through noninterest expense. Due to the significant unobservable input related to the interest income, the contingent consideration liability is classified within Level 3 of the valuation hierarchy. An increase in the interest income may result in a higher fair value of the contingent consideration liability. Alternatively, a decrease in the interest income may result in a lower estimated fair value of the contingent consideration liability.

35

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

Off-balance sheet financial instruments

Off-balance sheet financial instruments are based on interest rate changes and fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The off-balance-sheet financial instruments (i.e., commitments to extend credit) are insignificant and are not recorded on a recurring basis.

The following table provides a comparison of the carrying amounts and estimated fair values of Patriot’s financial assets and liabilities as of March 31, 2020 and December 31, 2019:

(In thousands) |  |  | March 31, 2020 |  |  | December 31, 2019 |
| Fair Value |  | Carrying Amount |  |  | Estimated Fair Value |  |  | Carrying Amount |  |  | Estimated Fair Value |
Financial Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and noninterest bearing balances due from banks | Level 1 |  | $ | 1,806 |  |  | $ | 1,806 |  |  | $ | 2,693 |  |  | $ | 2,693 |
Interest-bearing deposits due from banks | Level 1 |  |  | 50,350 |  |  |  | 50,350 |  |  |  | 36,711 |  |  |  | 36,711 |
Available-for-sale securities | Level 2 |  |  | 44,830 |  |  |  | 44,830 |  |  |  | 48,317 |  |  |  | 48,317 |
Other investments | Level 2 |  |  | 4,450 |  |  |  | 4,450 |  |  |  | 4,450 |  |  |  | 4,450 |
Federal Reserve Bank stock | Level 2 |  |  | 2,897 |  |  |  | 2,897 |  |  |  | 2,897 |  |  |  | 2,897 |
Federal Home Loan Bank stock | Level 2 |  |  | 4,477 |  |  |  | 4,477 |  |  |  | 4,477 |  |  |  | 4,477 |
Loans receivable, net | Level 3 |  |  | 807,925 |  |  |  | 780,488 |  |  |  | 802,049 |  |  |  | 793,559 |
SBA loans held for sale | Level 2 |  |  | 17,996 |  |  |  | 19,672 |  |  |  | 15,282 |  |  |  | 16,733 |
SBA servicing assets | Level 3 |  |  | 198 |  |  |  | 272 |  |  |  | 201 |  |  |  | 280 |
Accrued interest receivable | Level 2 |  |  | 3,801 |  |  |  | 3,801 |  |  |  | 3,603 |  |  |  | 3,603 |
Interest rate swap receivable | Level 2 |  |  | 1,295 |  |  |  | 1,295 |  |  |  | 694 |  |  |  | 694 |
Financial assets, total |  |  | $ | 940,025 |  |  | $ | 914,338 |  |  | $ | 921,374 |  |  | $ | 914,414 |
Financial Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposits | Level 2 |  | $ | 83,583 |  |  | $ | 83,583 |  |  | $ | 88,135 |  |  | $ | 88,135 |
Savings deposits | Level 2 |  |  | 59,567 |  |  |  | 59,567 |  |  |  | 64,020 |  |  |  | 64,020 |
Money market deposits | Level 2 |  |  | 132,629 |  |  |  | 132,629 |  |  |  | 99,115 |  |  |  | 99,115 |
NOW accounts | Level 2 |  |  | 28,265 |  |  |  | 28,265 |  |  |  | 26,864 |  |  |  | 26,864 |
Time deposits | Level 2 |  |  | 273,755 |  |  |  | 275,934 |  |  |  | 261,492 |  |  |  | 261,914 |
Brokered deposits | Level 1 |  |  | 225,415 |  |  |  | 226,786 |  |  |  | 229,909 |  |  |  | 230,073 |
FHLB borrowings | Level 2 |  |  | 90,000 |  |  |  | 97,410 |  |  |  | 100,000 |  |  |  | 103,962 |
Senior notes | Level 2 |  |  | 11,871 |  |  |  | 11,985 |  |  |  | 11,853 |  |  |  | 11,722 |
Subordinated debt | Level 2 |  |  | 9,760 |  |  |  | 10,117 |  |  |  | 9,752 |  |  |  | 9,747 |
Junior subordinated debt owed to unconsolidated trust | Level 2 |  |  | 8,104 |  |  |  | 8,104 |  |  |  | 8,102 |  |  |  | 8,102 |
Note payable | Level 3 |  |  | 1,143 |  |  |  | 1,158 |  |  |  | 1,193 |  |  |  | 1,129 |
Accrued interest payable | Level 2 |  |  | 1,562 |  |  |  | 1,562 |  |  |  | 1,971 |  |  |  | 1,971 |
Contingent consideration liability | Level 3 |  |  | 86 |  |  |  | 86 |  |  |  | 86 |  |  |  | 86 |
Interest rate swap liability | Level 2 |  |  | 1,295 |  |  |  | 1,295 |  |  |  | 694 |  |  |  | 694 |
Financial liabilities, total |  |  | $ | 927,035 |  |  | $ | 938,481 |  |  | $ | 903,186 |  |  | $ | 907,534 |

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

36

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

In the normal course of its operations, Patriot assumes interest rate risk (i.e., the risk that general interest rate levels will fluctuate). As a result, the fair value of the Patriot’s financial assets and liabilities are affected when interest market rates change, which change may be either favorable or unfavorable. Management attempts to mitigate interest rate risk by matching the maturities of its financial assets and liabilities. However, borrowers with fixed rate obligations are less likely to prepay their obligations in a rising interest rate environment and more likely to prepay their obligations in a falling interest rate environment. Conversely, depositors receiving fixed rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors market rates of interest and the maturities of its financial assets and financial liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy.

The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of March 31, 2020 and December 31, 2019:

(In thousands) |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |  |  | Total |
March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U. S. Government agency mortgage-backed securities |  | $ | - |  |  | $ | 15,618 |  |  | $ | - |  |  | $ | 15,618 |
Corporate bonds |  |  | - |  |  |  | 15,495 |  |  |  | - |  |  |  | 15,495 |
Subordinated notes |  |  | - |  |  |  | 8,947 |  |  |  | - |  |  |  | 8,947 |
SBA loan pools |  |  | - |  |  |  | 4,770 |  |  |  | - |  |  |  | 4,770 |
Available-for-sale securities |  | $ | - |  |  | $ | 44,830 |  |  | $ | - |  |  | $ | 44,830 |
Impaired PCI Loans, net |  | $ | - |  |  | $ | - |  |  | $ | 38 |  |  | $ | 38 |
Contingent consideration liability |  | $ | - |  |  | $ | - |  |  | $ | 86 |  |  | $ | 86 |
Interest rate swap receivable |  | $ | - |  |  | $ | 1,295 |  |  | $ | - |  |  | $ | 1,295 |
Interest rate swap liability |  | $ | - |  |  | $ | 1,295 |  |  | $ | - |  |  | $ | 1,295 |
December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U. S. Government agency mortgage-backed securities |  | $ | - |  |  | $ | 16,685 |  |  | $ | - |  |  | $ | 16,685 |
Corporate bonds |  |  | - |  |  |  | 17,313 |  |  |  | - |  |  |  | 17,313 |
Subordinated notes |  |  | - |  |  |  | 9,204 |  |  |  | - |  |  |  | 9,204 |
SBA loan pools |  |  | - |  |  |  | 5,115 |  |  |  | - |  |  |  | 5,115 |
Available-for-sale securities |  | $ | - |  |  | $ | 48,317 |  |  | $ | - |  |  | $ | 48,317 |
Impaired PCI Loans, net |  | $ | - |  |  | $ | - |  |  | $ | 176 |  |  | $ | 176 |
Contingent consideration liability |  | $ | - |  |  | $ | - |  |  | $ | 86 |  |  | $ | 86 |
Interest rate swap receivable |  | $ | - |  |  | $ | 694 |  |  | $ | - |  |  | $ | 694 |
Interest rate swap liability |  | $ | - |  |  | $ | 694 |  |  | $ | - |  |  | $ | 694 |

Patriot measures certain financial assets and financial liabilities at fair value on a non-recurring basis. When circumstances dictate (e.g., impairment of long-lived assets, other than temporary impairment of collateral value), the carrying values of such financial assets and financial liabilities are adjusted to fair value or fair value less costs to sell, as may be appropriate.

During the three months ended March 31, 2020 and 2019, the Company had no transfers into or out of Levels 1, 2 or 3.

37

PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)

The table below presents the valuation methodology and unobservable inputs for level 3 assets measured at fair value on a non-recurring basis as of March 31, 2020 and December 31, 2019:

(In thousands) |  | Fair Value |  | Valuation Methodology |  | Unobservable Inputs |  | Range of Inputs |
March 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans, net |  | $ | 16,309 |  | Real Estate Appraisals |  | Discount for appraisal type |  | 8% | - | 20% |
Other Real Estate Owned |  |  | 2,400 |  | Real Estate Appraisals |  | Discount for appraisal type |  |  | 12% |  |
SBA servicing assets |  |  | 272 |  | Discounted Cash Flows |  | Market discount rates |  | 14.73% | - | 14.90% |
December 31, 2019: |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans, net |  | $ | 18,132 |  | Real Estate Appraisals |  | Discount for appraisal type |  | 8% | - | 20% |
Other Real Estate Owned |  |  | 2,400 |  | Real Estate Appraisals |  | Discount for appraisal type |  |  | 12% |  |
SBA servicing assets |  |  | 280 |  | Discounted Cash Flows |  | Market discount rates |  | 14.73% | - | 14.90% |

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

The estimated fair value amounts have been measured as of March 31, 2020 and December 31, 2019, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued.

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

Note 14. Subsequent Events

The CARES Act provides for Paycheck Protection Program ("PPP") loans to be made by banks to small businesses impacted by COVID-19, to cover payroll and other operating expenses. Loans extended under the PPP are fully guaranteed by the U.S. Small Business Administration (SBA). Subsequent to March 31, 2020, the Company did not approve any PPP loans.

Section 4013 of the CARES Act also allows financial institutions to grant short term payment relief to borrowers impacted by COVID-19 and permits a financial institution to elect to suspend troubled debt restructuring accounting for relief granted under the Act. Subsequent to March 31, 2020 and through June 8, 2020, the Company received approximately 240 additional requests for payment relief on loan balances totaling approximately $219 million, predominately for commercial real estate loans and commercial industrial loans. The Company continues to thoroughly evaluate incoming deferral requests and if appropriate, will grant payment deferrals considering regulatory guidance. These deferrals are not considered troubled debt restructurings based on section 4013 of the CARES Act and interagency guidance issued in March of 2020.

38

I tem 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

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) 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

The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 29, 2020 (the “2019 Form 10-K”) and the consolidated financial statements and notes thereto included in Part I, Item 1 of this Form 10-Q.

Although the Company believes that it offers the 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.

39

Coronavirus Aid, Relief, and Economic Security Act

In response to the COVID-19 pandemic, President Trump signed into law the Coronavirus Aid, Relief and Economic Security (CARES) Act on March 27, 2020. Among other things, the CARES Act included the following provisions impacting financial institutions:

Legal Lending Limit Waiver. The CARES Act permits the OCC to waive legal lending limits to any particular borrower (i) with respect to loans to non-bank financial companies or (ii) upon a finding by the OCC that such exemption is in the public interest, with respect to any other borrower, in each case until the earlier of the termination date of the national emergency or December 31, 2020.

Community Bank Leverage Ratio. The CARES Act directs federal banking agencies to adopt interim final rules to lower the threshold under the CBLR from 9% to 8% and to provide a reasonable grace period for a community bank that falls below the threshold to regain compliance, in each case until the earlier of the termination date of the national emergency or December 31, 2020. In April 2020, the federal bank regulatory agencies issued two interim final rules implementing this directive. One interim final rule provides that, as of the second quarter 2020, banking organizations with leverage ratios of 8% or greater (and that meet the other existing qualifying criteria) may elect to use the CBLR framework. It also establishes a two-quarter grace period for qualifying community banking organizations whose leverage ratios fall below the 8% CBLR requirement, so long as the banking organization maintains a leverage ratio of 7% or greater. The second interim final rule provides a transition from the temporary 8% CBLR requirement to a 9% CBLR requirement. It establishes a minimum CBLR of 8% for the second through fourth quarters of 2020, 8.5% for 2021, and 9% thereafter, and maintains a two-quarter grace period for qualifying community banking organizations whose leverage ratios fall no more than 100 basis points below the applicable CBLR requirement.

Temporary Troubled Debt Restructurings (“TDRs”) Relief. The CARES Act allows banks to elect to suspend requirements under accounting principles generally accepted in the United States of America (“U.S. GAAP”) for loan modifications related to the COVID-19 pandemic (for loans that were not more than 30 days past due as of December 31, 2019) that would otherwise be categorized as a TDR, including impairment for accounting purposes, until the earlier of 60 days after the termination date of the national emergency or December 31, 2020. Federal banking agencies are required to defer to the determination of the banks making such suspension. In addition, on April 7, 2020, a group of banking regulatory agencies issued a revised interagency statement that offers practical expedients for evaluating whether COVID-19 loan modifications are TDRs.

