The following discussion and analysis of our financial condition and results of
operations for the years ended December 31, 2022 and 2021 should be read in
conjunction with our consolidated financial statements and the accompanying
notes included elsewhere in this Annual Report on Form 10-K. This discussion and
analysis contains forward-looking statements that are subject to certain risks
and uncertainties and are based on certain assumptions that we believe are
reasonable but may prove to be inaccurate. Certain risks, uncertainties and
other factors, including those set forth under "Cautionary Note Regarding
Forward-Looking Statements," "Item 1A-Risk Factors" and elsewhere in this Annual
Report on Form 10-K, may cause actual results to differ materially from those
projected results discussed in the forward-looking statements appearing in this
discussion and analysis. We assume no obligation to update any of these
forward-looking statements.

Overview



We are a bank holding company headquartered in Middletown, New York and
registered under the BHC Act. Through our wholly owned subsidiaries, Orange Bank
& Trust Company and Hudson Valley Investment Advisors, Inc., we offer
full-service commercial and consumer banking products and services and trust and
wealth management services to small businesses, middle-market enterprises, local
municipal governments and affluent individuals in the Lower Hudson Valley
region, the New York metropolitan area and nearby markets in Connecticut and New
Jersey. By combining the high-touch service and relationship- based focus of a
community bank with the extensive suite of financial products and services
offered by our larger competitors, we believe we can capitalize on the
substantial growth opportunities available in our market areas. We also offer a
variety of deposit accounts to businesses and consumers, including checking
accounts and a full line of municipal banking accounts through our business
banking platform. These activities, together with our 15 branches and one loan
production office, generate a stable source of low- cost core deposits and a
diverse loan portfolio with attractive risk-adjusted yields. We also offer
private banking services through Orange Bank & Trust Private Banking, a division
of Orange Bank & Trust Company, and provide trust and wealth management services
through Orange Bank & Trust Company's trust services department and HVIA, which
combined has $1.3 billion in assets under management at December 31, 2022. As of
December 31, 2022, our assets, loans, deposits and stockholders' equity totaled
$2.3 billion, $1.6 billion, $2.0 billion and $138.1 million, respectively.

Key Factors Affecting Our Business



Net Interest Income. Net interest income is the most significant contributor to
our net income and is the difference between the interest and fees earned on
interest-earning assets and the interest expense incurred in connection with
interest-bearing liabilities. Net interest income is primarily a function of the
average balances and yields of these interest-earning assets and
interest-bearing liabilities. These factors are influenced by internal
considerations such as product mix and risk appetite as well as external
influences such as economic conditions, competition for loans and deposits and
market interest rates.

The cost of our deposits and short-term borrowings is primarily based on
short-term interest rates, which are largely driven by the FRB's actions and
market competition. The yields generated by our loans and securities are
typically affected by short-term and long-term interest rates, which are driven
by market competition and market rates often impacted by the FRB's actions. The
level of net interest income is influenced by movements in such interest rates
and the pace at which such movements occur.

We anticipate that interest rates will continue to rise in 2023. Based on our
asset sensitivity, a steepened yield curve and higher interest rates generally
could have a beneficial impact on our net interest income. Conversely, a flat
yield curve at lower rates would be expected to have an adverse impact on our
net interest income.

Noninterest Income. Noninterest income is also a contributor to our net income.
Noninterest income consists primarily of our investment advisory income and
trust income generated by HVIA and our trust department. In addition,
noninterest income is also impacted by net gains (losses) on the sale of
investment securities, service charges on deposit accounts, earnings on bank
owned life insurance and other fee income consisting primarily of debit card fee
income, checkbook fees and rebates and safe deposit box rental income.

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Noninterest Expense. Noninterest expense includes salaries, employee benefits,
occupancy, furniture and equipment expense, professional fees, directors' fees
and expenses, computer software expense, Federal deposit insurance assessment,
advertising expenses, advisor expenses related to trust income and other
expenses. In evaluating our level of noninterest expense we closely monitor our
efficiency ratio. The efficiency ratio is calculated by dividing noninterest
expense to net interest income plus noninterest income. We continue to seek to
identify ways to streamline our business and operate more efficiently.

Credit Quality. We have well established loan policies and underwriting
practices that have resulted in very low levels of charge-offs and nonperforming
assets. We strive to originate quality loans that will maintain the credit
quality of our loan portfolio. However, credit trends in the markets in which we
operate are largely impacted by economic conditions beyond our control and can
adversely impact our financial condition.

Competition. The industry and businesses in which we operate are highly competitive. We may see increased competition in different areas including interest rates, underwriting standards and product offerings and structure. While we seek to maintain an appropriate return on our investments, we anticipate that we will experience continued pressure on our net interest margins as we operate in this competitive environment.

Economic Conditions. Our business and financial performance are affected by economic conditions generally in the United States and more directly in the market of the Lower Hudson Valley region, the New York metropolitan area and nearby markets in Connecticut and New Jersey where we primarily operate.

The significant economic factors that are most relevant to our business and our financial performance include, but are not limited to, real estate values, interest rates and unemployment rates.


Regulatory Trends. We operate in a highly regulated environment and nearly all
of our operations are subject to extensive regulation and supervision. Bank or
securities regulators, Congress, the State of New York and the NYSDFS may revise
the laws and regulations applicable to us, may impose new laws and regulations,
increase the level of scrutiny of our business in the supervisory process, and
pursue additional enforcement actions against financial institutions. Future
legislative and regulatory changes such as these may increase our costs and have
an adverse effect on our business, financial condition and results of
operations. The legislative and regulatory trends that will affect us in the
future are impossible to predict with any certainty.

Critical Accounting Estimates



A summary of our accounting policies is described in Note 1 to the consolidated
financial statements included in this Annual Report on Form 10-K. Critical
accounting estimates are necessary in the application of certain accounting
policies and procedures and are particularly susceptible to significant change.
Critical accounting estimates are defined as those involving significant
judgments and assumptions by management that could have a material impact on the
carrying value of certain assets or on income under different assumptions or
conditions. These critical estimates and their application are periodically
reviewed with the Audit Committee and the board of directors.

Management believes that the most critical accounting estimate, which involves the most complex or subjective decisions or assessments, is as follows:

Allowance for Loan Losses. Management believes that the determination of the allowance for loan losses involves a high degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact Orange County Bancorp's results of operations.


