This discussion and analysis reflects information contained in our audited consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the audited consolidated financial statements of this Form 10-K.

Overview

Net Interest Income. Our primary source of income is net interest income. Net interest income is the difference between interest income, which is the income we earn on our loans and investments, and interest expense, which is the interest we pay on our deposits and borrowings.

Provision for Loan Losses. The allowance for loan losses is a valuation allowance for probable incurred credit losses. The allowance for loan losses is increased through charges to the provision for loan losses. Loans are charged against the allowance when management believes that the collectability of the principal loan amount is not probable. Recoveries on loans previously charged-off, if any, are credited to the allowance for loan losses when realized.

Non-interest Income. Our primary sources of non-interest income are mortgage banking income, service charges on deposit accounts, investment advisory income and net gains in the cash surrender value of bank owned life insurance and other income.

Non-Interest Expenses. Our non-interest expenses consist of salaries and employee benefits, net occupancy and equipment, data processing, professional fees, marketing expenses and other general and administrative expenses, including premium payments we make to the FDIC for insurance of our deposits.

Income Tax Expense. Our income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and the tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amounts expected to be realized.

Impact of COVID-19

During 2021, the United States' economy began to recover from the COVID-19 pandemic, as the distribution of COVID-19 vaccines allowed for the easing of restrictive measures that had previously been imposed by state and local governments. While progress has been made to combat the COVID-19 pandemic, the pandemic is not over and may 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. In 2020, 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. The recent surge of the Omicron variant has been a setback, and certain previously-relaxed social distancing and safety protocols have been reinstated, however, the state is hesitant to enact strict restrictions with vaccines and masking remaining the best public health measures in protecting people from COVID-19. Statewide unemployment levels have decreased but remain higher than pre-pandemic levels, from an average of 3.7% in December 2019 to 6.2% in December 2021.



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Pandemic Operational Preparations and 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. By September 30, 2021, the majority of our employees had 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.

Effects on Our Business.

With regard to our December 31, 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 for the year ended December 31, 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.

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, 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 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. During 2020, we received SBA approval for 674 applications totaling $92.0 million all of which were funded.

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. During the year ended December 31, 2021, we received SBA approval for 376 applications totaling $48.2 million and all had been funded. At December 31, 2021, we had $29.5 million of PPP loans outstanding

Deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, totaled $3.3 million at December 31, 2021. We recorded amortization of net deferred loan origination fees of $2.4 million and $2.1 million on PPP loans for the years ended December 31, 2021 and 2020, respectively. The remaining net deferred loan origination fees will be amortized over the life of the respective loans, or until forgiven by the SBA, and will be recognized in interest income.

To assure adequate funding of the additional loan demand, the Bank became a participant in the Federal Reserve's Payroll Protection Program Lending Facility ("PPPLF"), which allowed us to present these loans as collateral for 100% principal credit at the Federal Reserve's discount window. The term of these loans mirrored the actual maturity of the underlying collateral and had a fixed interest rate of 0.35%. In April 2020, we borrowed $70.1 million which was repaid in full on July 2, 2020. The Bank did not utilize the PPPLF to fund its second round of PPP loans.



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COVID-19 Loan Forbearance Programs

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 deferred payments for indirect and direct automobile loans for up to 60 days and an additional 30 days, if needed. We also provided forbearance to our residential real estate borrowers which allowed them to defer their principal and interest payments for up to 90 days and an option for an additional 90 days, if needed. In addition, for commercial borrowers we provided deferment and forbearance options that include interest-only and tax escrow only payments. Some borrowers that met the Bank's underwriting criteria were granted working capital loans to provide financial assistance. These deferrals were maintained within the CARES Act guidance and did not exceed twelve consecutive months of deferred payment.

Throughout 2020, the Bank had approved 2,095 loan deferrals totaling $122.6 million. During 2021, the Bank had approved 120 loan deferrals totaling $1.9 million. As of December 31, 2021, all of the modifications granted to customers had expired and there were no deferrals outstanding.

Business Strategy

Based on an extensive review of the current opportunities in our primary market area as well as our resources and capabilities, we are pursuing the following business strategies:

Continue to grow our indirect automobile loan portfolio. We originate

automobile loans through a network of 134 automobile dealerships (87 in the

Hudson Valley region and 47 in Albany, New York). Our indirect automobile loan

portfolio totaled $382.1 million, or 44.8% of our total loan portfolio and

29.8% of total assets, at December 31, 2021 as compared to $376.3 million, or

? 42.9% of our total loan portfolio and 33.3% of total assets, at December 31,

2020. In addition, our direct automobile portfolio totaled $6.8 million at

December 31, 2021. We plan to continue to grow our indirect automobile loan

portfolio by increasing loan originations and by further expanding our presence

in the Albany, New York area; however, our current policy limits our total

indirect automobile loan portfolio to 45% of total assets.