Small Business Administration Paycheck Protection Program. The CARES Act created the SBA’s Paycheck Protection Program. Under the Paycheck Protection Program, $669 billion was authorized for small business loans to pay payroll and group health costs, salaries and commissions, mortgage and rent payments, utilities, and interest on other debt. The loans are provided through participating financial institutions that process loan applications and service the loans.

40

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.

Global health concerns relating to the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty and reduced economic activity. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.

The outbreak has adversely impacted and is likely to further adversely impact our operations and the operations of our borrowers, customers and business partners. In particular, we may experience financial losses due to a number of operational factors impacting us or our borrowers, customers or business partners, including but not limited to:

| ● | credit losses resulting from financial stress being experienced by our borrowers as a result of the outbreak and related governmental actions, particularly in the hospitality, energy, retail and restaurant industries, but across other industries as well;
| ● | declines in collateral values;
| ● | third party disruptions, including outages at network providers and other suppliers;
| ● | increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity; and
| ● | operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions.

These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 outbreak has subsided.

The extent to which the coronavirus outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

CRITICAL ACCOUNTING POLICIES

The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified the accounting for the allowance for loan and lease losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the impairment of goodwill, the valuation of derivatives, and the valuation of servicing assets as certain of the Company’s most critical accounting policies and estimates in that they are important to the portrayal of the Company’s financial condition and results of operations. They require management’s most subjective and complex judgment as a result of the need to make estimates about the effect of matters that are inherently uncertain. Refer to the 2019 Form 10-K for additional information.

41

Summary

The Company reported net loss for the first quarter of 2020 of $1.1 million ($0.27 basic and diluted loss per share) compared to a net income of $323,000 ($0.08 basic and diluted earnings per share) for the first quarter of 2019. The loss before income taxes was $1.4 million for first quarter of 2020, as compared to $491,000 income before income taxes for the first quarter of 2019.

The decline in 2020 results was primarily due to a material increase in provision for loan losses to $804,000 in the first quarter and an increase in operating expenses. The expense increase was primarily associated with increase salaries and benefits due to expansion of our SBA business since the second quarter of 2019.

The Company expects to return to profitability once the impact of the COVID 19 pandemic is fully absorbed in its assessment of credit losses and when its investments in the expansion of its SBA business and deposit raising initiatives begin to result in stronger net interest and non-interest income. The Company continues to work collaboratively with the OCC and intends to fully resolve all matters associated with the OCC Formal Agreement to the full satisfaction of the OCC.

Financial Condition

As of March 31, 2020, total assets increased to $999.6 million 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 to $803.2 million at March 31, 2020, as compared to $769.5 million at December 31, 2019.

Equity decreased $2.4 million or 3.6%, from $67.0 million at December 31, 2019 to $64.6 million at March 31, 2020, primarily due to $1.1 million of net loss and $1.3 million of unrealized loss on investment portfolio, net of taxes, which was partially offset by $43,000 of equity compensation for the three months ended March 31, 2020.

Cash and Cash Equivalents

Cash and cash equivalents increased $12.8 million, from $39.4 million at December 31, 2019 to $52.2 million at March 31, 2020. The increase in the first quarter of 2020 was primarily attributable to a $33.7 million cash increase in deposits, which was partially offset by $19.0 million cash used for loan purchases. The Company’s liquidity position remains strong with liquid assets 11.0% of total assets at March 31, 2020.

Investments

The following table is a summary of the Company’s available-for-sale securities portfolio, at fair value, at the dates shown:

(In thousands) |  | March 31, |  |  | December 31, |  |  | Increase / (Decrease) |
|  | 2020 |  |  | 2019 |  |  | ($) |  |  | (%) |
U. S. Government agency mortgage-backed securities |  | $ | 15,618 |  |  | $ | 16,685 |  |  | $ | (1,067 | ) |  |  | -6.39 | %
Corporate bonds |  |  | 15,495 |  |  |  | 17,313 |  |  |  | (1,818 | ) |  |  | -10.50 | %
Subordinated notes |  |  | 8,947 |  |  |  | 9,204 |  |  |  | (257 | ) |  |  | -2.79 | %
SBA loan pools |  |  | 4,770 |  |  |  | 5,115 |  |  |  | (345 | ) |  |  | -6.74 | %
Total Available-for-Sale Securities, at fair value |  |  | 44,830 |  |  |  | 48,317 |  |  |  | (3,487 | ) |  |  | -7.22 | %
Other Investments, at cost |  |  | 4,450 |  |  |  | 4,450 |  |  |  | - |  |  |  | 0.00 | %
|  | $ | 49,280 |  |  | $ | 52,767 |  |  | $ | (3,487 | ) |  |  | -6.61 | %

Total investments decreased by $3.5 million or 6.6%, from $52.8 million at December 31, 2019 to $49.3 million at March 31, 2020. This decrease was primarily attributable to repayments of $1.6 million principal and $1.8 million change in unrealized loss on available-for-sale securities. There were no purchase and sales of available-for-sale securities in the three months ended March 31, 2020.

42

Loans

The following table provides the composition of the Company’s loan portfolio as of March 31, 2020 and December 31, 2019:

(In thousands) |  | March 31, 2020 |  |  | December 31, 2019 |
|  | Amount |  |  | % |  |  | Amount |  |  | % |
Loan portfolio segment: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial Real Estate |  | $ | 304,492 |  |  |  | 37.18 | % |  | $ | 314,414 |  |  |  | 38.71 | %
Residential Real Estate |  |  | 171,795 |  |  |  | 20.98 | % |  |  | 175,489 |  |  |  | 21.61 | %
Commercial and Industrial |  |  | 179,457 |  |  |  | 21.92 | % |  |  | 173,875 |  |  |  | 21.41 | %
Consumer and Other |  |  | 96,620 |  |  |  | 11.80 | % |  |  | 85,934 |  |  |  | 10.58 | %
Construction |  |  | 55,255 |  |  |  | 6.75 | % |  |  | 48,388 |  |  |  | 5.96 | %
Construction to permanent - CRE |  |  | 11,222 |  |  |  | 1.37 | % |  |  | 14,064 |  |  |  | 1.73 | %
Loans receivable, gross |  |  | 818,841 |  |  |  | 100.00 | % |  |  | 812,164 |  |  |  | 100.00 | %
Allowance for loan losses |  |  | (10,916 | ) |  |  |  |  |  |  | (10,115 | ) |  |  |  |
Loans receivable, net |  | $ | 807,925 |  |  |  |  |  |  | $ | 802,049 |  |  |  |  |

The Company’s gross loan portfolio increased $6.6 million, from $812.2 million at December 31, 2019 to $818.8 million at March 31, 2020. The increase in loans was primarily attributable to $19.0 million in purchases of loans receivable in the three months ended March 31, 2020. As of March 31, 2020, the loan pipeline is strong. The Company will continue to enhance service offerings to customers.

