General



Management's Discussion and Analysis of Financial Condition and Results of
Operations is intended to assist in understanding the consolidated financial
condition and results of operations of the Company. The information contained in
this section should be read in conjunction with the consolidated financial
statements and accompanying notes thereto included in Item 8 of this Annual
Report on Form 10-K.

Critical Accounting Policies



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

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

Allowance for Loan and Lease Losses (ALLL)



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

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

The new accounting standard, CECL, effective for the Company as of January 1,
2023. will require the Bank to determine periodic estimates of lifetime expected
credit losses on loans, other financial instruments and other commitments to
extend credit and provide for the expected credit losses as allowances for
credit losses. This will change our current method of providing allowance for
loan losses and require us to record an allowance for credit losses as of
January 1,2023 materially in excess of our existing allowance for loan losses.
CECL will also greatly increase the data we will need to collect and review to
determine the appropriate level of the allowance for credit losses and will
likely require larger allowances for credit losses going forward than our
current methodology.


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Unrealized Gains and Losses on Securities Available-for-sale



The Company receives estimated fair values of debt securities from independent
valuation services and brokers. In developing these fair values, the valuation
services and brokers use estimates of cash flows based on historical performance
of similar instruments in similar rate environments. Available-for-sale debt
securities consist primarily of U.S. Government agency debt and mortgage-backed
securities issued by the U.S. government, corporate bonds, subordinated notes
and SBA loan pools. The Company uses various indicators in determining whether a
security is other-than-temporarily impaired including, for debt securities, when
it is probable that the contractual interest and principal will not be
collected, or for equity securities, whether the market value is below its cost
for an extended period of time with low expectation of recovery. The debt
securities are monitored for changes in credit ratings because adverse changes
in credit ratings could indicate a change in the estimated cash flows of the
underlying collateral or issuer. The Company also considers the volatility of a
security's price in comparison to the market as a whole and any recoveries or
declines in fair value subsequent to the balance sheet date. If management
determines that the impairment is other-than-temporary, the entire amount of the
impairment, as of the balance sheet date, is recognized in earnings, even if the
decision to sell the security has not been made.

The fair value of the security becomes the new amortized cost basis of the
investment and is not adjusted for subsequent recoveries in fair value.
Available-for-sale debt securities were not considered to be
other-than-temporarily impaired as of December 31, 2022, 2021, or 2020 because
the unrealized losses were related to changes in interest rates and did not
affect the expected cash flows to be received, or indicate a loss of value on
the underlying collateral, or a loss of financial stability on the part of the
issuer. Management concluded that the declines in fair value of the investment
portfolio as of the reporting dates is temporary and that values would recover
by way of increases in market price or positive changes in market interest
rates.

Deferred Income Taxes



The Company uses the asset and liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are determined based on
temporary differences between the financial statement and tax basis of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax laws is recognized in the consolidated statements
of operations in the period that includes the enactment date.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts that are more likely than not expected to be realized
based on the weighting of positive and negative evidence. Future realization of
deferred tax assets ultimately depends on the existence of sufficient taxable
income of the appropriate character (for example, ordinary income or capital
gain) within the carryback or carryforward periods available under the
applicable tax law. The Company regularly reviews the deferred tax assets for
recoverability based on historical taxable income, projected future taxable
income, the expected timing of the reversals of existing temporary differences
and tax planning strategies. The Company's judgments regarding future
profitability may change due to many factors, including future market conditions
and the ability to successfully execute its business plans. Should there be a
change in the ability to recover deferred tax assets, the tax provision would
increase or decrease in the period in which the assessment is changed.

Goodwill and Other Intangible Assets

Goodwill represents the excess of cost over the identifiable net assets of
businesses acquired. Goodwill is recognized as an asset and is to be reviewed
for impairment annually and between annual tests when events and circumstances
indicate that impairment may have occurred. Impairment is a condition that
exists when the carrying amount of goodwill exceeds its implied fair value.

Intangible assets, other than goodwill and indefinite-lived intangible assets,
are amortized to expense over their estimated useful lives in a manner
consistent with that in which the related benefits are expected to be realized,
and are periodically reviewed by management to assess recoverability. Impairment
losses on other intangibles are recognized as a charge to expense if carrying
amounts exceed fair values.


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Servicing Assets



A servicing asset related to SBA loans is initially recorded when these loans
are sold and the servicing rights are retained. The servicing asset is recorded
on the balance sheet and included in other assets. Fair value is determined
using prices for similar assets with similar characteristics, when available, or
based upon discounted cash flows using market-based assumptions. Impairment is
evaluated based on stratifying the underlying financial assets by date of
origination and term. Any impairment, if temporary, would be reported as a
valuation allowance.

