General


Management's discussion and analysis of financial condition and results of
operations at September 30, 2021 and December 31, 2020 and for the three and
nine months ended September 30, 2021 and 2020 is intended to assist in
understanding the financial condition and results of operations of the Company
and the Bank. The information contained in this section should be read in
conjunction with the unaudited financial statements and the notes thereto
appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements


This report contains forward-looking statements, which can be identified by the
use of words such as "estimate," "project," "believe," "intend," "anticipate,"
"plan," "seek," "expect," "intend," "predict," "forecast," "improve,"
"continue," "will," "would," "should," "could," "may" and words of similar
meaning. These forward-looking statements include, but are not limited to:

? statements of our goals, intentions and expectations;

? statements regarding our business plans, prospects, growth and operating strategies;

? statements regarding the quality of our loan and investment portfolios; and

? estimates of our risks and future costs and benefits.



These forward-looking statements are based on current beliefs and expectations
of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are
subject to change. Forward looking statements, by their nature, are subject to
risks and uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

? general economic conditions, either nationally or in our market area, that are worse than expected;

? changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for loan losses;

? our ability to access cost-effective funding;

? fluctuations in real estate values and both residential and commercial real estate market conditions;

? demand for loans and deposits in our market area;

? our ability to continue to implement our business strategies;

? competition among depository and other financial institutions;



? inflation and changes in market interest rates that reduce our margins and
yields, reduce the fair value of financial instruments or reduce our volume of
loan originations, or increase the level of defaults, losses and prepayments on
loans we have made and make whether held in portfolio or sold in the secondary
market;

                                       37


? adverse changes in the securities markets;

? changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

? negative financial impact from unfavorable regulatory penalties and/or

settlement;

? our ability to manage interest rate risk, market risk, credit risk and operational risk;

? our ability to enter new markets successfully and capitalize on growth opportunities;



? our ability to successfully integrate into our operations any assets,
liabilities or systems we may acquire, as well as new management personnel or
customers, and our ability to realize related revenue synergies and cost savings
within expected time frames and any goodwill charges related thereto;

? changes in consumer spending, borrowing and savings habits;



? changes in accounting policies and practices, as may be adopted by the bank
regulatory agencies, the Financial Accounting Standards Board, the Securities
and Exchange Commission or the Public Company Accounting Oversight Board;

? our ability to retain key employees;

? our compensation expense associated with equity allocated or awarded to our employees; and

? changes in the financial condition, results of operations or prospects of issuers of securities that we own.



Further, given its ongoing and dynamic nature, it is difficult to predict the
full impact of the COVID-19 outbreak on our business. The extent of such impact
will depend on future developments, which are highly uncertain, including when
the coronavirus can be controlled and abated and whether the gradual reopening
of businesses will result in a meaningful increase in economic activity. As the
result of the COVID-19 pandemic and the related adverse local and national
economic consequences, we could be subject to any of the following risks, any of
which could have a material, adverse effect on our business, financial
condition, liquidity, and results of operations:



? demand for our products and services may decline, making it difficult to grow

assets and income;

if the economy is unable to substantially reopen, and higher levels of

? unemployment continue for an extended period of time, loan delinquencies,

problem assets, and foreclosures may increase, resulting in increased charges

and reduced income;

? collateral for loans, especially real estate, may decline in value, which could

cause loan losses to increase;

? our allowance for loan losses may increase if borrowers experience financial

difficulties, which will adversely affect our net income;

? the net worth and liquidity of loan guarantors may decline, impairing their

ability to honor commitments to us;

? our cyber security risks are increased as the result of an increase in the

number of employees working remotely;




                                       38


? FDIC premiums may increase if the agency experiences additional resolution

costs; and

we may face litigation, regulatory enforcement and reputation risk as a result

? of our participation in the SBA PPP and the risk that the SBA may not fund some


   or all PPP loan guaranties.




Moreover, our future success and profitability substantially depends on the
management skills of our executive officers and directors, many of whom have
held officer and director positions with us for many years. The unanticipated
loss or unavailability of key employees due to the outbreak could harm our
ability to operate our business or execute our business strategy. We may not be
successful in finding and integrating suitable successors in the event of key
employee loss or unavailability.

Additional factors that may affect our results are discussed in our   Annual
Report on Form 10-K   under the heading "Risk Factors." Because of these and
other uncertainties, our actual future results may be materially different from
the results indicated by these forward-looking statements. Accordingly, you
should not place undue reliance on such statements.

Critical Accounting Policies



For a detailed disclosure regarding the Company's critical accounting policies,
see Part 2, Item 7 "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's   Annual Report on Form 10-K   for
the year ended December 31, 2020, filed with the Securities and Exchange
Commission. As of September 30, 2021, the critical accounting policies of the
Company have not changed materially from those disclosed in the   Annual Report
on Form 10-K   for the year ended December 31, 2020, with the exception of an
additional disclosure for derivative financial instruments as stated below.