The provision for loan losses is based upon management's evaluation of the
adequacy of the allowance, including an assessment of known and inherent risks
in the portfolio, giving consideration to the size and composition of the loan
portfolio, actual loan loss experience, level of delinquencies, detailed
analysis of individual loans for which full collectability may not be assured,
the existence and estimated fair value of any underlying collateral and
guarantees securing the loans, and current economic and market conditions.

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Although management uses the best information available, the level of the
allowance for loan losses remains an estimate, which is subject to significant
judgment and change. Various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan losses.
Such agencies may require the Bank to record additional provisions for loan
losses based upon information available to them at the time of their
examination. Furthermore, the majority of the Bank's loans are secured by real
estate in the State of New York. Accordingly, the collectability of a
substantial portion of the carrying value of the Bank's loan portfolio is
susceptible to changes in local market conditions and may experience adverse
economic conditions. Future adjustments to the provision for loan losses and
allowance for loan losses may be necessary due to economic, operating,
regulatory and other conditions beyond the Bank's control.

Discussion and Analysis of Financial Condition

Summary Financial Condition. The following table sets forth a summary of the material categories of our balance sheet at the dates indicated:



                                                                                                       Change
                                                                                                  December 31, 2022
                                                                                                         vs.
                                             As of December 31,     As of December 31,            December 31, 2021
                                                    2022                   2021            Amount ($)    Percentage (%)

                                                                        (Dollars in thousands)
Assets                                                 2,287,334              2,142,583       144,751               6.8 %
Cash and due from banks                                   86,081                306,179     (220,098)            (71.9) %
Loans, net                                             1,547,598              1,273,767       273,831              21.5 %
Investment securities, available for sale                533,461           

    464,797        68,664              14.8 %
Deposits                                               1,974,387              1,914,384        60,003               3.1 %
FHLB advances, short term                                131,500                      -       131,500             100.0 %
Note payable                                                   -                  3,000       (3,000)           (100.0) %

Subordinated notes, net of issuance costs                 19,447           

     19,376            71               0.4 %
Stockholders' Equity                                     138,138                182,836      (44,698)            (24.4) %


Assets. Our total assets were $2.3 billion at December 31, 2022, an increase of
$144.8 million from $2.1 billion at December 31, 2021. The increase was
primarily due to increased net loan growth of approximately $273.8 million, or
21.5%, and supported by $60.0 million, or 3.1%, in deposit growth. There was
also an increase in FHLB short term borrowings of $131.5 million during 2022 as
compared to no borrowings in 2021. During the 2022 fiscal year, investment
securities increased by $68.7 million, or 14.8%, in order to increase earnings
during a period of rising interest rates. These increases reflected the strong
growth of our loans particularly commercial real estate and continued deposit
growth.

Cash and due from banks. Cash and due from banks decreased $220.1 million, or
71.9%, to $86.1 million at December 31, 2022 from $306.2 million at December 31,
2021. The decrease resulted primarily from our loan growth, coupled with
increased investment activities, which outpaced deposit growth during the year.

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  Table of Contents

Loans. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.



                                          At December 31,             At December 31,
                                                2022                        2021
                                         Amount       Percent        Amount       Percent

                                                      (Dollars in thousands)
Commercial and industrial              $   257,184      16.39 %    $   230,394      17.84 %
Commercial real estate                   1,098,054      69.97 %        852,707      66.03 %
Commercial real estate construction        109,570       6.98 %         72,250       5.59 %
Residential real estate                     74,277       4.73 %         65,248       5.05 %
Home equity                                 12,329       0.79 %         13,638       1.06 %
Consumer                                    16,299       1.04 %         19,077       1.48 %
PPP loans                                    1,717       0.11 %         38,114       2.95 %
Total loans                              1,569,430     100.00 %      1,291,428     100.00 %
Allowance for loan losses                   21,832                      17,661
Total loans, net                       $ 1,547,598                 $ 1,273,767


Net loans increased $273.8 million, or 21.5%, to $1.6 billion at December 31,
2022 from $1.3 billion at December 31, 2021 primarily due to increases in
commercial real estate loans and commercial real estate construction loans.
Commercial real estate loans increased $245.3 million, or 28.8%, to $1.10
billion at December 31, 2022 from $852.7 million at December 31, 2021 primarily
as a result of continued loan demand by our commercial real estate customers and
developers, along with our strategy to expand commercial real estate lending in
our market area. Commercial real estate construction loans increased $37.3
million, or 51.7%, to $109.6 million at December 31, 2022 from $72.3 million at
December 31, 2021 reflecting the strength of development within our primary
market areas as well as the timing of funding certain projects. PPP loans
decreased $36.4 million, or 95.5%, to $1.7 million at December 31, 2022 from
$38.1 million at December 31, 2021 due to loan forgiveness by the SBA throughout
2022.

Loan Portfolio Maturities. The following table sets forth the contractual
maturities of our total loan portfolio at December 31, 2022. Demand loans, loans
having no stated repayment schedule or maturity, and overdraft loans are
reported as being due in one year or less. The table presents contractual
maturities and does not reflect repricing or the effect of prepayments.
Maturities are based on the final contractual payment date and do not reflect
the impact of prepayments and scheduled principal amortization.

                              Commercial                      Commercial
                                 and          Commercial      Real Estate   

Residential

Time to Reprice/Mature Industrial Real Estate Construction

Real Estate Home Equity Consumer Total



                                                                        (Dollar in thousands)
One year or less             $     59,392    $     38,299    $      79,091    $       5,748    $         109    $      209    $   182,848
More than one year to
five years                        118,696         253,647           30,479            5,218               61        12,746        420,847
More than five years to
fifteen years                      77,503         736,286                -            8,897              690         3,292        826,668
After fifteen years                 3,310          69,822                - 

         54,414           11,469            52        139,067
Total                        $    258,901    $  1,098,054    $     109,570    $      74,277    $      12,329    $   16,299    $ 1,569,430


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The following table sets forth the principal balance of fixed and
adjustable-rate loans at December 31, 2022 that are contractually due after
December 31, 2023:

                                             Due After December 31, 2023
                                         Fixed       Adjustable        Total

                                                    (In thousands)
Commercial and industrial              $  93,681    $    105,827    $   199,508
Commercial real estate                   481,095         578,660      1,059,755
Commercial real estate construction        5,121          25,358         30,479
Residential real estate                   54,549          13,980         68,529
Home equity                                  319          11,901         12,220
Consumer                                  11,926           4,165         16,091
Total loans                            $ 646,691    $    739,891    $ 1,386,582

At December 31, 2022, $402.1 million, or 46.8% of our adjustable interest rate loans were at their interest rate floor.