Derivatives Instruments and Hedging Activities



The Company enters into interest rate swap agreements as part of the Company's
interest rate risk management strategy. The Company has derivatives not
designated as hedges. Derivatives not designated as hedges are not speculative
and result from a service the Company provides to certain loan customers. The
Company executes interest rate swaps with commercial banking customers to
facilitate their respective risk management strategies. Those interest rate
swaps are simultaneously hedged by offsetting derivatives that the Company
executes with a third party, such that the Company minimizes its net risk
exposure resulting from such transactions. The swaps are reported at fair value
in other assets or other liabilities. The interest rate swaps qualify as
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 also had derivatives designated as cash flow hedges. Cash flow
hedges are used to hedge exposures, or to modify interest rate characteristics,
for certain balance sheet accounts under its interest rate risk management
strategy. Changes in the fair value of these cash flow hedges are initially
recorded in accumulated other comprehensive income and subsequently reclassified
into earnings when the forecasted transaction affects earnings. If a hedge
relationship were no longer highly effective, hedge accounting would be
discontinued.

Further discussion of the derivatives is set forth in Note 1, Note 11, and Note 21 to the consolidated financial statements.


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FINANCIAL CONDITION

Assets

The Company's total assets increased $94.9 million, or 10.0%, from $948.5 million at December 31, 2021 to $1.0 billion at December 31, 2022, primarily due to an increase in net loans from $729.6 million as of December 31, 2021, to $838.0 million at December 31, 2022.

Cash and cash equivalents



Cash and cash equivalents decreased $8.6 million or 18.2%, from $47.0 million at
December 31, 2021 to $38.5 million as of December 31, 2022. The decrease as of
December 31, 2022 was primarily attributable to increase in loan origination and
purchased loans. The Company's liquidity position is strong with liquid assets
to total assets of 9.3% as of December 31, 2022.

Investment securities

The following table is a summary of the Company's available-for-sale securities portfolio and other investments at the dates shown:

December 31,
(In thousands, except per share amounts)                    2022          

2021 2020



U. S. Government agency and mortgage-backed securities   $ 59,046      $ 66,629      $ 16,833
Corporate bonds                                            14,655        16,921        17,290
Subordinated notes                                          4,602         4,626         9,005
SBA loan pools                                              5,718         5,603         5,567
Municipal bonds                                               499           562           567
Total available-for-sale securities, at fair value         84,520        94,341        49,262

Other investments, at cost                                  4,450         4,450         4,450

                                                         $ 88,970      $ 98,791      $ 53,712


Total investments decreased $9.8 million or 9.9%, from $98.8 million at December
31, 2021 to $89.0 million at December 31, 2022. This decrease was primarily
attributable to the net unrealized loss of $18.9 million for the
available-for-sale securities, associated with rising market interest rates, and
$10.3 million in repayments and maturity of principal on available-for-sale
securities, which was partially offset by purchases of available-for-sale
securities of $19.3 million in 2022. There were no sales of available-for-sales
securities during the year ended December 31, 2022 and 2020. During the year
ended December 31, 2021, the Bank sold $58.8 million available-for-sale
securities and recognized net gain on sale of securities of $76,000.


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Loans held for investment

The following table provides the composition of the Company's loan held for investment portfolio as of December 31, for each of the years shown:



                                                                           December 31,
(In thousands)                          2022                                   2021                                   2020
                             Amount                %                Amount                %                Amount                %
Loan portfolio segment:
Commercial Real Estate    $ 437,443               51.57  %       $ 365,247               49.38  %       $ 282,378               38.68  %
Residential Real Estate     124,140               14.63  %         158,591               21.45  %         153,851               21.07  %
Commercial and Industrial   138,787               16.36  %         122,810               16.61  %         144,297               19.76  %
Consumer and Other          141,091               16.63  %          59,364                8.03  %          67,635                9.26  %
Construction                  4,922                0.58  %          21,781                2.95  %          66,984                9.17  %
Construction to permanent
- CRE                         1,933                0.23  %          11,695                1.58  %          15,035                2.06  %
Loans receivable, gross     848,316              100.00  %         739,488              100.00  %         730,180              100.00  %
Allowance for loan losses   (10,310)                                (9,905)                               (10,584)
Loans receivable, net     $ 838,006                              $ 729,583                              $ 719,596

The gross loans receivable increased $108.8 million or 14.7%, from $739.5 million at December 31, 2021 to $848.3 million at December 31, 2022. The increase in loans was primarily attributable to $211.4 million in loan origination and $141.4 million in purchases of loans receivable which was partially offset by a net decrease in loan payoffs of $239.6 million for the year ended December 31, 2022.



Patriot originates SBA 7(a) loans, on which the SBA has historically provided
guarantees of 75% of the principal balance. However, during the COVID-19
pandemic in 2021, the SBA temporarily increased the guarantees to 90% and
reverted to 75% on October 1, 2021. 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 held for investment were included in the commercial real estate loans
and commercial and industrial loan classifications above. As of December 31,
2022 and 2021, SBA loans included in the commercial real estate loans were $12.2
million and $9.7 million, respectively. SBA loans included in the commercial and
industrial loan were $20.3 million and $17.4 million as of December 31, 2022 and
2021, respectively.

