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 contained within 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, premium payments we make to the FDIC for insurance of our deposits and other general and administrative expenses.

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.



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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:

Maintain our indirect automobile loan portfolio. We originate automobile loans

through a network of 95 automobile dealerships (63 in the Hudson Valley region

and 32 in Albany, New York). In 2022, we exceeded our goals to grow this

portfolio. Our indirect automobile loan portfolio totaled $457.2 million, or

46.2% of our total loan portfolio and 34.2% of total assets, at December 31,

? 2022 as compared to $382.1 million, or 44.8% of our total loan portfolio and

29.8% of total assets, at December 31, 2021. In addition, our direct automobile

portfolio totaled $8.3 million at December 31, 2022. While we still plan to

originate such loans, we plan to slow the growth of our indirect automobile

loan portfolio by decreasing loan originations through increased pricing and

limiting risk selections. Current management's risk appetite 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 helping to increase 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 have

no cost and are less sensitive to withdrawal when interest rates fluctuate.

? Core deposits represented 80.9% of our total deposits at December 31, 2022

compared to 85.8% at December 31, 2021. 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 are also working

to continue to increase our market share in Orange County, New York, having

opened 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 reducing our staffing levels, renegotiating key third-party contracts and

reducing other operating expenses. Our non-interest expense was $37.4 million

and $35.5 million for the years ended December 31, 2022 and 2021, 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 0.33% at December 31, 2022, which

decreased from 0.52% at December 31, 2021.

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

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

Bank, and two in Newburgh and Middletown, as de novo locations. While our focus

on developing Orange County remains a strategic priority for the Bank, we made

the business decision to permanently close the Monroe branch at year-end 2022.

The branch location and sheer number of financial institutions in the market

? made it difficult to gain any meaningful traction. We believe that the

remaining 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, 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.




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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.

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 worsening loan quality and economic conditions could result in an additional allowance. Likewise, external events could potentially improve loan quality and economic conditions, which may allow a reduction in the required allowance. In either instance, unanticipated and unforeseeable changes could have a significant impact on results of operations.



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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.

The Company is adopting Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments effective January 1, 2023. The new accounting rule requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to enhance their credit loss estimates.

The Company's CECL implementation efforts are continuing to focus on model validation, developing new disclosures, establishing formal policies and procedures and other governance and control documentation. Based on the Company's portfolio balances and forecasted economic conditions as of December 31, 2022, management believes the adoption of the CECL standard will result in an increase in the current reserves of approximately $800,000, or 10%, bringing the reserve to $8.7 million at January 1, 2023, as compared to the Company's current reserve levels of $7.9 million. This preliminary estimate is contingent upon continued testing and refinement of the model, methodologies and judgments utilized to determine the estimate. The actual impact of the adoption will be dependent upon the portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. At adoption, we expect to have a cumulative-effect adjustment to retained earnings, net of tax, for this change in the ACL, which would likely decrease our capital. We expect to continue to be well capitalized under the Basel III regulatory framework after the adoption of this standard.

Our methodology for estimating lifetime expected credit losses for our loan portfolios will include the following key components:

a. Segmentation of loans into pools that share common risk characteristics;

b. An economic forecast period based on the relation of losses with key economic

variables for each portfolio segment;

c. Reversion period to historical loss experience using a straight-line method;

d. Inclusion of qualitative adjustments to consider factors that have not been

accounted for;

e. Discounted cash flow method to measure credit impairment on each of our loan


    portfolio segments;


    Credit losses for loans that do not share similar risk characteristics are
    estimated on an individual basis. The lifetime losses for individually

f. measured loans are estimated based on one of several methods, including the


    estimated fair value of the underlying collateral, observable market value of
    similar debt or the present value of expected cash flows; and


    The estimation methodology for credit losses on unfunded lending-related

g. commitments is similar to the process for estimating credit losses for loans,

although with the addition of a probability of draw estimate that is applied

to each loan portfolio segment.

As noted above, we consider a number of variables in our evaluation of the adequacy of the allowance for loan losses. One of the most significant variables being portfolio growth, evaluated for the changing historical loss trends within the specific business segments. As of December 31, 2022, $1.2 million of our allowance for loan losses reflected the specific risk relative to portfolio growth trends. Based on our model, if all segments of the portfolio grew by an additional 5% on a year-over-year basis, our allowance for loan losses as of December 31, 2022, would have increased by $408,000 to $8.2 million, holding all other variables constant. Conversely, if all segment balances of our loan portfolio had fallen by 5% during the year ended December 31, 2022, our allowance for loan losses would have decreased by $377,000 to $7.5 million, holding all other variables constant.



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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 2022 or 2021.

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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