Delinquent Loans. The following table sets forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated.



                                                              At December 31,
                                               2022                                      2021
                               30 - 59       60 - 89       90 Days       30 - 59       60 - 89       90 Days
                                 Days          Days        or More         Days          Days        or More
                               Past Due      Past Due      Past Due      Past Due      Past Due      Past Due

                                                             (In thousands)
Commercial and industrial     $    1,497    $    1,583    $    2,854    $      541    $    1,519    $      720
Commercial real estate               563             -           952             -         2,873         1,161
Commercial real estate
construction                           -             -             -             -             -             -
Residential real estate                2             -         1,188            26             -           578
Home equity                            -             -             -             -            58            50
Consumer                             584           634           476         1,134           292           212
Total                         $    2,646    $    2,217    $    5,470    $    1,701    $    4,742    $    2,721


The following table sets forth our loan delinquencies, including non-accrual
loans, at the dates indicated as a percentage of loans for the corresponding
types.

                                                                  At December 31,
                                                     2022                                  2021
                                       30 - 59     60 - 89     90 Days       30 - 59     60 - 89     90 Days
                                         Days        Days      or More         Days        Days      or More
                                       Past Due    Past Due    Past Due      Past Due    Past Due    Past Due

Commercial and industrial                  0.58 %      0.62 %      1.11 %        0.23 %      0.66 %      0.31 %
Commercial real estate                     0.05 %         - %      0.09 %           -        0.34 %      0.14 %
Commercial real estate construction           -           -           -    

        -           -           -
Residential real estate                    0.00 %         -        1.60 %        0.04 %         -        0.89 %
Home equity                                   -           -           -             -        0.43 %      0.37 %
Consumer                                   3.58 %      3.89 %      2.92 %        5.94 %      1.53 %      1.11 %
Total                                      0.17 %      0.14 %      0.35 %        0.13 %      0.37 %      0.21 %


Non-performing Assets

Management determines that a loan is impaired or non-performing when it is
probable at least a portion of the loan will not be collected in accordance with
the original terms due to a deterioration in the financial condition of the
borrower or the value of the underlying collateral if the loan is collateral
dependent. When a loan is determined to be impaired, the measurement of the loan
in the allowance for loan losses is based on present value of expected future
cash flows, except that all collateral-dependent loans are measured for
impairment based on the fair value of the collateral. Non-accrual loans are
loans for which collectability is questionable and, therefore, interest on such
loans will no longer be recognized on an accrual basis. All loans that become
90 days or more delinquent are placed on non-accrual status unless the loan is
well secured and in the process of collection. When loans are placed on
non-accrual status, unpaid

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accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.


When we acquire real estate as a result of foreclosure, the real estate is
classified as real estate owned. The real estate owned is recorded at the lower
of carrying amount or fair value, less estimated costs to sell. Soon after
acquisition, we order a new appraisal to determine the current market value of
the property. Any excess of the recorded value of the loan satisfied over the
market value of the property is charged against the allowance for loan losses,
or, if the existing allowance is inadequate, charged to expense of the current
period. After acquisition, all costs incurred in maintaining the property are
expensed. Costs relating to the development and improvement of the property,
however, are capitalized to the extent of estimated fair value less estimated
costs to sell. A loan is classified as a troubled debt restructuring if, for
economic or legal reasons related to the borrower's financial difficulties, we
grant a concession to the borrower that we would not otherwise consider. This
usually includes a modification of loan terms, such as a reduction of the
interest rate to below market terms, capitalizing past due interest or extending
the maturity date and possibly a partial forgiveness of the principal amount
due. Interest income on restructured loans is accrued after the borrower
demonstrates the ability to pay under the restructured terms through a sustained
period of repayment performance, which is generally six consecutive months.

The following table sets forth information regarding our non-performing assets.
Non-accrual loans include non-accruing troubled debt restructurings of $6.1
million and $4.6 million as of December 31, 2022 and December 31, 2021,
respectively. No PPP loans were considered non-performing at December 31, 2022
or December 31, 2021.

                                                     At December 31,       At December 31,
                                                           2022                  2021

                                                              (Dollars in thousands)
Non-accrual loans:
Commercial and industrial                           $            1,003    $                -
Commercial real estate                                           3,882                 3,928

Commercial real estate construction                                  -     

               -
Residential real estate                                          1,188                   578
Home equity                                                         51                    50
Consumer                                                             -                     4
Total non-accrual loans                                          6,124                 4,560
Accruing loans 90 days or more past due:
Commercial and industrial                                        1,850                   720
Commercial real estate                                               -                   465
Commercial real estate construction                                  -     

               -
Residential real estate                                              -                     -
Home equity                                                          -                     -
Consumer                                                           477                   208

Total accruing loans 90 days or more past due                    2,327                 1,393
Total non-performing loans                                       8,451                 5,953
Other real estate owned                                              -                     -
Other non-performing assets                                          -                     -
Total non-performing assets                         $            8,451    $            5,953

Ratios:


Total non-performing loans to total loans                         0.54 %                0.46 %
Total non-performing loans to total assets                        0.37 %                0.28 %
Total non-performing assets to total assets                       0.37 %                0.28 %


Non-performing loans at December 31, 2022 totaled $8.5 million and consisted of
$3.9 million of commercial real estate loans, $2.9 million of commercial and
industrial loans and $1.2 million of residential real estate loans. We had no
other real estate owned at December 31, 2022.

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Non-performing assets increased $2.5 million, or 42.0%, to $8.5 million, or
0.37% of total assets, at December 31, 2022 from $6.0 million, or 0.28% of total
assets, at December 31, 2021. The increase in non- performing assets at December
31, 2022 compared to December 31, 2021 was primarily due to the increase in
commercial and industrial loans driven mainly by the one remaining nationally
syndicated relationship described above combined with the increase in
residential real estate.

From time to time, as part of our loss mitigation strategy, we may renegotiate
loan terms based on the economic and legal reasons related to the borrower's
financial difficulties. There were no new troubled debt restructurings during
the years ended December 31, 2022 or December 31, 2021. Troubled debt
restructurings may be considered to be non-performing and if so are placed on
non-accrual, except for those that have established a sufficient performance
history under the terms of the restructured loan.

At December 31, 2022, the Bank had $3.3 million of non-accruing troubled debt
restructured loans which are included in non-performing loans. This represented
0.21% of total loans at December 31, 2022 and represents a slight decrease when
compared with $3.6 million at December 31, 2021.