At December 31, 2022, the net loan to deposit ratio was 97.4% and the net loan
to total assets ratio was 80.3%. At December 31, 2021, these ratios were 97.0%
and 77.0%, respectively.


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Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table presents loans receivable, gross by portfolio segment, by contractual maturity as of December 31, 2022:



                                                    Contractual Maturity of Loan Balance
                                            One year or          One through          After Five
(In thousands)                                 less               Five Years             Years              Total
Loan portfolio segment:
Commercial Real Estate                    $     51,910          $   201,391          $  184,142          $ 437,443
Residential Real Estate                          1,006                8,053             115,081            124,140
Commercial and Industrial                       17,638               59,946              61,203            138,787
Consumer and Other                                 112               72,991              67,988            141,091
Construction                                     3,885                1,037                   -              4,922
Construction to permanent - CRE                      -                    -               1,933              1,933
                  Total                   $     74,551          $   343,418          $  430,347          $ 848,316

Fixed rate loans                          $      7,307          $   211,974          $  148,959          $ 368,240
Variable rate loans                             67,244              131,444             281,388            480,076
                  Total                   $     74,551          $   343,418          $  430,347          $ 848,316


All variable rate loans account for 56.59% of the total loan portfolio.
Approximately 26.00% of the variable rate loan portfolio reprices with changes
in interest rates within three months of the rate change. The balance of the
loan portfolio has an initial rate for a fixed period, for example one, three or
five years and then reprice annually after the initial fixed period. These
repricing characteristics are reflected in the Bank's aggregate analysis of net
interest sensitivity included in Item 7A. of this report.

As a community bank, the Bank is invested in a local economy, which may be
subject to the vagaries of general economic conditions. As of December 31, 2022,
the investments in Commercial Real Estate and Commercial and Industrial were
approximately 67.93% of total loans receivable. These loans generally are
collateralized by the underlying real estate and supported by personal
guarantees of the borrowers.


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Allowance for loan and lease losses



The allowance for loan and lease losses increased $405,000 from $9.9 million at
December 31, 2021 to $10.3 million at December 31, 2022. The increase was
primarily attributable to a provision for loan losses of $1.9 million due to
increased loan balances and additional specific reserve for one impaired loan,
which was partially offset by net charge-offs of $1.5 million for the year ended
December 31, 2022.

Based upon the overall assessment and evaluation of the loan portfolio at
December 31, 2022 and based upon the prevailing accounting standard (ASC
310-10-35), management believes the allowance for loan and lease losses of $10.3
million, which represents 1.2% of gross loans outstanding, was adequate under
prevailing economic conditions to absorb existing losses in the loan portfolio.
As of January 1, 2023, the Company adopted ASU 2016-13 to recognize and measure
credit losses on financial assets measured at amortized cost as discussed
further in the Summary of Significant Accounting Policies.

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

                                                    Year Ended December 31,
(In thousands)                                2022           2021           2020

Balance at beginning of the period         $  9,905       $ 10,584       $ 10,115
Charge-offs:
Commercial Real Estate                            -            (51)        (1,032)
Residential Real Estate                           -             (3)           (24)
Commercial and Industrial                       (70)          (212)          (677)
Consumer and Other                           (1,690)           (23)           (45)
Construction                                    (68)           (69)             -
            Total charge-offs                (1,828)          (358)        (1,778)
Recoveries:
Commercial Real Estate                          154              -              -
Residential Real Estate                           4              3              1
Commercial and Industrial                        69             65             70
Consumer and Other                              121            111              6
Total recoveries                                348            179             77

Net charge-offs                              (1,480)          (179)        (1,701)
Provision (credit) for loan losses            1,885           (500)         

2,170

Balance at end of the period $ 10,310 $ 9,905 $ 10,584

Ratios:


Net charge-offs to average loans              (0.18) %       (0.03) %       (0.22) %
Allowance for loan losses to total loans       1.22  %        1.34  %       

1.45 %


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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:



                                                                                     December 31,
(In thousands)                               2022                                         2021                                        2020
                                                  Percent of loans                             Percent of loans                            Percent of loans
                             Allowance for        in each category        Allowance for        in each category       Allowance for        in each category
                              loan losses          to total loans         

loan losses to total loans loan losses to total loans Commercial Real Estate $ 6,966