Focus on commercial real estate, multi-family real estate and commercial

business lending. We believe that commercial real estate, multi-family real

estate and general commercial business lending offer opportunities to invest in

our community, while increasing the overall yield earned on our loan portfolio

and assisting in managing interest rate risk. We intend to continue to increase

? our originations of these types of loans in our primary market area and may

consider hiring additional lenders as well as originating loans secured by

properties located in areas that are contiguous to our current market area. We

also occasionally participate in commercial real estate loans originated in

areas in which we do not have a market presence. The purchase of loan pools may

be considered in the event our organic loan production does not meet our

expectations.

Increase core deposits, including demand deposits. Deposits are our primary

source of funds for lending and investment. We intend to focus on expanding our

core deposits (which we define as all deposits except for certificates of

deposit), particularly non-interest-bearing demand deposits, because they are

the lowest cost funds and are less sensitive to withdrawal when interest rates

? fluctuate. Core deposits represented 85.8% of our total deposits at December

31, 2021 compared to 78.4% at December 31, 2020. Going forward, we will focus

on increasing our core deposits by increasing our commercial lending activities

and enhancing our relationships with our retail customers. We also increased

our market share in Orange County, New York, opening four new branches in the

county in 2021.

Continue expense control. Management continues to focus on controlling our

? level of non-interest expense and identifying cost savings opportunities, such

as monitoring our employee needs, renegotiating key third-




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party contracts and reducing other operating expenses. Our non-interest expense

was $35.5 million and $30.1 million for the years ended December 31, 2021 and

2020, respectively.

Manage credit risk to maintain a low level of non-performing assets. We

believe that strong asset quality is a key to long-term financial success. Our

strategy for credit risk management focuses on an experienced team of credit

? professionals, well-defined and implemented credit policies and procedures,

conservative loan underwriting criteria and active credit monitoring. Our ratio

of non-performing loans to total assets was 0.52% at December 31, 2021, which

decreased from 0.57% at December 31, 2020.

Grow the balance sheet. During 2021 we opened four new branches in Orange

County: two in Warwick and Montgomery, as the result of a purchase from

ConnectOne Bank, and two in Newburgh and Middletown, as de novo locations.

Previously stated as a geographical part of our service territory that we wish

to develop, all four locations were fully operational by year-end. We believe

that these offices, and the Bank overall, will continue to benefit from a large

? customer base that prefers doing business with a local institution and may be

reluctant to do business with larger institutions. By providing our customers

with quality service, coupled with a home-town ambience, we expect to continue

our strong organic growth. Also, as the pandemic retreats in the face of the

increasing availability of vaccinations, we expect that the pent- up demand of

commercial activity will return to a more normal pace providing renewed growth

opportunities for our loan portfolio.

Terms of Critical Accounting Policies

Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities, and we consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.

The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates.

Allowance for loan losses

The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future periods.

In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for unanticipated changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.

As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific impaired loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties.



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Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing the allowance including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal and external loan reviews and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions.

The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan and using applicable historical loss experience plus qualitative factors including, but not limited to, delinquency trends, general economic conditions and geographic and industry concentrations.

The allowance represents management's best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, external events could potentially cause an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated and unforeseeable changes could have a significant impact on results of operations.

Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans. Actual loan losses may be significantly more than the allowance for loan losses we have established, which could have a material negative effect on our financial results. In addition, our banking regulators, as an integral part of their examination process, periodically review our allowance for loan losses. Our banking regulators may require us to recognize adjustments to the allowance based on judgments about information available to them at the time of its examination.

Goodwill and Intangible Assets

The assets (including identifiable intangible assets) and liabilities acquired in a business combination are recorded at fair value at the date of acquisition. Goodwill is recognized as the excess of the acquisition cost over the fair values of the net assets acquired and is not subsequently amortized. Identifiable intangible assets include customer lists and core deposit intangibles and are being amortized on a straight-line basis over their estimated lives. Goodwill is not amortized, but it is tested at least annually for impairment in the fourth quarter, or more frequently if indicators of impairment are present.

The determination of fair values is based on valuations using management's assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In evaluating whether it is more likely than not that the fair value is less than its carrying amount, management assessed seven qualitative factors including, but not limited to, macroeconomic conditions, industry and market considerations, overall financial performance and other relevant company-specific events.

Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of goodwill and could result in impairment losses affecting our financial statements. A prolonged economic downturn or deterioration in the economic outlook may lead management to conclude that an interim quantitative impairment test of our goodwill is required prior to the annual impairment test. Based on our impairment tests, no impairment was recorded in 2021 or 2020.



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Income Taxes

We are subject to the income tax laws of the United States, New York State, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. See Note 9 to the Consolidated Financial Statements for a further description of our provision and related income tax assets and liabilities.

In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.

If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. We consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change.

A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carryback declines, or if we project lower levels of future taxable income. Such a valuation allowance would be established through a charge to income tax expense which would adversely affect our operating results.

Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution.



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