At December 31, 2022, there were eight loans with aggregate balances of $14.1
million were considered troubled debt restructurings, but were performing in
accordance with their restructured terms for the requisite period of time
(generally at least six consecutive months) to be returned to accrual status. At
December 31, 2021, eight loans with aggregate balances of $14.5 million were
considered troubled debt restructurings but were performing in accordance with
their restructured terms for the requisite period of time to be returned to
accrual status.

Classified Assets. Federal regulations provide that loans and other assets of
lesser quality should be classified as "substandard", "doubtful" or "loss"
assets. An asset is considered "substandard" if it is inadequately protected by
the current net worth and paying capacity of the obligor or of the collateral
pledged, if any. "Substandard" assets include those characterized by the
"distinct possibility" that we will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard," with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions, and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible"
and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted. We designate an asset
as "special mention" if the asset has a potential weakness that warrants
management's close attention.

The following table summarizes classified assets of all portfolio types at the
dates indicated:

                              At December 31,     At December 31,
                                    2022                2021

                                     (Dollars in thousands)
Classification of Assets:
Substandard                  $           18,433  $           29,593
Doubtful                                      -                   -
Loss                                          -                   -
Total Classified Assets      $           18,433  $           29,593
Special Mention              $            7,974  $            4,885


On the basis of management's review of our assets, we classified $18.4 million
of our assets at December 31, 2022 as substandard compared to $29.6 million at
December 31, 2021. We designated $8.0 million of our assets at December 31, 2022
as special mention compared to $4.9 million designated as special mention at
December 31, 2021.

Allowance for Loan Losses

Please see "- Critical Accounting Estimates - Allowance for Loan Losses" for additional discussion.



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The allowance for loan losses is maintained at levels considered adequate by
management to provide for probable incurred loan losses inherent in the loan
portfolio as of the consolidated balance sheet reporting dates. The allowance
for loan losses is based on management's assessment of various factors affecting
the loan portfolio, including portfolio composition, delinquent and non-accrual
loans, national and local business conditions and loss experience and an overall
evaluation of the quality of the underlying collateral. The amount and adequacy
of the allowance is based on management's evaluation of the collectability of
the loan portfolio. Specifically, management uses specific and general
components to determine the appropriate allowance level. The specific component
relates to loans individually evaluated for impairment. Allowances for impaired
loans are generally determined based on collateral values or the present value
of the estimated cash flows.

The allowance is increased through provisions charged against current earnings
and offset by recoveries of previously charged-off loans. Loans which are
determined to be uncollectible are charged against the allowance. Management
uses available information to recognize probable and reasonably estimable loan
losses, but future loss provisions may be necessary based on changing economic
conditions. As a result of the COVID-19 pandemic, during the year ended
December 31, 2020, we increased certain qualitative loan portfolio risk factors
relating to local and national economic conditions as well as industry
conditions and concentrations as a result of the effects of the COVID-19
pandemic. During 2021, certain qualitative factors associated with changing
risks related to local and national economic conditions as well as industry
concentrations were also affected. Recent improvement in economic conditions, as
well as the strong underlying performance of the loan portfolio, have prompted a
reversion to normalized, pre-COVID levels for these qualitative risk factors,
partially offset by continued increases in the allowance attributable to
concentrated growth in commercial real estate loans. The allowance for loan
losses is maintained at a level that represents management's best estimate of
incurred losses inherent in the loan portfolio. In addition, the FRB and the
NYSDFS, as an integral part of their examination process, periodically review
our allowance for loan losses and could require us to increase our allowance for
loan losses.

This analysis process is inherently subjective, as it requires us to make
estimates that are susceptible to revisions as more information becomes
available. Although we believe that we have established the allowance at a level
to absorb probable and estimable losses, additions may be necessary if economic
or other conditions in the future differ from the current environment.

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The following table sets forth activity in our allowance for loan losses for the
years indicated:

                                                           At or for the Year Ended
                                                                 December 31,
                                                             2022             2021

                                                              (Dollars in thousands)
Balance at beginning of year                             $     17,661     $     16,172
Charge-offs:
Commercial and industrial                                       4,962              942
Commercial real estate                                              -                -

Commercial real estate construction                                 -      

         -
Residential real estate                                            65               11
Home equity                                                         -                -
Consumer                                                          479              314
PPP loans                                                           -                -
Total charge-offs                                               5,506            1,267
Recoveries:
Commercial and industrial                                          66              220
Commercial real estate                                             52               75

Commercial real estate construction                                 -      

         -
Residential real estate                                             -                -
Home equity                                                         -                -
Consumer                                                           42               33
Total recoveries                                                  160              328
Net charge-offs (recoveries)                                    5,346              939
Provision for loan losses                                       9,517            2,428
Balance at end of period                                 $     21,832     $     17,661
Ratios:

Net charge-offs to average loans outstanding                     0.37 %    

0.08 % Allowance for loan losses to non-performing loans at end of year

                                                    258.34 %         296.67 %
Allowance for loan losses to total loans at end of
year                                                             1.39 %    

1.37 % Allowance for loan losses to total loans (excluding PPP Loans) at end of year

                                        1.39 %     

1.41 %

The following table presents the summary of net charge-offs (recovery) to average loans outstanding by loan type for the years presented:



                                                             Years ended December 31,
                                                             2022                   2021

Net charge-offs to average loans outstanding                  0.37%        

0.08%

Broken down by loan type as follows, excluding PPP: Commercial and Industrial

                                     0.34%         

0.06%


Commercial real estate                                        0.00%        

(0.01)%


Commercial real estate construction                           0.00%        

        0.00%
Residential real estate                                       0.00%                 0.00%
Home equity                                                   0.00%                 0.00%
Consumer                                                      0.03%                 0.02%


The allowance for loan losses increased by $4.2 million, or 23.6%, to $21.8
million, or 1.39% of total loans at December 31, 2022 from $17.7 million, or
1.37% of total loans (or 1.41% of total loans, excluding PPP loans), at December
31, 2021. The increase in the allowance for loan losses for 2022 was driven by
growth in our commercial real

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estate and commercial real estate construction loan segments, as well as the impact of two syndicated loans which were charged-off during 2022 due to COVID-19 pandemic related effects.

The following tables set forth the allowance for loan losses allocated by loan category at the dates indicated.