                  51.57  %       $      5,063                  49.38  %       $     4,485                  38.68  %
Residential Real Estate              665                  14.63  %              1,700                  21.45  %             1,379                  21.07  %
Commercial and Industrial          1,403                  16.36  %              2,532                  16.61  %             3,284                  19.76  %
Consumer and Other                 1,207                  16.63  %                253                   8.03  %               295                   9.26  %
Construction                          24                   0.58  %                 78                   2.95  %               739                   9.17  %
Construction to permanent -
CRE                                   10                   0.23  %                 41                   1.58  %               162                   2.06  %
Unallocated                           35                       N/A                238                       N/A               240                       N/A
Total Allowance for loan
losses                      $     10,310                 100.00  %       $      9,905                 100.00  %       $    10,584                 100.00  %


Nonperforming Assets

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



                    (In thousands)                                 December 31,
                                                        2022           2021           2020
  Non-accruing loans:
  Commercial Real Estate                             $ 11,241       $ 15,704       $ 14,534
  Residential Real Estate                               2,470          3,148          3,854
  Commercial and Industrial                             4,833          4,101            700
  Consumer and Other                                       49            142            917
  Construction                                              -              -              -
  Total non-accruing loans                             18,593         23,095         20,005

  Loans past due over 90 days and still accruing        1,155              2             16
  Other real estate owned                                   -              

- 1,906


  Total nonperforming assets                         $ 19,748       $ 

23,097 $ 21,927



  Nonperforming assets to total assets                   1.89  %        

2.44 % 2.49 %


  Nonperforming loans to total loans, net                2.36  %        

3.17 % 2.78 %




Non-accrual loans decreased $4.5 million, from $23.1 million at December 31,
2021 to $18.6 million at December 31, 2022. The $18.6 million of non-accrual
loans at December 31, 2022 was comprised of 28 borrowers. Two TDR loans totaling
$9.5 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 based on the Bank's experience
selling OREO properties and 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
established a specific reserve of $6.0 million as of December 31, 2022.

As of December 31, 2021, the $23.1 million of non-accrual loans was comprised of thirty borrowers, for which a specific reserve of $2.3 million had been established. Three TDR loans of total $9.7 million were included in the non-accrual loans as of December 31, 2021.


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Loans held for sale

Loans held for sale are made up of SBA loans which totaled $5.2 million and $3.1 million at December 31, 2022 and 2021, respectively.



Loans made by the Bank under the SBA 7(a) program generally are made to small
businesses to provide working capital or to provide funding for the purchase of
businesses, real estate, or equipment. SBA loans are made based primarily on the
historical and projected cash flow of the business and secondarily on the
underlying collateral provided.

Under the SBA 7(a) program the loans generally carry an SBA guaranty for 75% of
the loan. The Bank can sell the guaranteed portion in the secondary market and
retain and hold for investment the related unguaranteed portion of these loans,
as well as the servicing on such loans, for which it is paid a fee. SBA loans
held for investment are included in the commercial real estate loans and
commercial and industrial loan classifications. As a result of the COVID-19
pandemic, in 2021, the SBA increased the guaranteed percentage to 90% during one
of the rounds of stimulus. As of October 1, 2021, the guaranteed percentage
reverted back to 75% of the loan.

Patriot sells the guaranteed portion of SBA loans for liquidity purposes and to
generate non-interest income. 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 December 31, 2022 consisted of $3.1 million SBA
commercial and industrial loans and $2.1 million SBA commercial real estate,
respectively. SBA loans held for sale at December 31, 2021, consisted of $2.6
million SBA commercial and industrial loans and $562,000 SBA commercial real
estate, respectively. The Company sold $21.6 million SBA loans during the year
ended December 31, 2022, compared to $14.3 million for the year ended December
31, 2021.

During 2022 and 2021, no loans held for investment were transferred to loans
held for sale. In September 2020, one commercial and industrial loan of $5.0
million was reclassified from loans held for investment to loans held for sale.
The loan was sold in October 2020 which resulted in proceeds of $5.0 million.

Premises and equipment



As of December 31, 2022 and 2021, Patriot recorded premises and equipment, net,
of $30.6 million and $31.5 million, respectively. The decreases in premises and
equipment were normal depreciation of the active premises and equipment during
the year ended December 31, 2022. In 2021, the Bank sold a building in New
Haven, Connecticut, and recognized proceeds from the sale of $1.5 million for
the year ended December 31, 2021. The Bank did not sell any property and
equipment in 2022.

Management continuously reviews its branch locations and corporate offices evaluating operating efficiencies and market share as well as effective customer service and delivery.

Other Real Estate Owned ("OREO")

In 2021, Patriot sold the last OREO of $1.9 million and recognized a gain of $2,000. Therefore, no OREO balance was record on the balance sheet as of December 31, 2022 and 2021.

Goodwill



As of December 31, 2022 and 2021, the Company's goodwill was recorded unchanged
at $1.1 million, which resulted from the acquisition of Prime Bank in May 2018.
The Company performed its annual review of goodwill as of October 31, 2022 and
determined that there was no impairment of goodwill.