Derivative Financial Instruments

Derivative financial instruments are recognized as assets and liabilities on the consolidated balance sheet and measured at fair value, if material.

Loan Level Interest Rate Swaps


The Company enters into interest rate swaps with commercial loan customers to
synthetically convert the customer's loan from a variable rate to a fixed rate.
These swaps are matched in offsetting terms to swaps that the Company enters
into with an outside third party. The swaps are reported at fair value in other
assets and other liabilities. The Company's 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 non-interest income.

Recent Events


On March 12, 2021, the Bank acquired two branches located in Orange County, New
York from ConnectOne Bank, the wholly-owned subsidiary of ConnectOne Bancorp,
Inc., as well as $33.9 million of deposits and other assets and liabilities.

We also opened two new branches in Orange County, New York, as a de novo
locations.  Previously stated as a geographical part of our service territory
that we wished to develop, the Middletown branch became fully operational during
the second quarter of 2021 and our Newburgh branch became fully operational
during the third quarter of 2021.







                                       39





Impact of COVID-19

While significant progress has been made to combat the COVID-19 pandemic, the
pandemic is not over and is expected to continue to have a complex and
significant adverse impact on the economy, the banking industry and the Company
in future periods, all subject to a high degree of uncertainty, particularly if
new variants of the virus continue to emerge.

Effects on Our Market Areas.



Our commercial and consumer banking products and services are offered primarily
in the Hudson Valley of New York, where individual and governmental responses to
the COVID-19 pandemic led to a broad curtailment of economic activity beginning
in March 2020. Last year, the Governor announced a statewide stay-at-home order,
also known as the "NYS on PAUSE Program," with a mandate that all non-essential
workers work from home and only businesses declared as essential by the program
were allowed to stay open. As cases of COVID-19 declined, New York began a
phased-in reopening with the Hudson Valley reaching Phase 1 reopening on May 26,
2020 and reaching the final Phase 4 on July 7, 2020. Even with the Phase 4
reopening business operations remained limited and many people still engaged in
limited activities. As vaccines became available in 2021, more pandemic related
restrictions eased and New York is gradually returning to normal. Statewide
unemployment levels have decreased but remain higher than pre-pandemic levels,
from an average of 3.7% in December 2019 to 10.0% in September 2020 to 7.1% in
September 2021.

Policy and Regulatory Developments.



Federal, state and local governments and regulatory authorities have enacted a
range of policy responses to the COVID-19 pandemic. The Coronavirus Aid, Relief
and Economic Security ("CARES") Act was signed into law at the end of March 2020
as a $2 trillion legislative package. The goal of the CARES Act was to curb the
economic downturn through various measures, including direct financial aid to
American families and economic stimulus to significantly impacted industry
sectors through programs like the PPP. In December 2020, many provisions of the
CARES Act were extended through the end of 2021. On September 5, 2021, several
federal unemployment benefit programs expired as per federal law. As the
Coronavirus rate in New York had fallen below the rate established by the
federal government, many of these benefits were lessened or expired in August
2021. In addition to the general impact of COVID-19, certain provisions of the
CARES Act as well as other recent legislative and regulatory relief efforts have
had a material impact on the Company's 2020 and 2021 operations and could
continue to impact operations going forward.

Pandemic Operational Preparations & Status.



Various operational measures remain in effect to encourage social distancing and
enhanced cleaning and sanitizing procedures continue at all offices, drive-thru
locations and ATM terminals. We maintain a workplace safety program to provide
employees a safe and healthy workplace. At September 30, 2021, the majority of
our employees have returned to the office. On September 6, 2021, New York
Governor Kathy Hochul announced the designation of COVID-19 as an airborne
infectious disease under the New York Health and Essential Rights Act ("HERO
Act"). This designation requires all private employers to implement workplace
safety plans. The key change to current safety protocol followed by the Bank is
that all employees, regardless of vaccination status must be masked while in
common areas. We continue to watch the latest COVID-19 developments and are
following guidance provided by the Centers for Disease Control, as well as
federal, state and local agencies.

                                       40



Effects on Our Business.

With regard to our September 30, 2021 financial condition and results of
operations, improving conditions around COVID-19 had a material impact on our
provision for loan losses as the provision is significantly impacted by changes
in economic conditions. Given that the economic conditions have improved
significantly since December 31, 2020, we recorded a credit to the provision for
loan losses during the three and nine months ended September 30, 2021. Should
economic conditions worsen as a result of a resurgence in the virus and
resulting measures to curtail its spread, we could experience increases in our
required provision and record an additional expense.



The Company's interest income could be reduced due to COVID-19. In keeping with
guidance from regulators, the Company continues to work with COVID-19 affected
borrowers to defer their payments, interest, and fees. While interest and fees
continue to accrue to income, through normal GAAP accounting, should eventual
credit losses on these deferred payments emerge, the related loans would be
placed on nonaccrual status and interest income and fees accrued would be
reversed. In such a scenario, interest income in future periods could be
negatively impacted.