                                                                            At December 31,
                                                          2022                                            2021
                                                                      Percent of                                      Percent of
                                                     Percent of        Loans in                      Percent of        Loans in
                                                    Allowance to      Category to                   Allowance to      Category to
                                        Amount     Total Allowance    Total Loans       Amount     Total Allowance    Total Loans

                                                                          (Dollars in thousands)
Commercial and industrial(1)           $  5,510              25.24 %        16.50 %    $  4,901              27.75 %        20.79 %
Commercial real estate                   14,364              65.79 %        69.97 %      11,183              63.32 %        66.03 %
Commercial real estate construction       1,252               5.73 %       

 6.98 %         964               5.46 %         5.59 %
Residential real estate                     345               1.58 %         4.73 %         272               1.54 %         5.05 %
Home equity                                  63               0.29 %         0.79 %          80               0.45 %         1.06 %
Consumer                                    298               1.36 %         1.04 %         261               1.48 %         1.48 %

Total allowance for loan losses          21,832             100.00 %       100.00 %      17,661             100.00 %       100.00 %


PPP loans are included within this portfolio; however, no allowance for loan (1) losses have been recorded on these loans due to the SBA guarantee of 100% of


    the loans.


Investment Securities

The following table sets forth the estimated fair value of our available-for-sale securities portfolio as of the dates indicated.



                                                At December 31, 2022         At December 31, 2021
                                              Amortized      Estimated     Amortized      Estimated
                                                Cost        Fair Value       Cost        Fair Value

                                                             (Dollars in thousands)
Available for sale securities:
U.S. government agencies and treasuries      $   104,734    $    93,750   $

   80,596    $    79,706
Mortgage-backed securities                       364,690        316,915       272,931        270,432
Corporate securities                              28,559         25,658        20,081         20,211
Obligations of states and political
subdivisions                                     111,971         97,138        92,545         94,448
Total                                        $   609,954    $   533,461   $   466,153    $   464,797
Available for sale securities increased $68.7 million, or 14.8%, to $533.5
million at December 31, 2022 from $464.8 million at December 31, 2021, as
mortgage-backed securities increased $46.5 million, municipal securities
increased $2.7 million, U.S. Government agency securities increased $14.0
million, and corporate securities increased $5.4 million. This overall increase
was primarily the result of strategic deployment of cash into investments during
a period of rising interest rates into mortgage-backed securities, government
agencies, corporate securities, and municipal securities.

We did not have held-to-maturity investments at December 31, 2022 or December 31, 2021.



We review the investment portfolio on a quarterly basis to determine the cause,
magnitude and duration of declines in the fair value of each security. In
estimating other-than-temporary impairment (OTTI), we consider many factors
including: (1) the length of time and extent that fair value has been less than
cost, (2) the financial condition and near term prospects of the issuer, (3)
whether the market decline was affected by macroeconomic conditions, and (4)
whether we have the intent to sell the security or more likely than not will be
required to sell the security before its anticipated recovery. If either of the
criteria regarding intent or requirement to sell is met, the entire difference
between amortized cost and fair value is recognized as impairment through
earnings. For debt securities that do not meet the aforementioned criteria, the
amount of impairment is split into two components as follows: (1) OTTI related
to credit loss, which must be recognized in the income statement and (2) OTTI
related to other factors, which is recognized in other comprehensive

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income. The credit loss is defined as the difference between the present value
of the cash flows expected to be collected and the amortized cost basis. The
assessment of whether any other than temporary decline exists may involve a high
degree of subjectivity and judgment and is based on the information available to
management at a point in time. We evaluate securities for OTTI at least on a
quarterly basis, and more frequently when economic or market conditions warrant
such an evaluation.

No impairment charges were recorded for the years ended December 31, 2022, and 2021.



Deposits

The following table sets forth our total deposit account balances, by account type, at the dates indicated:



                                             At December 31, 2022                   At December 31, 2021
                                                                 Average                                Average
                                         Amount       Percent     Rate          Amount       Percent     Rate

                                                                 (Dollars in thousands)
Noninterest-bearing demand deposits    $   723,228      36.63 %        -      $   701,645      36.65 %        -
Interest bearing demand deposits           284,747      14.42 %     0.31 % 

      301,596      15.75 %     0.11 %
Money market deposits                      615,149      31.16 %     0.97 %        615,111      32.13 %     0.26 %
Savings deposits                           258,230      13.08 %     0.72 %        213,592      11.16 %     0.14 %
Certificates of deposit                     93,033       4.71 %     1.74 %         82,440       4.31 %     0.46 %
Total                                  $ 1,974,387     100.00 %     0.52 %    $ 1,914,384     100.00 %     0.14 %


Total deposits increased $60.0 million, or 3.1%, to $2.0 billion at December 31,
2022 from $1.9 billion at December 31, 2021. We experienced increases in all
deposit categories except interest bearing demand deposits, as
noninterest-bearing demand deposits increased $21.6 million, savings deposits
grew $44.6 million, and certificates of deposit increased $10.6 million.
Interest bearing demand deposits decreased $16.9 million due to certain
seasonality of municipal deposit relationships, as well as the impact of the
overall interest rate environment. The increase in overall deposits was
primarily driven by strategic focus to increase commercial deposit relationships
through our suite of cash management products and continued attention to low
cost deposits. Our strategy remains centered on increasing business demand
deposit accounts through our customer centric business development approach.
Certificates of deposit increased $10.6 million, or 12.8% to $93.0 million at
December 31, 2022 from $82.4 million at December 31, 2021, primarily by
increased broker deposits to support loan growth. We held approximately $33.0
million in brokered deposits (excluding reciprocal deposits obtained through the
Certificate Deposit Account Registry Service (CDARS) and Insured Cash Sweep
(ICS) networks) at December 31, 2022 and no brokered deposits at December 31,
2021. Our reciprocal deposits obtained through the CDARS and ICS networks
totaled $12.5 million and $40.9 million, respectively, at December 31, 2022. At
December 31, 2022, our core deposits (which includes all deposits except for
certificates of deposit) totaled $1.9 billion, or 95.3% of our total deposits.

As of December 31, 2022 and December 31, 2021, the aggregate amount of uninsured
deposits (deposits in amounts greater than or equal to $250,000, which is the
maximum amount for federal deposit insurance) was $1.2 billion and $1.1 billion,
respectively. In addition, as of December 31, 2022, the aggregate amount of all
our uninsured certificates of deposit was $17.0 million. The following table
sets forth the maturity of these uninsured certificates of deposit as of
December 31, 2022.