Core deposit intangible ("CDI")



Core deposit intangible ("CDI") was recorded as part of the Prime Bank business
combination in May 2018. The CDI is amortized over a 10-year period using the
straight-line method. In 2020, an impairment charge of $206,000 was recorded for
the year ended December 31, 2020, due to the decline in interest rates in 2020.
The Company performed a review of the CDI as of October 31, 2022 and determined
that there was no impairment of the CDI as of December 31, 2022. The decrease in
CDI of $47,000 from $296,000 at December 31, 2021 to $249,000 at December 31,
2022, was solely due to the amortization of the CDI for the year ended December
31, 2022.
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Deferred Taxes



As of December 31, 2022, Patriot had available approximately $15.8 million of
Federal net operating loss carryforwards ("NOL") that are offset by $15.5
million in Internal Revenue Code §382 limitations. After applying the
limitation, at December 31, 2022, Patriot has post-change net operating loss
carry-forwards of approximately $0.3 million which do not expire. For the years
ended December 31, 2022 and 2021, the Bank did not record any uncertain tax
position ("UTP") related to the utilization of certain federal net operating
losses.

Additionally, Patriot has approximately $52.8 million of NOLs available for Connecticut tax purposes at December 31, 2022, which may be used to offset up to 50% of taxable income in any year. The NOLs expire between 2030 and 2040.



As of December 31, 2022, Patriot had a $15.5 million deferred tax asset,
comprised of multiple temporary differences, in addition to the previously
aforementioned NOLs. The assessment of the potential realizability of the
deferred tax assets is based on observation of the condition and future of the
Bank, including:
•Cumulative pre-tax profit over the last four years;
•Forecasted taxable income for 2023 and future periods;
•Historical average pre-tax income over the last four years adjusted for a fraud
loss and other non-recurring expenses relating to merger and acquisition
activity, and a reduced cost of funds now reflected in its most recent results;
•Improvements in operations and cost management; and
•Net operating loss carry-forwards that do not begin to expire until 2030.

Patriot evaluates its ability to realize its net deferred tax assets on a
quarterly basis. In doing so, management considers all available evidence, both
positive and negative, to determine whether it is more likely than not that the
deferred tax assets will be realized. In 2022, management noted improvements in
the results of operations, forecasted future period taxable income, the overall
quality of the loan portfolio, continued efforts to reduce and control operating
expenses, and net operating loss carryforwards that do not begin to expire until
the year 2030. Based upon this evidence, management concluded there was no need
for a valuation allowance as of December 31, 2022.

Patriot 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.

Derivatives

As of December 31, 2022, 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 non-interest income. No gain on
the swaps was recognized for the year ended December 31, 2022, 2021 and 2020.

In April 2021, Patriot entered into a receive fixed/pay variable interest rate
swap, intended to reduce the Company's exposure to interest rate movements. This
contractual agreement was designated as a cash flow hedge. Under the term of the
swap contract, the Company hedged the cash flows associated with a pool of
1-month LIBOR floating rate loans by converting a $50 million portion of that
pool of loans into fixed rates with the swap. The Bank received fixed and paid
float swap for a 7-year rolling period beginning April 29, 2021. In August 2021,
the cash flow hedge interest rate swap contract was terminated.

The Company did not recognize any unrealized and realized gain or loss for the
year ended December 31, 2022. During the year ended December 31, 2021, the
Company recognized $149,000 of accumulated other comprehensive income that was
reclassified into interest income. The interest swap interest income is included
in interest and fees on loans on the consolidated statements of operations. A
gain of $512,000 was recognized from the termination of the interest rate swap
cash flow hedge for the year ended December 31, 2021, which is included in other
income on the consolidated statements of operations.

Further discussion of the final derivatives is set forth in Note 11 and Note 21 to the consolidated financial statements.


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Deposits



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

(In thousands)                                               December 31,
                                                  2022           2021           2020
Non-interest bearing:
Non-interest bearing                           $ 118,541      $ 140,384      $  99,344
Prepaid DDA                                      151,095         86,329         59,332
Total non-interest bearing                       269,636        226,713        158,676

Interest bearing:
Negotiable order of withdrawal accounts           34,440         34,741         30,529
Savings                                           71,002        109,744         98,635
Money market                                     164,827        111,957        131,378
Money market - prepaid deposits                   46,173         52,561     

15,011

Certificates of deposit, less than $250,000 165,793 142,246

160,968

Certificates of deposit, $250,000 or greater 59,877 53,584


    49,172
Brokered deposits                                 48,698         17,016         41,287
Total Interest bearing                           590,810        521,849        526,980

Total Deposits                                 $ 860,446      $ 748,562      $ 685,656


The Bank has substantially improved its deposit and funding mix over the past
year, while reducing its aggregate cost of funds. As of December 31, 2022, total
deposits increased $111.9 million, primarily due to growth in prepaid DDA and
Money market deposits of $58.4 million and a $61.5 million increase in brokered
deposits and certificates of deposits.