U.S. Small Business Administration Paycheck Protection Program.



Section 1102 of the CARES Act created the PPP, a program administered by the
Small Business Administration ("SBA") to provide loans to small businesses for
payroll and other basic expenses during the COVID-19 pandemic. We have
participated in the PPP as a lender. These loans are eligible to be forgiven if
certain conditions are satisfied and are fully guaranteed by the SBA.
Additionally, loan payments will also be deferred for the first ten months of
the loan term. The PPP commenced on April 3, 2020 and was available to qualified
borrowers through August 8, 2020. No collateral or personal guarantees were
required. Neither the government nor lenders are permitted to charge the
recipients any fees. During 2020, we received SBA approval for 674 applications
totaling $92.0 million all of which were funded. As of December 31, 2020, there
were $75.4 million of PPP loans outstanding.



On December 27, 2020, President Trump signed into law the Consolidated
Appropriations Act, 2021 (the "CAA"). The CAA, among other things, extends the
life of the PPP, creating a second round of PPP loans for eligible businesses.
We participated in the CAA's second round of PPP lending. The second round PPP
program began accepting new loan applications on January 11, 2021 and ended on
May 5, 2021, when the SBA announced that general funds for the program were
depleted. During the nine months ended September 30, 2021, we received SBA
approval for 376 applications totaling $48.2 million and all had been funded. At
September 30, 2021, we had $44.1 million of PPP loans outstanding.



COVID-19 Loan Forbearance Program.





Section 4013 of the CARES Act provides that a qualified loan modification is
exempt by law from classification as a TDR pursuant to GAAP.  In addition, the
Office of the Comptroller of the Currency ("OCC") in coordination with other
federal agencies and in consultation with state financial regulators, issued OCC
Bulletin 2020-35, which provided more limited circumstances in which a loan
modification is not subject to classification as a TDR.



For consumer borrowers, the Bank is providing deferment of payments for indirect
and direct automobile loans for up to sixty (60) days and an additional thirty
(30) days, if needed. We are also providing forbearance to our residential real
estate borrowers, which allows them to defer their principal and interest
payments for up to ninety (90) days with an option for an additional ninety (90)
days, if needed. In addition, for commercial borrowers we are providing
deferment and forbearance options that include interest-only and tax escrow only
payments. Some borrowers meeting the Bank's underwriting criteria have been
granted working capital loans to provide financial assistance. These deferrals
are maintained within the CARES Act guidance and have not exceeded twelve
consecutive months of deferred payment.



As of September 30, 2021, we had 19 loans totaling $22.9 million of remaining
deferrals outstanding, all of which were performing in accordance with their
contractual terms.

                                       41




Details with respect to the active outstanding deferrals as of September 30, 2021 are as follows (dollars in thousands):






                                                Number
                                                  of                                         Accrued
                                                 Loans      Balance      Weighted Rate      Interest

Commercial non-residential real estate loans          7    $  18,328           3.98 %      $       340
Commercial and industrial loans                       9        4,477       

   5.43 %              126
Indirect automobile loans                             3           51           8.82 %                -
Total loans                                          19    $  22,856           4.28 %      $       466

Comparison of Financial Condition at September 30, 2021 and December 31, 2020



Total Assets. Total assets were $1.26 billion at September 30, 2021,
representing an increase of $133.9 million, or 11.9%, compared to $1.13 billion
at December 31, 2020. The increase was primarily related to an increase of
available for sale securities and cash and due from banks, offset by a decrease
in net loans receivable.

Cash and Due from Banks. Cash and due from banks increased $21.1 million, or
22.6%, to $114.6 million at September 30, 2021 from $93.5 million at December
31, 2020 primarily due to an increase in deposits held at the Federal Reserve
Bank of New York as cash from deposit growth exceeded asset growth.

Investment Securities Available for Sale. Investment securities available for
sale increased $137.5 million, or 133.5%, to $240.4 million at September 30,
2021 from $102.9 million at December 31, 2020. This increase was primarily due
to purchases of treasury and mortgage-backed securities of $181.9 million with
excess liquidity, partially offset by principal pay-downs, calls and maturities
of $42.2 million and the reversal of a net unrealized gain of $1.3 million to a
net unrealized loss of $758,000.

Net Loans. Total net loans receivable were $833.8 million at September 30, 2021,
a decrease of $40.0 million, or 4.6%, as compared to $873.8 million at December
31, 2020. The decrease was primarily due to a decline in our commercial and
industrial loan balances of $36.3 million, including a decrease in outstanding
SBA PPP loan balances of $31.5 million and a decrease in our non-residential
commercial real estate loans of $12.1 million. These decreases were primarily
due to higher than expected pay-offs and production short-falls. These decreases
were partially offset by an increase in multi-family real estate loans of $10.9
million.