                                          At December 31, 2022
                                             (In thousands)
Maturing period:
Three months or less                     $                2,099
Over three months through six months                      4,349
Over six months through twelve months                     4,267
Over twelve months                                        6,300
Total                                    $               17,015


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Borrowings

Our borrowings consist of both short-term and long-term borrowings and provide
us with one of our sources of funding. Maintaining available borrowing capacity
provides us with a contingent source of liquidity.

Total borrowings from the Federal Home Loan Bank of New York were $131.5 million
at December 31, 2022 and no borrowings outstanding at December 31, 2021. We have
the capacity to borrow up to $441.5 million from the Federal Home Loan Bank of
New York at December 31, 2022.

In September 2020, we issued $20.0 million in aggregate principal amount of
fixed to floating subordinated notes (the "2020 Notes") to certain institutional
investors. The 2020 Notes are non-callable for five years, have a stated
maturity of September 30, 2030, and bear interest at a fixed rate of 4.25% per
year until September 30, 2025. From September 30, 2025 to the maturity date or
early redemption date, the interest rate will reset quarterly to a level equal
to the then current three-month SOFR plus 413 basis points, payable quarterly in
arrears.

In November 2012, we issued an unsecured note payable to a selling shareholder
of HVIA in connection with our acquisition of HVIA. In November 2019, we
refinanced the note payable with a remaining balance of $3.0 million into an
interest-only term loan. During November 2022, we paid off the note payable to
the former shareholder of HVIA. The interest was payable monthly in arrears at a
fixed rate of 5.6% per year and matured with a scheduled balloon payment.

Stockholders' Equity



Total stockholders' equity decreased $44.7 million, or 24.4%, to $138.1 million
at December 31, 2022, from $182.8 million at December 31, 2021. The decrease was
primarily the result of a $64.8 million increase in accumulated other
comprehensive loss due to a decrease in the fair market value of our securities
available-for-sale during 2022 and dividend payments of approximately $4.7
million, partially offset by the recognition of $24.4 million in net income
during the year.

Average Balance Sheet and Related Yields and Rates



The following table presents average balance sheet information, interest income,
interest expense and the corresponding average yields earned and rates paid for
the years ended December 31, 2022 and 2021. No tax equivalent yield adjustments
have been made as the effects would be immaterial. The average balances are
daily averages and, for loans, include both performing and nonperforming
balances. Interest income on loans includes the effects of discount

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accretion and net deferred loan origination costs accounted for as yield adjustments. Deferred loan fees totaled $5.2 million and $4.8 million for the years ended December 31, 2022 and 2021, respectively.



                                                            For the Year 

Ended December 31,


                                                    2022                                       2021
                                     Average                                    Average
                                   Outstanding                   Average      Outstanding                   Average
                                      Balance      Interest     Yield/Rate       Balance      Interest     Yield/Rate

                                                                 (Dollars in thousands)
Interest-earning assets:
Loans (excluding PPP loans)        $  1,426,478    $  68,405          4.80 %  $  1,162,536    $  52,418          4.51 %
PPP loans                                 9,280          922          9.94 %        87,438        5,106          5.84 %
Investment securities available
for sale                                522,902       11,969          2.29 %       382,391        6,444          1.69 %
Cash and due from banks and
other                                   257,218        2,739          1.06 %       282,804          372          0.13 %
Restricted stock                          3,643          188          5.16 %         1,978           89          4.50 %
Total interest-earning assets         2,219,521       84,223          3.79 %     1,917,147       64,429          3.36 %
Noninterest-earning assets               91,830                                     84,465
Total assets                       $  2,311,351                               $  2,001,612
Interest-bearing liabilities:
Interest-bearing demand
deposits                           $    345,550          524          0.15 %  $    286,112          333          0.12 %
Money market deposits                   689,610        2,931          0.43 %       613,865        1,805          0.29 %
Savings deposits                        227,938          658          0.29 %       178,551          231          0.13 %
Certificates of deposit                  75,354          346          0.46 %        86,516          511          0.59 %

Total interest-bearing deposits       1,338,452        4,459          0.33

%     1,165,044        2,881          0.25 %
FHLB Advances and other
borrowings                               12,791          599          4.68 %             -            -             - %
Note payable                              2,605          154          5.91 %         3,000          168          5.60 %
Subordinated notes                       19,410          923          4.76 %        19,517          919          4.71 %
Total interest-bearing
liabilities                           1,373,258        6,135          0.45 %     1,187,561        3,968          0.33 %
Noninterest-bearing demand
deposits                                761,393                                    639,791
Other noninterest-bearing
liabilities                              20,744                                     18,829
Total liabilities                     2,155,395                                  1,846,181
Total stockholders' equity              155,956                                    155,431
Total liabilities and
stockholders' equity               $  2,311,351                               $  2,001,612
Net interest income                                $  78,088                                  $  60,461
Net interest rate spread(1)                                           3.34 %                                     3.03 %

Net interest-earning assets(2)     $    846,263                               $    729,586
Net interest margin(3)                                                3.52 %                                     3.15 %
Average interest-earning assets
to interest-bearing liabilities                                      161.6 %                                    161.4 %


Net interest rate spread represents the difference between the weighted (1) average yield on interest-earning assets and the weighted average rate of

interest-bearing liabilities.

(2) Net interest-earning assets represent total interest-earning assets less

total interest-bearing liabilities.

(3) Net interest margin represents net interest income divided by average total


    interest-earning assets.




Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and
interest expense for major components of interest earning assets and
interest-bearing liabilities for the years indicated. The table distinguishes
between: (1) changes attributable to volume (changes in volume multiplied by the
prior year's rate); (2) changes attributable to rate (change in rate multiplied
by the prior year's volume) and (3) total increase (decrease) (the sum of the

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previous columns). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.