Borrowings

As of December 31, 2022 and 2021, total borrowings were $115.2 million and $120.7 million, respectively. Borrowings consist of Federal Home Loan Bank ("FHLB") advances, senior notes, junior subordinated debentures, and a note payable to the seller from whom the Fairfield branch building was purchased in 2015.



Shareholders' Equity

Equity decreased $7.8 million from $67.3 million at December 31, 2021 to $59.6
million at December 31, 2022. The decrease was primarily due to $14.0 million
unrealized loss in investment portfolio for the year ended December 31, 2022,
which was partially offset by $6.2 million of net income for the year ended
December 31, 2022.

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The following table presents average balance sheets, interest income, interest
expense and the corresponding yields earned, and rates paid for each of the
years in the three-year period ended December 31, 2022.

(In thousands)                                                                                            Year Ended December 31,
                                                           2022                                                        2021                                                     2020
                                                                                                   Average                                                  Average
                                   Average Balance          Interest            Yield              Balance           Interest            Yield              Balance           Interest            Yield
ASSETS
Interest Earning Assets:
Loans                            $        831,634          $ 40,823               4.91  %       $  705,353          $ 30,115               4.27  %       $  791,626          $ 35,835               4.51  %
Investments                                96,770             2,691               2.78  %          102,466             2,147               2.10  %           59,668             1,859               3.12  %
Cash equivalents and other                 32,229               498               1.55  %           57,753                89               0.15  %           49,071               209               0.42  %

Total interest earning assets             960,633            44,012               4.58  %          865,572            32,351               3.74  %          900,365            37,903               4.20  %

Cash and due from banks                     8,091                                                    4,016                                              

2,357


Allowance for loan losses                  (9,762)                                                 (10,384)                                                 (10,896)
OREO                                            -                                                      893                                                    2,259
Other assets                               66,440                                                   61,182                                                   62,086

Total Assets                     $      1,025,402                                               $  921,279                                               $  956,171

Liabilities
Interest bearing liabilities:
Deposits                         $        572,295          $  5,300               0.93  %       $  525,537          $  2,243               0.43  %       $  641,981          $  9,154               1.42  %
Borrowings                                105,333             3,475               3.30  %           94,511             2,986               3.16  %           92,469             2,671               2.88  %
Senior notes                               12,002               866               7.22  %           11,963               913               7.63  %           11,888               915               7.70  %
Subordinated debt                          17,947             1,066               5.94  %           17,910               933               5.21  %           17,872               991               5.53  %
Note Payable and other                        678                46               6.78  %              881                15               1.70  %            1,086                19               1.74  %

Total interest bearing
liabilities                               708,255            10,753               1.52  %          650,802             7,090               1.09  %          765,296            13,750               1.79  %

Demand deposits                           244,128                                                  196,287                                                  116,519
Other liabilities                          10,610                                                    8,485                                                    8,760

Total Liabilities                         962,993                                                  855,574                                                  890,575

Shareholders' equity                       62,409                                                   65,705                                              

65,596



Total Liabilities and
Shareholders' Equity             $      1,025,402                                               $  921,279

$ 956,171



Net interest income                                        $ 33,259                                                 $ 25,261                                                 $ 24,153

Interest margin                                                                   3.46  %                                                  2.92  %                                                  2.68  %
Interest spread                                                                   3.06  %                                                  2.65  %                                                  2.41  %



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The following table presents the change in interest-earning assets and
interest-bearing liabilities by major category and the related change in the
interest income earned and interest expense incurred thereon attributable to the
change in transactional volume in the financial instruments and the rates of
interest applicable thereto, comparing the years ended December 31, 2022 to 2021
and December 31, 2021 to 2020.

                                                                           

Year ended December 31,


                                                 2022 compared to 2021                                2021 compared to 2020
(In thousands)                                    Increase/(Decrease)                                  Increase/(Decrease)
                                       Volume            Rate             Total            Volume             Rate              Total
Interest Earning Assets:
Loans                                $ 5,063          $ 5,645          $ 10,708          $ (3,816)         $ (1,904)         $ (5,720)
Investments                             (115)             659               544             1,252              (964)              288
Cash equivalents and other               (42)             451               409                36              (156)             (120)

Total interest earning assets          4,906            6,755            11,661            (2,528)           (3,024)           (5,552)

Interest bearing liabilities:
Deposit                                  463            2,594             3,057            (2,762)           (4,149)           (6,911)
Borrowings                               342              147               489                58               257               315
Senior notes                               3              (50)              (47)               (2)                -                (2)
Subordinated debt                          2              131               133                 -               (58)              (58)
Note payable and other                    31                -                31                (4)                -                (4)

Total interest bearing liabilities       841            2,822             3,663            (2,710)           (3,950)           (6,660)

Net interest income                  $ 4,065          $ 3,933          $  7,998          $    182          $    926          $  1,108


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RESULTS OF OPERATIONS



A discussion regarding the financial condition and results of operations for
fiscal 2022 compared to fiscal 2021 is presented below. Discussions of fiscal
2021 items and year-to-year comparisons between fiscal 2021 and fiscal 2020 that
are not included in this Form 10-K can be found under Item 7 of Part II of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed
with the SEC on March 24, 2022.