Non-accrual loans decreased $132,000, or 2.1%, to $6.2 million at September 30,
2021, while non-performing assets decreased $182,000, or 2.8%, to $6.3 million
at September 30, 2021, as we disposed of other real estate owned valued at
$50,000 in 2021.

Cash Surrender Value of Life Insurance. Cash surrender value of life insurance increased $10.1 million, or 53.5%, as the Bank purchased $10.0 million in split-dollar life insurance policies for key employees.

Total Liabilities. Total liabilities increased $126.2 million, or 12.5%, to $1.14 billion at September 30, 2021, primarily due to an increase in deposits of $158.0 million, partially offset by a decrease in advances from the FHLB of $30.5 million.


Deposits. Deposits increased $158.0 million, or 17.0%, to $1.09 billion at
September 30, 2021. Interest bearing accounts grew $85.8 million, or 12.5%, to
$770.9 million while non-interest bearing balances increased $72.2 million, or
29.5%, finishing the first nine months of 2021 at $316.5 million. The increase
in deposits was primarily due to the acquisition of $33.9 million in deposits
from the acquisition of two branches from ConnectOne Bank in March 2021, the
addition of two de novo branches, an accumulation of liquidity by customers in
response to government stimulus actions, as well as organic growth in deposits.

                                       42



Borrowed Funds. Advances from the FHLB decreased $30.5 million, or 60.3%, from
$50.7 million at December 31, 2020 to $20.1 million at September 30, 2021, as
the Company was able to utilize increased deposits to fund asset growth.

Stockholders' Equity. Stockholders' equity increased $7.7 million to $124.2
million at September 30, 2021, primarily due to net income of $8.6 million
partially offset by a $1.6 million reversal from a net unrealized gain to a net
unrealized loss on available for sale securities. At September 30, 2021, the
Company's book value per share was $10.99. At September 30, 2021, the Company's
ratio of stockholders' equity-to-total assets was 9.84%. Unearned common stock
held by the Bank's employee stock ownership plan was $3.8 million at September
30, 2021.

Comparison of Operating Results for the Three and Nine Months Ended September 30, 2021 and September 30, 2020



Net Income. Net income for the three months ended September 30, 2021 increased
$1.5 million, or 133.5%, to $2.7 million, or $0.25 per diluted share, compared
to net income of $1.2 million, or $0.10 per diluted share, for the three months
ended September 30, 2020. Interest and dividend income increased $185,000, or
1.7%, interest expense decreased $846,000, or 45.8%, the provision for loan
losses decreased $3.2 million, or 142.4%, non-interest income decreased
$457,000, or 21.8%, while other expenses and taxes increased $2.2 million, or
29.0%, between comparable quarters.



For the nine months ended September 30, 2021, net income was $8.6 million, or
$0.79 per diluted share, compared to $3.6 million, or $0.33 per diluted share,
for the nine months ended September 30, 2020. Interest and dividend income
decreased by $479,000, or 1.5%, interest expense decreased $3.1 million, or
48.0%, and the provision for loan losses decreased $7.9 million, or 138.1%,
resulting in a $10.5 million increase, or 51.0%, in net interest income after
the provision for loan losses. Non-interest income increased $330,000, or 6.1%
while other non-interest and tax expense increased $5.9 million, or 26.1%,
during the equivalent nine month timeframes.



Net Interest Income. Net interest income increased $1.0 million, or 11.4%, to
$10.1 million for the three months ended September 30, 2021, compared to $9.0
million for the quarter ended September 30, 2020.  The ratio of average
interest-earning assets to average interest-bearing liabilities improved 1.6% to
145.46% while our net interest margin increased by 2 basis points to 3.42% when
comparing the third quarter of 2021 to the same period in 2020.

For the nine months ended September 30, 2021, net interest income increased $2.6
million, or 10.0%, to $29.0 million from $26.3 million for the comparable 2020
period.  Overall there was a 3 basis point decrease in the net interest margin
to 3.44%, when comparing the respective nine month periods, while the ratio of
average interest-earning assets to average interest-bearing liabilities improved
3.4% to 144.42%.

Interest Income. Interest income increased $185,000, or 1.7%, to $11.1 million
for the three months ended September 30, 2021 from $10.9 million for the
comparable 2020 period. The average yield decreased by 33 basis points to 3.76%,
which was offset by an increase in the average balances of interest-earning
assets of $110.8 million, or 10.5%, to $1.17 billion.

For the nine months ended September 30, 2021, interest income decreased
$479,000, or 1.5%, to $32.3 million from $32.8 million for the nine months ended
September 30, 2020. The average yield declined by 49 basis points when comparing
the nine-month periods ended September 30, 2021 and 2020 to 3.84% for the nine
months ended September 30, 2021, which was offset by an increase in the average
balance of interest-earning assets of $113.3 million, or 11.2%, to $1.13
billion. The decrease was mostly driven lower earning asset yields due to lower
yielding PPP loans and lower yielding debt securities due to the significant
decline in the interest rate environment, partially offset by higher average
earning asset balances.