SBA loans held for investment were included in the commercial real estate loans and commercial and industrial loan classifications above. As of March 31, 2020 and December 31, 2019, SBA loans included in the commercial real estate loans were $4.6 million and $4.0 million, respectively. SBA loans included in the commercial and industrial loan were $11.3 million and $5.6 million as of March 31, 2020 and December 31, 2019, respectively. Delays in SBA loan sales have been caused by a requirement from the SBA that requires the Bank to receive SBA approval prior to sale. The Bank is waiting on further communication and assessment from the SBA to determine when these loans will be sold.

At March 31, 2020, the net loan to deposit ratio was 101% and the net loan to total assets ratio was 81%. At December 31, 2019, these ratios were 104% and 82%, respectively.

43

Allowance for L oan and L ease L osses

The allowance for loan and lease losses increased $801,000 or 7.9% from $10.1 million at December 31, 2019 to $10.9 million at March 31, 2020. The increase was primarily attributable to $804,000 in provision for all loan categories, which was primarily due to additional reserve for allowance loan losses related to COVID-19 in the first quarter of 2020.

Based upon the overall assessment and evaluation of the loan portfolio at March 31, 2020, management believes $10.9 million in the allowance for loan and lease losses, which represented 1.3% of gross loans outstanding, is 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 and lease losses:

|  | For the three Month Ended March 31, |
(In thousands) |  | 2020 |  |  | 2019 |
Balance at beginning of the period |  | $ | 10,115 |  |  | $ | 7,609 |
Charge-offs: |  |  |  |  |  |  |  |
Residential Real Estate |  |  | (1 | ) |  |  | - |
Commercial and Industrial |  |  | (4 | ) |  |  | - |
Consumer and Other |  |  | (39 | ) |  |  | - |
Total charge-offs |  |  | (44 | ) |  |  | - |
Recoveries: |  |  |  |  |  |  |  |
Commercial and Industrial |  |  | 40 |  |  |  | 47 |
Consumer and Other |  |  | 1 |  |  |  | 2 |
Total recoveries |  |  | 41 |  |  |  | 49 |
Net (charge-offs) recoveries |  |  | (3 | ) |  |  | 49 |
Provision charged to earnings |  |  | 804 |  |  |  | 165 |
Balance at end of the period |  | $ | 10,916 |  |  | $ | 7,823 |
Ratios: |  |  |  |  |  |  |  |
Net (charge-offs) recoveries to average loans |  |  | (0.000 | )% |  |  | 0.006 | %
Allowance for loan losses to total loans |  |  | 1.33 | % |  |  | 0.99 | %

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

(In thousands) |  | March 31, 2020 |  |  | December 31, 2019 |
|  | Allowance for loan losses |  |  | % of loans |  |  | Allowance for loan losses |  |  | % of loans |
Commercial Real Estate |  | $ | 4,150 |  |  |  | 37.18 | % |  | $ | 3,789 |  |  |  | 38.71 | %
Residential Real Estate |  |  | 1,120 |  |  |  | 20.98 | % |  |  | 1,038 |  |  |  | 21.61 | %
Commercial and Industrial |  |  | 4,390 |  |  |  | 21.92 | % |  |  | 4,340 |  |  |  | 21.41 | %
Consumer and Other |  |  | 534 |  |  |  | 11.80 | % |  |  | 341 |  |  |  | 10.58 | %
Construction |  |  | 603 |  |  |  | 6.75 | % |  |  | 477 |  |  |  | 5.96 | %
Construction to permanent - CRE |  |  | 119 |  |  |  | 1.37 | % |  |  | 130 |  |  |  | 1.73 | %
Total |  | $ | 10,916 |  |  |  | 100.00 | % |  | $ | 10,115 |  |  |  | 100.00 | %

Non-performing Assets

The following table presents non-performing assets as of March 31, 2020 and December 31, 2019:

(In thousands) |  | March 31, |  |  | December 31, |
|  | 2020 |  |  | 2019 |
Non-accruing loans: |  |  |  |  |  |  |  |
Commercial Real Estate |  | $ | 10,444 |  |  | $ | 11,961 |
Residential Real Estate |  |  | 3,200 |  |  |  | 3,228 |
Commercial and Industrial |  |  | 2,086 |  |  |  | 2,094 |
Consumer and Other |  |  | 720 |  |  |  | 766 |
Total non-accruing loans |  |  | 16,450 |  |  |  | 18,049 |
Loans past due over 90 days and still accruing |  |  | - |  |  |  | 19 |
Other real estate owned |  |  | 2,400 |  |  |  | 2,400 |
Total nonperforming assets |  | $ | 18,850 |  |  | $ | 20,468 |
Nonperforming assets to total assets |  |  | 1.89 | % |  |  | 2.09 | %
Nonperforming loans to total loans, net |  |  | 2.04 | % |  |  | 2.25 | %

The $16.5 million of non-accrual loans at March 31, 2020 was comprised of 23 borrowers, for which a specific reserve of $1.7 million was established. Two TDR loans of total $9.3 million were included in the non-accrual loans. For collateral dependent loans, the Bank has obtained appraisal reports from independent licensed appraisal firms and discounted those values for estimated selling costs to determine estimated impairment. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate. The Bank evaluated the impaired loans individually and determined that a specific reserve of $1.7 million was established for the current quarter.

As of December 31, 2019, the $18.0 million of non-accrual loans was comprised of 27 borrowers, for which a specific reserve of $1.5 million was established. Two TDR loans of total $9.3 million were included in the non-accrual loans as of December 31, 2019.

45

Loans held for sale

SBA loans held for sale totaled $18.0 million and $15.3 million as of March 31, 2020 and December 31, 2019, respectively. Loans held for sale represent the guaranteed portion of SBA loans and are reflected at the lower of aggregate cost or market value. Loans held for sale at March 31, 2020, consisted of $11.7 million commercial and industrial loans and $6.3 million commercial real estate, respectively. Loans held for sale at December 31, 2019, consisted of $10.2 million commercial and industrial loans and $5.1 million commercial real estate, respectively. The increase in loans held for sale was due to the retention of certain loans that were pending SBA review prior to completion of the sale. These loans are expected to clear SBA review and to be sold in the first half of 2020. The Company sold $144,000 SBA loans during the three months ended March 31, 2020, compared to $5.4 million for the three months ended March 31, 2019.

Goodwill

The Company completed its acquisition of Prime Bank in May 2018, and recorded $1.7 million of goodwill at December 31, 2018. The goodwill was adjusted to $1.1 million as a result of reducing by $621,000 the estimated amount to be paid pursuant to certain problem loans pending resolution as of May 10, 2019. No further adjustment was made as of March 31, 2020.