Comparison of Results of Operations for the years 2022 and 2021



For the year ended December 31, 2022, the Company recorded net income of $6.2
million ($1.56 basic and diluted earnings per share) compared to net income of
$5.1 million ($1.29 basic and diluted loss per share) for the year ended
December 31, 2021.

Pre-tax income was $7.8 million for the year ended December 31, 2022, compared to pre-tax income of $5.0 million for the year ended December 31, 2021. Significant variances are summarized below and discussed in detail subsequently:



•Interest and dividend income increased $11.7 million;
•Interest expense increased $3.7 million;
•Net interest income increased $8.0 million;
•Provision for loan losses increased $2.4 million;
•Non-interest income decreased $818,000; and
•Non-interest expense increased $2.1 million.

Net interest income

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

For the year ended December 31, 2022, interest income increased to $44.0 million, as compared to $32.4 million for the year ended December 31, 2021, which was primarily attributable to an increase of $126.3 million in average loan balances, along with an increase in rates earned on loans reflecting the increase in interest rates during 2022.



For the year ended December 31, 2022, total interest expense increased to
$10.8 million, as compared to $7.1 million for the year ended December 31, 2021,
primarily due to an increase in average deposits balance of $46.8 million. The
increase in deposit interest expense reflects higher deposit balances and higher
market interest rates.

Net interest income for the years ended December 31, 2022 and 2021 was $33.3
million and $25.3 million, respectively. The Bank's net interest margin showed
improvement, and increased to 3.5% for the year ended December 31, 2022,
compared with 2.9% for the year ended December 31, 2021. The higher net interest
margin was due to effective monitoring of the Bank's interest sensitivity
position during the rising interest rate environment, higher loan balances and
the increase in deposit balances resulting from the addition of $58.4 million of
low-cost prepaid deposits in 2022.

Provision (Credit) for loan losses



For the year ended December 31, 2022, the Bank recorded a provision for loan
losses of $1.9 million reflecting the increased loan balance and higher
charge-offs associated with a purchased consumer loan portfolio. For the year
ended December 31, 2021, a credit for loan losses of $500,000 was recorded as a
result of improvements in the economy and in classified loan balances.

Non-interest income

For the year ended December 31, 2022, non-interest income decreased to $3.6 million, as compared to $4.4 million in 2021. The decrease was primarily attributable to lower net realized gains on sale of SBA loans as premiums available in the SBA secondary market declined during the year.


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Non-interest expense



For the year ended December 31, 2022, non-interest expense increased to $27.2
million, as compared to $25.2 million for 2021. The increase was primarily
attributable to an Employee Retention Credits of $2.9 million recognized in
2021, which was partially offset by a non-recurring project expenses of $1.9
million in connection with the proposed merger transaction with American
Challenger in 2021.

Termination of Pending acquisition



On November 14, 2021, the Company and American Challenger entered into a merger
agreement, which was subsequently amended on January 28, 2022 and February 28,
2022. On July 18, 2022, the merger agreement was terminated by the parties due
to mutual determination that not all closing conditions of the merger agreement
could be satisfied. In connection with the proposed merger, the Company has
previously recognized expenses of $1.9 million for the full year ended December
31, 2021 and $112,000 for the year ended December 31, 2022.

Other financial measures and ratios:



                                                              As of and for 

the year ended December 31,


                                                         2022                   2021                   2020

Return on average assets                                    0.60  %                0.55  %                (0.40) %
Return on average equity                                    9.87  %                7.75  %                (5.82) %
Average equity to average assets                            6.09  %                7.13  %                 6.86  %


We derived the selected balance sheet measures as of December 31, 2022, 2021 and
2020 and the selected statement of income measures for the years ended December
31, 2022, 2021 and 2020 from our audited consolidated financial statements
included elsewhere in this annual report. Average balances have been computed
using daily averages.


LIQUIDITY AND CAPITAL RESOURCES



As of December 31, 2022, the Company's balance sheet liquidity was
$97.4 million, which was 9.3% of total assets of $1.0 billion. At December 31,
2021, the balance sheet liquidity was $108.4 million, which was 11.4% of total
assets of $948.5 million. Liquidity including readily available off-balance
sheet funding sources was 18.0% at December 31, 2022 compared to 21.7% at
December 31, 2021.