Interest Expense. Interest expense decreased $846,000, or 45.8%, from $1.8
million for the quarter ended September 30, 2020, to $1.0 million for the
quarter ended September 30, 2021. Interest rates on interest-bearing liabilities
decreased 50 basis points to an average of 0.49% for the quarter ended September
30, 2021, which was offset by an increase in the average balance of total
interest-bearing liabilities of $64.5 million, or 8.7%, to $803.2 million as the
increase in the average balance of deposits was offset by a decrease in the
average balance of FHLB advances.



                                       43



For the nine months ended September 30, 2021, interest expense decreased $3.1
million, or 48.0%, to $3.4 million from $6.5 million for the comparable 2020
period, as the average yield on interest-bearing liabilities decreased by 62
basis points from the first nine months of 2020 to 0.58% for the first nine
months of 2021. The decrease in overall cost was partially offset by an increase
of $54.7 million, or 7.5%, in the average balances of interest-bearing liability
accounts as the increase in the average balance of deposits was offset by a
decrease in the average balance of FHLB advances.



Provision for Loan Losses. The provision for loan losses decreased by $3.2
million, or 142.4%, from $2.3 million for the quarter ended September 30, 2020,
to a credit of $954,000 for the current quarter. The provision decreased by $7.9
million, or 138.1%, from $5.7 million at September 30, 2020 to a credit of $2.2
million for the nine months ended September 30, 2021. The provision increased in
2020 as a result of the onset of the COVID-19 pandemic and related economic
conditions. The credit for both the three months and nine months of 2021 was
primarily attributable to a decline in loan balances, exclusive of multi-family
commercial real estate loans, an improvement in credit quality and an
improvement in the general economy as our customers show signs of recovering
from the pandemic.



Net charge-offs for the quarter ended September 30, 2021 totaled $138,000
compared to $259,000 for the respective period in 2020.  For the nine-month
period ended September 30, 2021, net charge-offs were $428,000, a decrease of
$668,000, or 60.9%, when compared to $1.1 million in the comparative 2020
period. The decrease was primarily due to an improvement in the overall economic
environment and pricing gains on the sales of repossessed vehicles as used car
prices have risen significantly.



Non-Interest Income. Non-interest income totaled $1.6 million for the three
months ended September 30, 2021; a decrease of $457,000, or 21.8%, from the
comparable period in the prior year, due primarily to a decrease in the net gain
on sales of loans resulting from a decline in loan volume. Loans sold totaled
$16.3 million for the three months ended September 30, 2021 compared to $19.7
million for the three months ended September 30, 2020. An increase in service
charges on deposit accounts of $106,000, or 19.0%, was driven primarily by the
increase in transaction volume related to our acquisitions, as well as growth in
the volume of our legacy deposit accounts.  Investment advisory income decreased
$143,000, or 37.6%, as sales of annuities decreased.



Non-interest income increased $330,000, or 6.1%, to $5.7 million for the nine
months ended September 30, 2021.  In the nine months ended September 30, 2021,
we recorded a gain related to the collection of life insurance proceeds of
$195,000. Increased transaction volume resulted in an increase in service
charges on deposit accounts of $186,000, or 10.9%.  The cash surrender value of
life insurance increased $122,000, or  42.1%, and various other non-interest
income items increased $167,000. These increases were partially offset by a
decrease in the net gain on sales of loans of $203,000, or 8.5%, and a decrease
in investment advisory income of $130,000, or 13.8%.



Non-Interest Expense. For the third quarter of 2021, non-interest expense
totaled $9.1 million, an increase of $1.7 million, or 23.0%, over the comparable
2020 period. The increase was primarily due to an increase in salaries and
benefits of $1.0 million, or 24.1%, as the Company hired additional employees
for its new branches and continued expansion into the Albany market. Occupancy
expenses increased $175,000, or 19.8%, as a result of the additional rent,
depreciation, and other expenses related to the branch expansion. The addition
of  branches was also primarily responsible for increased data processing costs
of $125,000. Professional fees increased $59,000, or 15.5%, as legal expense and
consultant fees both increased over the third quarter of 2020. Other
non-interest expenses increased $400,000, or 31.3%, primarily due to an
additional estimated reserve for potential consumer compliance issues in the
Bank's indirect automobile portfolio. Additional reserves in the future may be
required but cannot be estimated at this time.