The Company identified the COVID-19 pandemic as a triggering event for the first quarter of 2020. Due to this triggering event, the Company performed a quantitative assessment of the goodwill, and concluded that the goodwill was not impaired as of March 31, 2020.

Deferred Taxes

Deferred tax assets increased $900,000, from $11.1 million at December 31, 2019 to $12.0 million at March 31, 2020. The increase in deferred tax assets resulted primarily from the impact of net loss and currently non-deductible reserves and accruals in the first quarter of 2020.

Our effective tax rate for the three months ended March 31, 2020 was 25%, compared to the effective tax rate of 34% for the three months ended March 31, 2019. The Company’s effective rates for both periods were affected primarily by states taxes and non-deductible expenses.

Patriot anticipates utilizing the net operating loss carry forwards to reduce income taxes otherwise payable on current and future years taxable income.

The Company will continue to evaluate its ability to realize its net deferred tax assets. If future evidence suggests that it is more likely than not that a portion of the deferred tax assets will not be realized, a valuation allowance will be established.

On March 27, 2020, the CARES Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. While the Company continues to evaluate the impact of the CARES Act, it does not currently believe it will have a material impact on the Company’s income taxes or related disclosures.

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Deposits

The following table is a summary of the Company’s deposits at the dates shown:

(In thousands) |  | March 31, |  |  | December 31, |  |  | Increase/(Decrease) |
|  | 2020 |  |  | 2019 |  |  | $ |  |  | % |
Non-interest bearing |  | $ | 83,583 |  |  | $ | 88,135 |  |  | $ | (4,552 | ) |  |  | (5.16 | )%
Interest bearing: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
NOW |  |  | 28,265 |  |  |  | 26,864 |  |  |  | 1,401 |  |  |  | 5.22 | %
Savings |  |  | 59,567 |  |  |  | 64,020 |  |  |  | (4,453 | ) |  |  | (6.96 | )%
Money market |  |  | 132,629 |  |  |  | 99,115 |  |  |  | 33,514 |  |  |  | 33.81 | %
Certificates of deposit, less than $250,000 |  |  | 205,311 |  |  |  | 193,942 |  |  |  | 11,369 |  |  |  | 5.86 | %
Certificates of deposit, $250,000 or greater |  |  | 68,444 |  |  |  | 67,550 |  |  |  | 894 |  |  |  | 1.32 | %
Brokered deposits |  |  | 225,415 |  |  |  | 229,909 |  |  |  | (4,494 | ) |  |  | (1.95 | )%
Total Interest bearing |  |  | 719,631 |  |  |  | 681,400 |  |  |  | 38,231 |  |  |  | 5.61 | %
Total Deposits |  | $ | 803,214 |  |  | $ | 769,535 |  |  | $ | 33,679 |  |  |  | 4.38 | %

Deposits increased $33.7 million or 4.4%, from $769.5 million at December 31, 2019 to $803.2 million at March 31, 2020, resulting primarily from an increase of $33.5 million in money market deposits as the money market products attracted net new deposit balances.

Borrowings

Total borrowings were $120.9 million and $130.9 million as of March 31, 2020 and December 31, 2019, respectively. Borrowings consist primarily of FHLB advances, senior notes, subordinated notes, junior subordinated debentures and a note payable. The senior notes, subordinated notes and junior subordinated debentures contain affirmative covenants that 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.

Federal Home Loan Bank borrowings

The Company is a member of the Federal Home Loan Bank of Boston ("FHLB-B"). Borrowings from the FHLB-B are limited to a percentage of the value of qualified collateral, as defined on the FHLB-B Statement of Products Policy. Qualified collateral, as defined, primarily consists of mortgage-backed securities and loans receivable that are required to be free and clear of liens and encumbrances, and may not be pledged for any other purposes. As of March 31, 2020, the Bank had $78.2 million of available borrowing capacity from the FHLB-B.

FHLB-B advances are structured to facilitate the Bank’s management of its balance sheet and liquidity requirements. At March 31, 2020 and December 31, 2019, outstanding advances from the FHLB-B aggregated $90.0 million and $100.0 million, respectively.

At March 31, 2020, advances of $80.0 million outstanding bore fixed rates of interest ranging from 2.40% to 3.61% with maturities ranging from 3.3 years to 4.5 years. The FHLB-B advances with fixed interest rates have a weighted average interest rate of 3.13%. Included in the fixed rate advances are two advances totaling $50.0 million, callable by the FHLB quarterly through October 2023.

The remaining $10.0 million floating to fixed rate advance resets to a fixed rate in October of 2020. During its initial term (two years), this advance carries a floating rate 100 basis points below LIBOR. After the initial term, the rate resets to a fixed rate of 4.23% per annum, and the borrowing can be called by the FHLB-B on a quarterly basis.

At March 31, 2020, collateral for FHLB-B borrowings consisted of a mixture of real estate loans and securities with book value of $268.4 million.

In addition, Patriot has a $2.0 million revolving line of credit with the FHLB-B. For the three months ended March 31, 2020 and 2019, no funds had been borrowed under the line of credit.

Interest expenses incurred for the three months ended March 31, 2020 and 2019 were $697,000 and 439,000, respectively.

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Correspondent Bank - Line of Credit

Patriot has entered into unsecured federal funds sweep and federal funds line of credit facility agreements with certain correspondent banks. Borrowings available under the agreements totaled $5 million at March 31, 2020 and $5 million at December 31, 2019. The purpose of the agreements is to provide a credit facility intended to satisfy overnight federal account balance requirements and to provide for daily settlement of FRB, Automated Clearing House (ACH), and other clearinghouse transactions.

There was no outstanding balance under the agreements at March 31, 2020 and December 31, 2019. No interest expense incurred for the three months ended March 31, 2020 and 2019.

Senior notes

On December 22, 2016, the Company issued $12 million of senior notes bearing interest at 7% per annum and maturing on December 22, 2021 (the “Senior Notes”). Interest on the Senior Notes is payable semi-annually on June 22 and December 22 of each year beginning on June 22, 2017.

In connection with the issuance of the Senior Notes, the Company incurred $374,000 of costs, which are being amortized over the term of the Senior Notes to recognize a constant rate of interest expense. At March 31, 2020 and December 31, 2019, $129,000 and $147,000 of unamortized debt issuance costs were deducted from the face amount of the Senior Notes included in the consolidated balance sheet, respectively.

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.

For the three months ended March 31, 2020 and 2019, the Company recognized interest expense of $229,000 and $229,000, respectively.