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), unpledged available-for-sale securities, and loans held for sale. In
addition, off-balance sheet funding sources include collateral based borrowing
available from the FHLB, correspondent bank borrowing lines, and advised
borrowing lines through an interbank borrowing network.

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 for next 12 months and beyond.

The Company is a member of the Federal Home Loan Bank of Boston ("FHLB-B"). At December 31, 2022, the outstanding advances from the FHLB-B aggregated $85.0 million. The additional borrowing capacity available from FHLB-B was $69.2 million, which is comprised of $67.2 million of advances and a $2.0 million overnight line of credit. Additionally, the Bank retains a collateralized borrowing line with the Federal Reserve Bank which totaled $20.4 million at December 31, 2022 and correspondent bank borrowing lines totaling $24.5 million at December 31, 2022.


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As of December 31, 2022, the maturities of Patriot's contractual obligations are as follows:



(In thousands)                                                           

Contractual Obligations Due


                                         Less than One       One to Three        Three to Five        Over Five
Contractual Obligation Category              Year                Years               Years              Years              Total
Certificates of deposit                  $  169,088          $   43,876          $   12,706          $       -          $ 225,670
Brokered deposits                            43,589               5,109                   -                  -             48,698
Federal Home Loan Bank borrowings            55,000              30,000                   -                  -             85,000
Senior notes                                      -                   -              12,000                  -             12,000
Subordinated debt                                 -                   -                   -             10,000             10,000
Junior subordinated debt                          -                   -                   -              8,248              8,248
Note payable                                    210                 375                   -                  -                585
Operating lease obligations                     583                 775                 551                830              2,739

Total contractual obligations            $  268,470          $   80,135

$ 25,257 $ 19,078 $ 392,940




Management manages its capital resources by seeking to maintain a capital
structure that will ensure an adequate level of capital to support anticipated
asset growth and absorb potential losses while effectively leveraging capital to
enhance profitability and return to shareholders. Due to prior year losses,
dividends have not been paid to shareholders over the most recent three-year
period but may resume in future periods.

The primary source of liquidity at the Company as a stand-alone parent company
is return of capital from the Bank. These capital returns are subject to OCC
approval and are needed periodically to provide funds needed to service debt
payments at the Company. Return of Capital payments from the Bank to the Company
totaled $900,000 for the year ended December 31, 2022, $500,000 for the year
ended December 31, 2021, and $2.0 million for the year ended December 31, 2020.

OFF-BALANCE SHEET ARRANGEMENTS



The Bank's off-balance sheet commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee by the borrower.
Since these commitments could expire without being drawn upon or are contingent
upon the customer adhering to the terms of the agreements, the total commitment
amounts do not necessarily represent future cash requirements. As of
December 31, 2022 and 2021, the Bank's off-balance sheet commitments were $154.3
million and $127.0 million, respectively.

REGULATORY CAPITAL REQUIREMENTS



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. In September 2021, the Bank adopted the CBLR
framework. The Bank's Tier 1 leverage ratio as of December 31, 2022 and 2021 was
9.3% and 9.9%, respectively, which is above the well-capitalized required level
of 9.0%.

Management continuously assesses the adequacy of the Bank's capital with the goal to maintain a "well capitalized" classification.


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ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk



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

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

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

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

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

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


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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 repricing. 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 December 31, 2022                                              As of December 31, 2021
 Projected Interest                                  Change from         Change from Base                                 Change from         Change from Base
    Rate Scenario            Estimated Value           Base ($)            

   (%)               Estimated Value            Base ($)                 (%)
        +200                $    146,888            $   (15,357)                 (9.47) %       $    116,941             $   (15,137)                 (11.46) %
        +100                     157,368                 (4,877)                 (3.01) %            126,152                  (5,926)                  (4.49) %
        BASE                     162,245                      -                      -               132,078                       -                       -
        -100                     163,472                  1,227                   0.76  %            135,803                   3,725                    2.82  %
        -200                     155,386                 (6,859)                 (4.23) %            134,277                   2,199                    1.66  %


                                                                  Net

Interest Income - Performance Summary


                                              December 31, 2022                                                December 31, 2021
Projected Interest                               Change from        Change from Base         Estimated           Change from           Change from
   Rate Scenario          Estimated Value         Base ($)                (%)                  Value              Base ($)              Base (%)
       +200               $     46,131          $   (1,177)                 (2.49) %       $   31,521          $         45                  0.14  %
       +100                     46,938                (370)                 (0.78) %           31,575                    99                  0.31  %
       BASE                     47,308                   -                      -              31,476                     -                     -
       -100                     47,657                 349                   0.74  %           31,587                   111                  0.35  %
       -200                     46,747                (561)                 (1.19) %           31,548                    72                  0.23  %

Impact of Inflation and Changing Prices



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