For the nine months ended September 30, 2021, non-interest expense increased
$4.5 million, or 20.8%, to $26.0 million from $21.5 million over the comparative
period in 2020. The increase was primarily due to an increase in salaries and
benefits of $2.4 million, or 19.9%, due to new branch employees, market
expansion, as well as annual merit increases, production incentives and employee
benefit increases. Occupancy increased $439,000, or 16.8%, and professional fees
increased $320,000, or 30.3%, while data processing increased $229,000, or
22.0%. Other non-interest expenses increased $1.1 million, or 32.4%, and
included an additional estimated reserve of $450,000 for potential consumer
compliance issues in the Bank's indirect automobile portfolio.



                                       44



Income Taxes. Income taxes increased by $537,000 for the three months ended
September 30, 2021 as compared to the comparable period in 2020 as our income
before income taxes increased. Our effective tax rate for the three months ended
September 30, 2021 was 23.6% compared to 20.3% for the three months ended
September 30, 2020.

For the nine months ended September 30, 2021, income taxes increased $1.4 million, or 144.2%, to $2.3 million in the first nine months of 2021 from $958,000 for the comparable 2020 period. Our effective tax rate for the nine months ended September 30, 2021 was 21.4% as compared to 21.1% for the nine months ended September 30, 2020.





                                       45




Average Balance Sheets for the Three and Nine Months Ended September 30, 2021 and 2020



The following tables set forth average balance sheets, average yields and costs,
and certain other information for the periods indicated. All average balances
are daily average balances, the yields set forth below include the effect of
deferred fees and discounts and premiums that are amortized or accreted to
interest income (dollars in thousands).


                                                                            

For the Three Months Ended September 30,


                                                                     2021                                                 2020
                                                 Average        Interest and                          Average        Interest and
                                                 Balance         Dividends 

Yield/Cost(3) Balance Dividends Yield/Cost(3) Assets: Interest bearing depository accounts

$    90,680     $           34              0.15 %   $    48,544     $           12              0.10 %
Loans(1)                                           854,822             10,402              4.83 %       898,535             10,386              4.60 %
Available for sale securities                      222,851                623              1.11 %       110,469                476              1.71 %
Total interest-earning assets                    1,168,353             11,059              3.76 %     1,057,548             10,874              4.09 %
Non-interest-earning assets                         78,220                                               61,638
Total assets                                   $ 1,246,573                                          $ 1,119,186
Liabilities and equity:
NOW accounts                                   $   152,578     $           59              0.15 %   $   121,766     $           73              0.24 %
Money market accounts                              259,014                359              0.55 %       173,703                415              0.95 %
Savings accounts                                   180,277                 72              0.16 %       146,483                 85              0.23 %
Certificates of deposit                            173,013                340              0.78 %       222,749                945              1.69 %
Total interest-bearing deposits                    764,882                830              0.43 %       664,701              1,518              0.91 %
Escrow accounts                                     12,304                 36              1.16 %        12,432                 35              1.13 %
Federal Home Loan Bank advances                     20,858                106              2.02 %        56,422                272              1.92 %
Subordinated debt                                    5,155                 28              2.15 %         5,155                 21              1.61 %
Other interest-bearing liabilities                  38,317                170              1.76 %        74,009                328              1.77 %
Total interest-bearing liabilities                 803,199              1,000              0.49 %       738,710              1,846              0.99 %
Non-interest-bearing deposits                      298,713                                              248,148
Other non-interest-bearing liabilities              20,838                                               17,874
Total liabilities                                1,122,750                                            1,004,732
Total stockholders' equity                         123,823                                              114,454
Total liabilities and stockholders' equity     $ 1,246,573
                        $ 1,119,186
Net interest income                                            $       10,059                                       $        9,028
Interest rate spread                                                                       3.27 %                                               3.10 %
Net interest margin(2)                                                                     3.42 %                                               3.40 %
Average interest-earning assets to average
interest-bearing liabilities                                                             145.46 %                                             143.16 %


(1) Non-accruing loans are included in the outstanding loan balance.

(2) Represents the difference between interest earned and interest paid, divided

by average total interest earning assets.




(3) Annualized.


                                       46




                                                                               For the Nine Months Ended September 30,
                                                                     2021                                                 2020
                                                 Average        Interest and                          Average        Interest and
                                                 Balance         Dividends        Yield/Cost(3)       Balance         Dividends        Yield/Cost(3)

                                                                                        (Dollars in thousands)

Assets:


Interest bearing depository accounts           $    77,632     $           66              0.11 %   $    39,777     $           36              0.12 %
Loans(1)                                           869,238             30,722              4.73 %       859,636             31,001              4.82 %
Available for sale securities                      179,901              1,560              1.16 %       114,043              1,790              2.10 %
Total interest-earning assets                    1,126,771             32,348              3.84 %     1,013,456             32,827              4.33 %
Non-interest-earning assets                         70,646                                               60,529
Total assets                                   $ 1,197,417                                          $ 1,073,985
Liabilities and equity:
NOW accounts                                   $   145,830     $          184              0.17 %   $   109,151     $          192              0.23 %
Money market accounts                              231,849              1,042              0.60 %       164,561              1,328              1.08 %
Savings accounts                                   172,338                214              0.17 %       135,914                254              0.25 %
Certificates of deposit                            183,136              1,292              0.94 %       226,921              3,574              2.10 %
Total interest-bearing deposits                    733,153              2,732              0.50 %       636,547              5,348              1.12 %
Escrow accounts                                      9,727                 84              1.15 %         9,546                 81              1.13 %
FHLB and FRB advances                               32,178                477              1.98 %        74,258                960              1.73 %
Subordinated debt                                    5,155                 85              2.20 %         5,155                112              2.90 %
Other interest-bearing liabilities                  47,060                646              1.84 %        88,959              1,153              1.73 %
Total interest-bearing liabilities                 780,213              3,378              0.58 %       725,506              6,501              1.20 %
Non-interest-bearing deposits                      276,508                                              218,150
Other non-interest-bearing liabilities              19,844                                               16,524
Total liabilities                                1,076,565                                              960,180
Total stockholders' equity                         120,852                                              113,805
Total liabilities and stockholders' equity     $ 1,197,417
                        $ 1,073,985
Net interest income                                            $       28,970                                       $       26,326
Interest rate spread                                                                       3.26 %                                               3.13 %
Net interest margin(2)                                                                     3.44 %                                               3.47 %
Average interest-earning assets to average
interest-bearing liabilities                                                             144.42 %                                             139.69 %


(1) Non-accruing loans are included in the outstanding loan balance.

(2) Represents the difference between interest earned and interest paid, divided

by average total interest earning assets.




(3) Annualized.






                                       47



Rate/Volume Analysis

The following tables present the effects of changing rates and volumes on our
net interest income for the periods indicated. The rate column shows the effects
attributable to changes in rate (changes in rate multiplied by prior volume).
The volume column shows the effects attributable to changes in volume (changes
in volume multiplied by prior rate). The net column represents the sum of the
prior columns. For purposes of this table, changes attributable to both rate and
volume, which cannot be segregated, have been allocated proportionately based on
the changes due to rate and the changes due to volume (in thousands).


                                            Three Months Ended September 30, 2021           Nine Months Ended September 30, 2021
                                               Compared to Three Months Ended                   Compared to Nine Months Ended
                                                     September 30, 2020                              September 30, 2020
                                                     Increase (Decrease)                             Increase (Decrease)
                                                           Due to                                          Due to
                                           Volume             Rate             Net         Volume           Rate             Net
Interest income:
Interest bearing depository accounts    $         13      $          9      $      22    $       32     $         (2)     $       30
Loans receivable                               (533)               549             16           343             (622)          (279)
Marketable securities                            392             (245)            147           772           (1,002)          (230)
Total interest-earning assets                  (128)               313            185         1,147           (1,626)          (479)
Interest expense:
Deposits                                           9             (697)          (688)          (51)           (2,565)        (2,616)
Escrow accounts                                    -                 1              1             2                 1              3

Federal Home Loan Bank advances                (181)                15          (166)         (607)               124          (483)
Subordinated debt                                  -                 7              7             -              (27)           (27)
Total interest-bearing liabilities             (172)             (674)          (846)         (656)           (2,467)        (3,123)

Net increase in net interest income $ 44 $ 987 $ 1,031 $ 1,803 $ 841 $ 2,644






Management of Market Risk

General. The majority of our assets and liabilities are monetary in nature.
Consequently, our most significant form of market risk is interest rate risk.
Our assets, consisting primarily of loans, have longer maturities than our
liabilities, consisting primarily of deposits. As a result, a principal part of
our business strategy is to manage our exposure to changes in market interest
rates. Accordingly, the Board of Directors maintains a management-level
Asset/Liability Management Committee (the "ALCO"), which takes initial
responsibility for reviewing the Company's asset/liability management process
and related procedures, establishing and monitoring reporting systems and
ascertaining that established asset/liability strategies are being maintained.
On at least a quarterly basis, the ALCO reviews and reports asset/liability
management outcomes from various modeling scenarios. This committee also
implements any changes in strategies and reviews the performance of any specific
asset/liability management actions that have been implemented.

We manage our interest rate risk to minimize the exposure of our earnings and
capital to changes in market interest rates. We have implemented the following
strategies to manage our interest rate risk: originating loans with adjustable
interest rates or with shorter terms, promoting core deposit products, and
adjusting the interest rates and maturities of funding sources, as necessary. By
following these strategies, we believe that we are better positioned to react to
changes in market interest rates.