Subordinated notes

On June 29, 2018, the Company entered into certain subordinated note purchase agreements with two institutional accredited investors and completed a private placement of $10 million of fixed-to-floating rate subordinated notes with the maturity date of September 30, 2028 (the “Subordinated Notes”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

The Subordinated Notes will initially bear interest at 6.25% per annum, from and including June 29, 2018, to but excluding, September 30, 2023, payable semi-annually in arrears. From and including September 30, 2023, until but excluding September 30, 2028 or an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR (but not less than zero) plus 332.5 basis points, payable quarterly in arrears. The Company may, at its option, beginning on September 30, 2023 and on any scheduled interest payment date thereafter, redeem the Subordinated Notes. Interest payable on the Subordinated Notes began on December 30, 2018.

In connection with the issuance of the Subordinated Notes, the Company incurred $291,000 of debt issuance costs, which are being amortized over the term of the Subordinated Notes to recognize a constant rate of interest expense. At March 31, 2020 and December 31, 2019, $240,000 and $248,000 of unamortized debt issuance costs were deducted from the face amount of the Subordinated Notes included in the consolidated balance sheet, respectively.

For the three months ended March 31, 2020 and 2019, the Company recognized interest expense of $164,000 and $168,000, respectively.

Junior subordinated debt owed to unconsolidated trust

In 2003, the Patriot National Statutory Trust I (“the Trust”), which has no independent assets and is wholly-owned by the Company, issued $8.0 million of trust preferred securities. The proceeds, net of a $240,000 placement fee, were invested in junior subordinated debentures issued by the Company, which invested the proceeds in the Bank. The Bank used the proceeds to fund its operations.

48

Trust preferred securities currently qualify for up to 25% of the Company’s Tier I Capital, with the excess qualifying as Tier 2 Capital.

The junior subordinated debentures are unsecured obligations of the Company. The debentures are subordinate and junior in right of payment to all present and future senior indebtedness of the Company. In addition to its obligations under the junior subordinated debentures and in conjunction with the Trust, the Company issued an unconditional guarantee of the trust preferred securities.

The junior subordinated debentures bear interest at three-month LIBOR plus 3.15% (4.38% at March 31, 2020) and mature on March 26, 2033, at which time the principal amount borrowed will be due. The placement fee of $240,000 is amortized and included as a component of the periodic interest expense on the junior subordinated debentures, in order to produce a constant rate of interest expense. As of March 31, 2020 and December 31, 2019, the unamortized placement fee deducted from the face amount of the junior subordinated debt owed to the unconsolidated trust amounted to $144,000 and $146,000, respectively, and accrued interest on the junior subordinated debentures was $6,000 and $6,000, respectively.

For the three months ended March 31, 2020 and 2019, the Company recognized interest expense of $104,000 and $121,000 respectively.

At its option, exercisable on a quarterly basis, the Company may redeem the junior subordinated debentures from the Trust, which would then redeem the trust preferred securities.

Note Payable

In September 2015, the Bank purchased the property in which its Fairfield, Connecticut branch is located for approximately $2.0 million, a property it had been leasing until that date. The purchase price was primarily satisfied by issuing the seller a $2.0 million, nine-year, promissory note bearing interest at a fixed rate of 1.75% per annum. As of March 31, 2020 and December 31, 2019, the note had a balance outstanding of $1.1 million and $1.2 million, respectively. The note matures in August 2024 and requires a balloon payment of approximately $234,000 at that time. The note is secured by a first Mortgage Deed and Security Agreement on the purchased property.

For the three months ended March 31, 2020 and 2019, the Company recognized interest expense of $5,000 and $6,000 respectively.

Equity

Equity decreased $2.4million, from $67.0 million at December 31, 2019 to $64.6 million at March 31, 2020, primarily due to $1.1 million of net loss and $1.3 million of net investment portfolio unrealized loss for the three months ended March 31, 2020.

Off-Balance Sheet Commitments

The Company’s off-balance sheet commitments, which primarily consist of commitments to lend, decreased $3.0 million from $145.1 million at December 31, 2019 to $142.1million at March 31, 2020.

Derivatives

As of March 31, 2020, Patriot had entered into four interest rate swaps (“swaps”). Two swaps are with a loan customer to provide a facility to mitigate the fluctuations in the variable rate on the respective loan. The other two swaps are with an outside third party. The customer interest rate swaps are matched in offsetting terms to the third party interest rate swaps. The swaps are reported at fair value in other assets or other liabilities on the consolidated balance sheets. Patriot’s swaps are derivatives, but are not designated as hedging instruments, thus any net gain or loss resulting from changes in the fair value is recognized in other noninterest income. The Company recognized no gain on the swaps for the three months ended March 31, 2020 and 2019, respectively.

Further discussion of the fair value of derivatives is set forth in Note 8 to the Consolidated Financial Statements.

49

RESULTS OF OPERATIONS

Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

The following tables present daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for the three months ended March 31, 2020 and 2019:

(In thousands) |  | Three months ended March 31, |
|  | 2020 |  |  | 2019 |
|  | Daily Average Balance ($) |  |  | Interest ($) |  |  | Yield (%) |  |  | Daily Average Balance ($) |  |  | Interest ($) |  |  | Yield (%) |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest Earning Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans |  | $ | 833,001 |  |  | $ | 10,033 |  |  |  | 4.83 |  |  | $ | 784,137 |  |  | $ | 9,755 |  |  |  | 5.05 |
Investments |  |  | 59,705 |  |  |  | 554 |  |  |  | 3.71 |  |  |  | 52,829 |  |  |  | 497 |  |  |  | 3.76 |
Cash equivalents and other |  |  | 41,340 |  |  |  | 135 |  |  |  | 1.31 |  |  |  | 58,665 |  |  |  | 333 |  |  |  | 2.30 |
Total interest earning assets |  |  | 934,046 |  |  |  | 10,722 |  |  |  | 4.60 |  |  |  | 895,631 |  |  |  | 10,585 |  |  |  | 4.79 |
Cash and due from banks |  |  | 2,415 |  |  |  |  |  |  |  |  |  |  |  | 7,555 |  |  |  |  |  |  |  |  |
Allowance for loan losses |  |  | (10,155 | ) |  |  |  |  |  |  |  |  |  |  | (7,592 | ) |  |  |  |  |  |  |  |
OREO |  |  | 2,400 |  |  |  |  |  |  |  |  |  |  |  | 2,945 |  |  |  |  |  |  |  |  |
Other assets |  |  | 59,702 |  |  |  |  |  |  |  |  |  |  |  | 59,545 |  |  |  |  |  |  |  |  |
Total Assets |  | $ | 988,408 |  |  |  |  |  |  |  |  |  |  | $ | 958,084 |  |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 702,730 |  |  | $ | 3,200 |  |  |  | 1.83 |  |  | $ | 675,851 |  |  | $ | 3,264 |  |  |  | 1.96 |
Borrowings |  |  | 99,139 |  |  |  | 697 |  |  |  | 2.82 |  |  |  | 90,667 |  |  |  | 439 |  |  |  | 1.96 |
Senior notes |  |  | 11,860 |  |  |  | 229 |  |  |  | 7.72 |  |  |  | 11,785 |  |  |  | 229 |  |  |  | 7.77 |
Subordinated debt |  |  | 17,857 |  |  |  | 268 |  |  |  | 6.02 |  |  |  | 17,820 |  |  |  | 289 |  |  |  | 6.58 |
Note Payable and other |  |  | 1,160 |  |  |  | 5 |  |  |  | 1.73 |  |  |  | 1,357 |  |  |  | 6 |  |  |  | 1.79 |
Total interest bearing liabilities |  |  | 832,746 |  |  |  | 4,399 |  |  |  | 2.12 |  |  |  | 797,480 |  |  |  | 4,227 |  |  |  | 2.15 |
Demand deposits |  |  | 79,619 |  |  |  |  |  |  |  |  |  |  |  | 81,224 |  |  |  |  |  |  |  |  |
Other liabilities |  |  | 8,511 |  |  |  |  |  |  |  |  |  |  |  | 9,173 |  |  |  |  |  |  |  |  |
Total Liabilities |  |  | 920,876 |  |  |  |  |  |  |  |  |  |  |  | 887,877 |  |  |  |  |  |  |  |  |
Shareholders' equity |  |  | 67,532 |  |  |  |  |  |  |  |  |  |  |  | 70,207 |  |  |  |  |  |  |  |  |
Total Liabilities and Shareholders' Equity |  | $ | 988,408 |  |  |  |  |  |  |  |  |  |  | $ | 958,084 |  |  |  |  |  |  |  |  |
Net interest income |  |  |  |  |  | $ | 6,323 |  |  |  |  |  |  |  |  |  |  | $ | 6,358 |  |  |  |  |
Interest margin |  |  |  |  |  |  |  |  |  |  | 2.72 |  |  |  |  |  |  |  |  |  |  |  | 2.88 |
Interest spread |  |  |  |  |  |  |  |  |  |  | 2.48 |  |  |  |  |  |  |  |  |  |  |  | 2.64 |

50

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of our interest-bearing assets and interest-bearing liabilities for the three months ended March 31, 2020 and 2019:

|  | Three Months Ended March 31, |
|  | 2020 compared to 2019 |
(In thousands) |  | Increase/(Decrease) |
|  | Volume |  |  | Rate |  |  | Total |
Interest Earning Assets: |  |  |  |  |  |  |  |  |  |  |  |
Loans |  | $ | 799 |  |  | $ | (521 | ) |  | $ | 278 |
Investments |  |  | 62 |  |  |  | (5 | ) |  |  | 57 |
Cash equivalents and other |  |  | (98 | ) |  |  | (100 | ) |  |  | (198 | )
Total interest earning assets |  |  | 763 |  |  |  | (626 | ) |  |  | 137 |
Interest bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Deposit |  |  | 115 |  |  |  | (179 | ) |  |  | (64 | )
Borrowings |  |  | 43 |  |  |  | 215 |  |  |  | 258 |
Senior notes |  |  | - |  |  |  | - |  |  |  | - |
Subordinated debt |  |  | - |  |  |  | (21 | ) |  |  | (21 | )
Note payable and other |  |  | (1 | ) |  |  | - |  |  |  | (1 | )
Total interest bearing liabilities |  |  | 157 |  |  |  | 15 |  |  |  | 172 |
Net interest income |  | $ | 606 |  |  | $ | (641 | ) |  | $ | (35 | )

For the quarter ended March 31, 2020, interest income and dividend income increased $137,000 or 1.3% as compared to the quarter ended March 31, 2019, as growth and diversification in the loan portfolio yielded an increase in interest income. Average loan balances increased $38.4 million or 4.3% as compared to the quarter ended March 31, 2019. Total interest expense increased $172,000 or 4.1% as compared to the quarter ended March 31, 2019.

Net interest income was $6.3 million for the quarter ended March 31, 2020, which decreased 0.6% from $6.4 million for the quarter ended March 31, 2019. Net interest margin for the three months ended March 31, 2020 and 2019 were 2.72% and 2.88%, respectively.

The decline in net interest income and net interest margin 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 teaser rate to higher fixed rate. This was partially offset by a higher loan volume.

Provision for Loan Losses

The provision for loan losses for three months ended March 31, 2020 was $804,000, as compared to $165,000 for the three months ended March 31, 2019. The increase of provision for loan losses in 2020 was primarily due to an increase in the specific reserve for cash flow-dependent loans and additional reserve attributable to COVID-19.

Non-interest income

Non-interest income decreased $325,000 from $746,000 for the quarter ended March 31, 2019 to $421,000 for the quarter ended March 31, 2020. The reduction was primarily attributable to decrease in gain on sale of SBA loans of $368,000 in the three months ended March 31, 2020 associated with delays in receiving SBA approval to sell those loans.

Non-interest expense

Non-interest expense increased $1.0 million from $6.4 million for the quarter ended March 31, 2019 to $7.4 million for the quarter ended March 31, 2020, which was primarily driven by increase of $700,000 in salaries and benefits primarily due to increased headcount associated with the build-up of the SBA team, new deposit initiatives, and expansion of credit, finance and compliance support functions.

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Provision (benefit) for income taxes

The Company reported benefit for income taxes of $359,000 for three months ended March 31, 2020, as compared to provision for income taxes of $168,000 for the three months ended March 31, 2019. The decrease mainly reflected the impact of the net loss and non-deductible reserves and accruals in 2020.

Liquidity

The Company’s balance sheet liquidity to total assets ratio was 11.0% at March 31, 2020, compared to 10.0% at December 31, 2019. Liquidity including readily available off-balance sheet funding sources was 19.6% at March 31, 2020, compared to 17.3% at December 31, 2019. The Company’s available total liquidity (readily available plus brokered deposit availability) to total assets ratio was 22.2% at March 31, 2020, compared to 18.2% at December 31, 2019.

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.

