PATRIOT NATIONAL BANCORP INC. Files 2023 Annual Report on Form 10-K

TL;DR

<b>PATRIOT NATIONAL BANCORP INC. filed its 2023 10-K report on April 1, 2024.</b>

AI Summary

PATRIOT NATIONAL BANCORP INC (PNBK) filed a Annual Report (10-K) with the SEC on April 1, 2024. Filed Form 10-K for the fiscal year ended December 31, 2023. Company is PATRIOT NATIONAL BANCORP INC. with Central Index Key 0001098146. Incorporated in Connecticut (CT) with fiscal year ending December 31. Business address: 900 BEDFORD ST, STAMFORD, CT 06901. Filing date: April 1, 2024.

Why It Matters

For investors and stakeholders tracking PATRIOT NATIONAL BANCORP INC, this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's financial performance and operations for the fiscal year 2023. Investors and analysts can use this report to assess the company's financial health, strategic direction, and potential risks.

Risk Assessment

Risk Level: low — PATRIOT NATIONAL BANCORP INC shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant new financial information or material changes that would indicate high risk.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand the company's performance and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-04-01 — Filing Date (Filed as of Date)
• 127 — Public Document Count (Document count)

Key Players & Entities

• PATRIOT NATIONAL BANCORP INC (company) — Filer name
• 0001098146 (company) — Central Index Key
• CT (company) — State of Incorporation
• 2033247500 (dollar_amount) — Business Phone
• 900 BEDFORD ST (company) — Business Address Street 1
• STAMFORD (company) — Business Address City
• 06901 (company) — Business Address ZIP
• PNBK (company) — Ticker Symbol

FAQ

Industry Context

PATRIOT NATIONAL BANCORP INC. operates within the National Commercial Banks industry (SIC 6021).

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934.

What Investors Should Do

1. Analyze the detailed financial statements within the 10-K.
2. Examine the 'Risk Factors' section for potential business challenges.
3. Review the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' for strategic insights.

Key Dates

• 2024-04-01: 10-K Filing — Filing of the annual report for fiscal year 2023.

Year-Over-Year Comparison

This is the initial filing analyzed, so no comparison to a previous filing is available.

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PNBK NASDAQ Global Market S
• $15.00 — its common stock at a purchase price of $15.00 per share (adjusted for a 1-for-10 reve
• $50.4 million — low) for an aggregate purchase price of $50.4 million. The shares sold to Holdings represente
• $10 billion — age ratio of greater than 9%, less than $10 billion in total consolidated assets, and limit

Filing Documents

• pnbk-20231231.htm (10-K) — 4244KB
• pnbk-20231231xxexx142_coep.htm (EX-14.2) — 46KB
• pnbk-20231231xxexx231_rsmc.htm (EX-23.1) — 2KB
• pnbk-20231231xxexx311_ceo.htm (EX-31.1) — 9KB
• pnbk-20231231xxexx312_cfo.htm (EX-31.2) — 8KB
• pnbk-20231231xxexx321_ceox.htm (EX-32.1) — 7KB
• pnbk-20231231x10kxexx971.htm (EX-97.1) — 33KB
• pnbk-20231231_g1.jpg (GRAPHIC) — 89KB
• 0001628280-24-013983.txt (&nbsp;) — 21024KB
• pnbk-20231231.xsd (EX-101.SCH) — 98KB
• pnbk-20231231_cal.xml (EX-101.CAL) — 174KB
• pnbk-20231231_def.xml (EX-101.DEF) — 496KB
• pnbk-20231231_lab.xml (EX-101.LAB) — 1124KB
• pnbk-20231231_pre.xml (EX-101.PRE) — 844KB
• pnbk-20231231_htm.xml (XML) — 4775KB

Risk Factors

ITEM 1A. Risk Factors 7

Unresolved Staff Comments

ITEM 1B. Unresolved Staff Comments 15

Cybersecurity

ITEM 1C. Cybersecurity 15

Properties

ITEM 2. Properties 17

Legal Proceedings

ITEM 3. Legal Proceedings 17

Mine Safety Disclosures

ITEM 4. Mine Safety Disclosures 17 PART II 18

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

ITEM 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 18

[Reserved]

ITEM 6.[Reserved] 19

Management's Discussion and Analysis - Financial Condition & Results of Operations

ITEM 7. Management's Discussion and Analysis - Financial Condition & Results of Operations 20

Quantitative and Qualitative Disclosures about Market Risk

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 36

Financial Statements and Supplementary Data

ITEM 8. Financial Statements and Supplementary Data 38

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 105

Controls and Procedures

ITEM 9A. Controls and Procedures 105

Other Information

ITEM 9B. Other Information 106

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 106 PART III 107

Directors, Executive Officers and Corporate Governance

ITEM 10. Directors, Executive Officers and Corporate Governance 107

Executive Compensation

ITEM 11. Executive Compensation 112

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 114

Certain Relationships and Related Transactions, and Director Independence

ITEM 13. Certain Relationships and Related Transactions, and Director Independence 116

Principal Accountant Fees and Services

ITEM 14. Principal Accountant Fees and Services 117 Part IV 118

Exhibits and Financial Statement Schedules

ITEM 15. Exhibits and Financial Statement Schedules 118

Form 10-K Summary

ITEM 16. Form 10-K Summary 118

SIGNATURES

SIGNATURES 120 Table of Contents "Safe Harbor " Statement Under Private Securities Litigation Reform Act of 1995 This Annual Report on Form 10-K contains statements that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements, other than purely historical information, including estimates, projections, statements relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements are not guarantees of future performance. Although Patriot believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and changes in circumstances, many of which are beyond Patriot's control. For a discussion of some of the specific factors that could cause actual results to differ materially from the information contained in this report, see the following sections of this report: Part I, Item 1A. "Risk Factors," Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," including the disclosures under "Critical Accou

Business

ITEM 1. Business General Patriot National Bancorp, Inc. (the "Company" or "PNBK"), a Connecticut corporation, is a one-bank holding company for Patriot Bank, N.A, a national banking association headquartered in Stamford, Fairfield County, Connecticut (the "Bank") (collectively, "Patriot"). The Bank received its charter and commenced operations as a national bank on August 31, 1994. The Bank has a total of nine branch offices comprised of eight branch offices located in Fairfield and New Haven Counties, Connecticut and one branch office located in Westchester County, New York as of December 31, 2023. On March 11, 2003, the Company formed Patriot National Statutory Trust I (the "Trust") for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures issued by the Company. The Company primarily invested the funds from the issuance of the debt in the Bank. The Bank used the proceeds to fund general operations. On October 15, 2010, pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), the Company issued and sold to PNBK Holdings LLC ("Holdings"), an investment limited liability company controlled by Michael Carrazza, 3.36 million shares of its common stock at a purchase price of $15.00 per share (adjusted for a 1-for-10 reverse stock split discussed below) for an aggregate purchase price of $50.4 million. The shares sold to Holdings represented 87.6% of the Company's then issued and outstanding common stock. In connection with the reverse stock split, the par value of the common stock was changed to $0.01 per share. Also, in connection with the sale of the shares, certain directors and officers of both the Company and the Bank resigned. Such directors and officers were replaced with nominees of Holdings and Michael Carrazza became the Chairman of the Board of Directors (the "Board") of the Company. Pursuant to its Operating Agreement, on March 31, 2021, Holdings completed a pro-rata in-kind

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