                                                                  Year Ended December 31,
                                                                        2022 vs. 2021
                                                                                              Total
                                                        Increase  (Decrease) Due to          Increase
                                                          Volume              Rate           (Decrease)

                                                                   (Dollars in thousands)
Interest-earning assets:
Loans (excluding PPP loans)                          $        12,773      $       3,214    $      15,987
PPP loans                                                    (7,772)              3,588          (4,184)
Investment securities available for sale                       3,216       

      2,308            5,524
Cash and due from banks                                        (272)              2,639            2,367
Other                                                             87                 13              100
Total interest-earning assets                                  8,032             11,762           19,794
Interest-bearing liabilities:

Interest-bearing demand deposits                                  90       

        101              191
Money market deposits                                            384                742            1,126
Savings deposits                                                 143                284              427
Certificates of deposit                                         (43)              (122)            (165)

Total interest-bearing deposits                                  574       

      1,005            1,579
Federal Home Loan Bank
advances                                                         599                  -              599
Note payable                                                    (23)                  9             (14)
Subordinated notes                                               (4)                  7                3

Total interest-bearing liabilities                             1,146              1,021            2,167
Change in net interest income                        $         6,886      $

10,741 $ 17,627

Results of Operations for the Years Ended December 31, 2022 and 2021



Summary Income Statements. The following table sets forth the income summary for
the year indicated:

                                            Year Ended December 31,
                                                                 Change
                                2022        2021       Amount ($)     Percentage %
Interest income               $ 84,223    $ 64,429    $     19,794            30.7 %
Interest expense                 6,135       3,968           2,167            54.6 %
Net interest income             78,088      60,461          17,627            29.2 %
Provision for loan losses        9,517       2,428           7,089           292.0 %
Noninterest income              11,996      12,102           (106)           (0.9) %
Noninterest expense             50,290      43,458           6,832            15.7 %
Provision for income taxes       5,914       5,390             524             9.7 %
Net income                      24,363      21,287           3,076            14.5 %


General. Net income increased $3.1 million, or 14.5%, to $24.4 million for the
year ended December 31, 2022 from $21.3 million for the year ended December 31,
2021. The increase was mainly driven by an $17.6 million increase in net
interest income, partially offset by an increase in the provision for loan
losses of $7.1 million and an increase in noninterest expense of $6.8 million.

Interest Income. Interest income increased $19.8 million, or 30.7%, to $84.2
million for the year ended December 31, 2022 from $64.4 million for the year
ended December 31, 2021. This increase was the result of an increase in our
average interest-earning assets which increased by $302.4 million, or 15.8%, to
$2.2 billion for the year ended December 31, 2022 compared to $1.9 billion for
the year ended December 31, 2021. Supporting the increase in interest income

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was an increase in the average yield on interest earning assets of 43 basis points to 3.79% during the year ended December 31, 2022 from 3.36% for the year ended December 31, 2021.



Interest income on loans increased by $16.0 million, or 30.5%, to $68.4 million
during the year ended December 31, 2022 from $52.4 million during the year ended
December 31, 2021. The increase in interest income on loans was primarily due to
the increase in the average balance of loans (excluding PPP loans), combined
with the effect of an increase in the average yield on loans. The average
balance of loans (excluding PPP loans) increased by $263.9 million, or 22.7%, to
$1.4 billion for the year ended December 31, 2022 compared to $1.2 billion for
the year ended December 31, 2021. The average yield on loans increased by 29
basis points from 4.51% for the year ended December 31, 2021 to 4.80% for the
year ended December 31, 2022. The increase in the average balance of loans was
primarily due to our continued success in growing our commercial real estate,
construction, and commercial and industrial loans, whereas the average yield on
loans increased due to rising interest rates within the market for new loan
originations as a result of the overall interest rate environment.

Interest income on securities increased by $5.5 million, or 85.7%, to $12.0
million during the year ended December 31, 2022 from $6.4 million during the
year ended December 31, 2021. The increase in interest income on securities was
due to an increase in the average balance of securities, which was also
supported by an increase in the average yield on securities. The average balance
of securities increased by $140.5 million, or 36.8%, to $522.9 million for the
year ended December 31, 2022 compared to $382.4 million for the year ended
December 31, 2021. The increase in the average balance of securities was due to
purchases of various securities during a period of rising interest rates. The
average yield on securities increased by 60 basis points from 1.69% for the year
ended December 31, 2021 to 2.29% for the year ended December 31, 2022. The
increase in the average yield on securities resulted from higher-yielding
securities purchased during a period of increasing market interest rates.

Interest income on cash and due from banks and other increased $2.4 million, or
636.3%, to $2.7 million for the year ended December 31, 2022 from $372,000 for
the year ended December 31, 2021. The increase in interest income from cash and
due from banks and other was mainly attributable to an increase in the average
yield earned on cash and due from banks. The average yield increased 93 basis
points to 1.06% in 2022 from 0.13% in 2021 as a result of increases in
short-term market interest rates during 2022. Average balances for cash and due
from banks decreased to $257.2 million for the year ended December 31, 2022 from
$282.8 million for the year ended December 31, 2021, representing a decrease of
$25.6 million, or 9.0%.

Interest Expense. Interest expense increased $2.2 million, or 54.6%, to $6.1
million for the year ended December 31, 2022 from $4.0 million for the year
ended December 31, 2021. The increase in interest expense was a result of the
increase in rates on interest-bearing liabilities, primarily deposits, coupled
with an increase in the average balance of interest-bearing liabilities. The
average rate paid on interest-bearing liabilities increased 12 basis points to
0.45% during the year ended December 31, 2022 from 0.33% for the year ended
December 31, 2021. The average balance of interest-bearing liabilities increased
by $185.7 million, or 15.6%, to $1.4 billion for the year ended December 31,
2022 compared to $1.2 billion for the year ended December 31, 2021.

Interest expense on interest-bearing deposits increased by $1.6 million, or
54.8%, to $4.5 million during the year ended December 31, 2022 from $2.9 million
during the year ended December 31, 2021. The increase in interest expense on
interest-bearing deposits was due to an increase in the average cost of deposits
combined with an increase in the average balance of interest-bearing deposits.
The average cost of interest-bearing deposits increased eight basis points to
0.33% during the year ended December 31, 2022. The average balance of
interest-bearing deposits increased by $173.4 million, or 14.9%, to $1.3 billion
for the year ended December 31, 2022 compared to the year ended December 31,
2021. The average cost of interest-bearing deposits increased due to the rising
interest rate environment as we experienced rate pressure on savings, money
market, and demand deposit accounts, while the increase in the average balance
of interest-bearing deposits continues to reflect our strategy to increase
commercial deposit accounts of our customers.

Interest expense on Federal Home Loan Bank borrowings increased to $599 thousand
for the year ended December 31, 2022 as compared to $0 for the year ended
December 31, 2021. The increase in interest expense on borrowed funds was
primarily due to increased Federal Home Loan Bank advances to support loan
growth from $0 at December 31, 2021 compared to $131.5 million outstanding at
December 31, 2022. We also incurred an additional $923,000 in

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interest expense for the year ended December 31, 2022 as compared to $919,000
for the year ended December 31, 2021 due to the issuance in September 2020 of
$20.0 million in outstanding subordinated notes which carries an interest rate
of 4.25%.