                                       48



Net Economic Value Simulation. We analyze the Bank's sensitivity to changes in
interest rates through a net economic value of equity ("EVE") model. EVE
represents the present value of the expected cash flows from our assets less the
present value of the expected cash flows arising from our liabilities adjusted
for the value of off-balance sheet contracts. The EVE ratio represents the
dollar amount of our EVE divided by the present value of our total assets for a
given interest rate scenario. EVE attempts to quantify our economic value using
a discounted cash flow methodology while the EVE ratio reflects that value as a
form of capital ratio. We estimate what our EVE would be at a specific date. We
then forecast what the EVE might be at the same date throughout a series of
interest rate scenarios representing immediate and permanent, parallel shifts in
the yield curve. We currently calculate the EVE under scenarios where interest
rates increase 100, 200, 300 and 400 basis points from current market rates and
where interest rates decrease 100 basis points from current market rates.

The following table presents the estimated changes in the Bank's EVE that would
result from changes in market interest rates at September 30, 2021 (dollars

in
thousands).


                                                                                   Net Economic
                                                                               Value as Percent of
                                                Net Economic Value                  of Assets
                                         Dollar        Dollar      Percent      EVE        Percent

Basis Point Change in Interest Rates     Amount        Change      Change  

   Ratio        Change
400                                     $ 112,150    $  (9,967)      (8.2) %     9.72 %          0.2 %
300                                       115,132       (6,985)      (5.7) %     9.78 %          0.8 %
200                                       117,924       (4,193)      (3.4) %     9.80 %          1.1 %
100                                       121,065       (1,052)      (0.9) %     9.84 %          1.4 %
0                                         122,117             -          - %     9.70 %            - %
(100)                                   $  98,100    $ (24,017)     (19.7) %     7.63 %       (21.3) %




Certain shortcomings are inherent in the methodologies used in the above
interest rate risk measurements. Modeling changes require making certain
assumptions that may or may not reflect the manner in which actual yields and
costs respond to changes in market interest rates. The above table assumes that
the composition of our interest-sensitive assets and liabilities existing at the
date indicated remains constant uniformly across the yield curve regardless of
the duration or repricing of specific assets and liabilities. Accordingly,
although the table provides an indication of our interest rate risk exposure at
a point in time, such measurements are not intended to and do not provide a
precise forecast of the effect of changes in market interest rates on our EVE
and will likely differ from actual results.

Liquidity and Capital Resources



We maintain liquid assets at levels we consider adequate to meet both our
short-term and long-term liquidity needs. We adjust our liquidity levels to fund
deposit outflows, repay our borrowings and to fund loan commitments. We also
adjust liquidity as appropriate to meet asset and liability management
objectives.

Our primary sources of liquidity are deposits, loan sales, amortization and
prepayment of loans and mortgage-backed securities, maturities of investment
securities and other short-term investments, earnings and funds provided from
operations, as well as access to FHLB advances and other borrowings. While
scheduled principal repayments on loans and mortgage-backed securities are a
relatively predictable source of funds, deposit flows and loan sales and
prepayments are greatly influenced by market interest rates, economic
conditions, and rates offered by our competition. We set the interest rates on
our deposits to maintain a desired level of total deposits.

A portion of our liquidity consists of cash and cash equivalents and borrowings,
which are a product of our operating, investing and financing activities. At
September 30, 2021, $114.6 million of our assets were held in cash and cash
equivalents. We had $12.9 million in short-term investment securities (maturing
in one year or less) at September 30, 2021. As of September 30, 2021, we had
$20.1 million of structured borrowings outstanding from the FHLB, of which $17.6
million is due within the next 12 months. We had access to FHLB advances of up
to $631.3 million as of September 30, 2021.

                                       49



At September 30, 2021, we had $100.9 million in loan commitments outstanding,
which included $2.7 million in undisbursed construction loans, $10.8 million in
unused home equity lines of credit, $72.1 million in commercial lines of credit,
$12.2 million in future loan commitments and $3.1 million in standby letters of
credit. Certificates of deposit due within one year of September 30, 2021
totaled $137.3 million, or 81.6% of certificates of deposit. If these maturing
deposits do not remain with us, we will be required to seek other sources of
funds, including other certificates of deposit and borrowings. Depending on
market conditions, we may be required to pay higher rates on such deposits or
other borrowings than we currently pay on the certificates of deposit due on or
before September 30, 2022. We believe, however, based on past experience that a
significant portion of our certificates of deposit will remain with us. We have
the ability to attract and retain deposits by adjusting the interest rates
offered.

We also have obligations under our post retirement plan as described in Note 9
to the consolidated financial statements. The post retirement benefit payments
represent actuarially determined future payments to eligible plan participants.
We froze our pension plan in 2012.

Impact of Inflation and Changing Prices


The financial statements and related notes of Rhinebeck Bancorp, Inc. have been
prepared in accordance with GAAP. GAAP generally requires the measurement of
financial position and operating results in terms of historical dollars without
consideration for changes in the relative purchasing power of money over time
due to inflation. The impact of inflation is reflected in the increased cost of
our operations. Unlike industrial companies, our assets and liabilities are
primarily monetary in nature. As a result, changes in market interest rates have
a greater impact on performance than the effects of inflation.

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