Capital

The following table illustrates the Company’s and the Bank’s regulatory capital ratios as of March 31, 2020 and December 31, 2019:

|  | Patriot National Bancorp, Inc. |  |  | Patriot Bank, N.A. |
(In thousands) |  | March 31, 2020 |  |  | December 31, 2019 |  |  | March 31, 2020 |  |  | December 31, 2019 |
|  | Amount ($) |  |  | Ratio (%) |  |  | Amount ($) |  |  | Ratio (%) |  |  | Amount ($) |  |  | Ratio (%) |  |  | Amount ($) |  |  | Ratio (%) |
Total Capital (to risk weighted assets) |  | $ | 89,597 |  |  |  | 10.405 |  |  | $ | 90,083 |  |  |  | 10.510 |  |  | $ | 100,779 |  |  |  | 11.758 |  |  | $ | 100,953 |  |  |  | 11.826 |
Tier 1 Capital (to risk weighted assets) |  |  | 68,832 |  |  |  | 7.994 |  |  |  | 69,957 |  |  |  | 8.161 |  |  |  | 90,062 |  |  |  | 10.507 |  |  |  | 90,827 |  |  |  | 10.640 |
Common Equity Tier 1 Capital (to risk weighted assets) |  |  | 60,832 |  |  |  | 7.065 |  |  |  | 61,957 |  |  |  | 7.228 |  |  |  | 90,062 |  |  |  | 10.507 |  |  |  | 90,827 |  |  |  | 10.640 |
Tier 1 Leverage Capital (to average assets) |  |  | 68,832 |  |  |  | 7.001 |  |  |  | 69,957 |  |  |  | 7.148 |  |  |  | 90,062 |  |  |  | 9.158 |  |  |  | 90,827 |  |  |  | 9.279 |

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 9.0%, CET1 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 capital conversation buffer increased to 2.5% for 2019 and 2020, which has been included in the minimum capital adequacy ratios in the table above.

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The capital buffer requirement effectively raises the Bank’s 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 was effective on January 1, 2019. As of March 31, 2020, Patriot satisfies all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis.

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

IMPACT OF INFLATION AND CHANGING PRICES

The Company’s Consolidated Financial Statements have been prepared in terms of historical dollars, without considering changes in the 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 a financial institution’s performance than the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or with 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, deflation or disinflation could significantly affect the Company’s earnings in future periods.

Stock Repurchase Program

The stock repurchase program expired in July 2017 and is not currently in effect. No shares of Patriot’s common stock were repurchased during the three months ended March 31, 2020.

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I tem 3: 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 Company’s market risk is primarily limited to interest rate risk.

The Company’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 Company’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 Company’s Investment, ALCO and Liquidity policies.

Management analyzes the Company’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.

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The tables below set 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 Company’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 therefore 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. 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 March 31, 2020 |  |  | As of December 31, 2019 |
Projected Interest Rate Scenario |  |  | Estimated Value |  |  | Change from Base ($) |  |  | Change from Base (%) |  |  | Estimated Value |  |  | Change from Base ($) |  |  | Change from Base (%) |
+200 |  |  | $ | 98,185 |  |  | $ | (4,602 | ) |  |  | (4.5) |  |  | $ | 115,401 |  |  | $ | (4,473 | ) |  |  | (3.7) |
+100 |  |  |  | 101,337 |  |  |  | (1,450 | ) |  |  | (1.4) |  |  |  | 119,249 |  |  |  | (625 | ) |  |  | (0.5) |
BASE |  |  |  | 102,787 |  |  |  | - |  |  |  | - |  |  |  | 119,874 |  |  |  | - |  |  |  | - |
-100 |  |  |  | 107,204 |  |  |  | 4,417 |  |  |  | 4.3 |  |  |  | 119,167 |  |  |  | (707 | ) |  |  | (0.6) |
-200 |  |  |  | 123,953 |  |  |  | 21,166 |  |  |  | 20.6 |  |  |  | 117,418 |  |  |  | (2,456 | ) |  |  | (2.0) |

(In thousands) |  |  | Net Interest Income - Performance Summary |
|  |  | Year ended March 31, 2020 |  |  | Year ended December 31, 2019 |
Projected Interest Rate Scenario |  |  | Estimated Value |  |  | Change from Base ($) |  |  | Change from Base (%) |  |  | Estimated Value |  |  | Change from Base ($) |  |  | Change from Base (%) |
+200 |  |  | $ | 28,947 |  |  | $ | 1,336 |  |  |  | 4.8 |  |  | $ | 30,354 |  |  | $ | 2,160 |  |  |  | 7.7 |
+100 |  |  |  | 28,298 |  |  |  | 687 |  |  |  | 2.5 |  |  |  | 29,385 |  |  |  | 1,191 |  |  |  | 4.2 |
BASE |  |  |  | 27,611 |  |  |  | - |  |  |  | - |  |  |  | 28,194 |  |  |  | - |  |  |  | - |
-100 |  |  |  | 27,497 |  |  |  | (114 | ) |  |  | (0.4) |  |  |  | 27,173 |  |  |  | (1,021 | ) |  |  | (3.6) |
-200 |  |  |  | 27,496 |  |  |  | (115 | ) |  |  | (0.4) |  |  |  | 26,280 |  |  |  | (1,914 | ) |  |  | (6.8) |

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I tem 4: Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures.

An evaluation of the effectiveness of the Company’s disclosure controls and procedures was performed by the Company’s management, with the participation of the Company’s Chief Executive Officer and its Chief Financial Officer, as of the end of the period covered by this report. As used herein, “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management has concluded that Patriot’s disclosure controls and procedures were effective as of and for the three months ended March 31, 2020.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting have occurred during the Company’s fiscal quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting despite the fact that virtually all of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls over financial reporting to minimize any related impact on their effectiveness.

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PART II - OTHER INFORMATION

I tem 1: Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business and otherwise. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, future prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

I tem 5: Other Information

None

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I TEM 6: Exhibits

The exhibits marked with the section symbol (#) are interactive data files.

No. | Description
3(i) | Certificate of Incorporation of Patriot National Bancorp, Inc. (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed on December 1, 1999).
3(i)(A) | Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp, Inc. dated July 16, 2004 (incorporated by reference to Exhibit 3(i)(A) to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004 filed on March 25, 2005).
3(i)(B) | Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp, Inc. dated June 15, 2006 (incorporated by reference to Exhibit 3(i)(B) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed on November 14, 2006).
3(i) (C) | Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp Inc. dated October 6, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report Form 8-K filed on 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 filed on November 1, 2010)
4 | Form of 6.25% Fixed to Floating Rate Subordinated Note (incorporated by reference to Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on August 14, 2018)
10(1) | 2012 Stock Plan of Patriot National Bancorp, Inc. (incorporated by reference from Annex A to the Proxy Statement on Schedule 14C filed on November 1, 2011)
10(2) | Form of Subordinated Note Purchase Agreement (incorporated by reference to Exhibit 10(6) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on August 14, 2018)
10(3) | Form of Agreement with The Comptroller of the Currency, dated as of November 7, 2018 (incorporated by reference to Exhibit 99(1) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 14, 2018)
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.

* The certification is being furnished and shall not be deemed filed.

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SIGNATURES

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

Date: June 8, 2020

| Patriot National Bancorp, Inc. (Registrant)
| By: | /s/ Joseph D. Perillo |
|  | Joseph D. Perillo Executive Vice President and Chief Financial Officer |

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