Net Interest Income. Net interest income increased $17.6 million, or 29.2%, to
$78.1 million for the year ended December 31, 2022 from $60.5 million for the
year ended December 31, 2021 due to an increase in net interest-earning assets,
coupled with increases in the net interest rate spread and net interest margin.
Net interest-earning assets increased by $116.7 million to $846.3 million for
the year ended December 31, 2022 from $729.6 million for the year ended December
31, 2021. Net interest rate spread increased by 31 basis points to 3.34% for the
year ended December 31, 2022 from 3.03% for the year ended December 31, 2021,
reflecting a 44 basis points increase in the average yield on interest-earnings
assets, partially offset by a 12 basis points increase in the average rate paid
on interest-bearing liabilities. The net interest margin increased 37 basis
points to 3.52% for the year ended December 31, 2022 from 3.15% for the year
ended December 31, 2021 due to the increase in interest rates as a result of
Federal Reserve policy and the rising interest rate environment.

Provision for Loan Losses. Our provision for loan losses was $9.5 million for
the year ended December 31, 2022 compared to $2.4 million for the year ended
December 31, 2021. The increase in the provision for loan losses primarily
reflects the continued growth of the loan portfolio as well as the impact of
charge-offs during 2022 representing two syndicated loan relationships affected
by pandemic related effects. The allowance for loan losses was $21.8 million, or
1.39%, of loans outstanding at December 31, 2022 compared to $17.7 million, or
1.37%, of loans outstanding at December 31, 2021.

Noninterest Income. Noninterest income information is as follows:



                                          Year Ended December 31,               Change
                                            2022             2021         Amount      Percent

                                                       (Dollars in thousands)

Service charges on deposit accounts $ 693 $ 638 $


    55        8.6 %
Trust income                                   4,764            4,788         (24)      (0.5) %
Investment advisory income                     4,537            4,853        (316)      (6.5) %

Investment securities gains (losses)               -                -      

     -          - %
Earnings on BOLI                                 950              793          157       19.8 %
Other                                          1,052            1,030           22        2.1 %
Total noninterest income                $     11,996     $     12,102    $   (106)      (0.9) %


Noninterest income decreased by $106 thousand, or 0.9%, to $12.0 million for the
year ended December 31, 2022 from $12.1 million for the year ended December 31,
2021. The decrease in noninterest income in the year ended December 31, 2022 was
primarily due to decreases in income from investments held in trust, and
investment advisory income, partially offset by increases in service charges on
deposit accounts and BOLI income. Trust income and investment advisory income
decreased $24 thousand and $316 thousand, respectively, primarily the result of
a challenging market and economic conditions. Service charges on deposit
accounts increased $55,000 directly related to customer activity. We had no
investment securities gains in 2022.

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Noninterest Expense. Noninterest expense information is as follows:



                                              Year Ended December 31,               Change
                                                2022             2021         Amount      Percent

                                                           (Dollars in thousands)
Salaries                                    $     22,461     $     19,710    $   2,751       14.0 %
Employee benefits                                  5,579            3,257        2,322       71.3 %
Occupancy expense                                  4,467            4,058          409       10.1 %
Professional fees                                  4,066            3,649          417       11.4 %
Directors' fees and expenses                       1,157            1,041          116       11.1 %
Computer software expense                          4,803            5,168        (365)      (7.1) %
FDIC assessment                                    1,411            1,198          213       17.8 %
Advertising expenses                               1,601            1,220          381       31.2 %

Advisor expenses related to trust income             215              533  

     (318)     (59.7) %
Telephone expenses                                   679              556          123       22.1 %
Intangible amortization                              286              285            1        0.4
Other                                              3,565            2,783          782       28.1 %
Total noninterest expense                   $     50,290     $     43,458    $   6,832       15.7 %


Noninterest expense increased $6.8 million, or 15.7%, to $50.3 million during
the year ended December 31, 2022 from $43.5 million during the year ended
December 31, 2021. The increase in noninterest expense for the year ended
December 31, 2022 as compared to the prior year was mainly due to a $2.8 million
increase in salaries, a $2.3 million increase in employee benefits, a $417
thousand increase in professional fees, a $409,000 increase in occupancy expense
and a $381,000 increase in advertising expenses.

For the year ended December 31, 2022 compared to the year ended December 31, 2021:

Salaries increased primarily as a result of hiring additional employees in

? support of the growth, along with increased salaries in the normal course of

business and increased competition.

Employee benefits increased mainly due to escalating insurance costs as well as

? the full effect of staff additions in the prior year associated with expansion

of the Bank branch network

Professional fees continued to increase primarily due to continuing information

technology support costs relating to our core processing conversion that

? occurred in November 2021, costs associated with a third-party manager of our

investment portfolio and audit and accounting expenses due to enhancing audit

procedures for audited financial statements associated with the Company's

public reporting status.

? Occupancy expense increased as a result of the full year effect of branch

offices opened during 2021.

Advertising and other noninterest expense increased mainly as a result of

? increased operating costs associated with our growth and development of brand

awareness.




Income Tax Expense. We recorded an income tax expense of $5.9 million for the
year ended December 31, 2022, reflecting an effective tax rate of 19.5%. For the
year ended December 31, 2021, we recorded an income tax expense of $5.4 million,
reflecting an effective tax rate of 20.2%. The increased tax expense was
reflective of the growth of pre-tax net income.

Financial Position and Results of Operations of our Wealth Management Business Segment



We conduct our business through two business segments: (1) our banking business
segment, which involves the delivery of loan and deposit products to our
customers through Orange Bank & Trust Company that provides revenues in our
banking business segment; and (2) our wealth management business segment, which
includes asset management and trust services to individuals and institutions
through HVIA and Orange Bank & Trust Company that provides trust and

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investment management fee income in our wealth management business segment. For further information, see Note 20 of the Notes to the Audited Consolidated Financial.

The following tables presents the statements of income and total assets for our reportable business segments at or for the years indicated:



                                                   At or for the Year Ended December 31,
                                             2022                                         2021
                                            Wealth          Total                        Wealth          Total
                             Banking      Management      Segments        Banking      Management      Segments

                                                           (Dollars in thousands)
Net Interest Income        $    78,088    $         -    $    78,088    $    60,461    $         -    $    60,461
Noninterest income               2,695          9,301         11,996          2,461          9,641         12,102
Provision for loans
loss                           (9,517)              -        (9,517)        (2,428)              -        (2,428)

Noninterest expenses (42,898) (7,392) (50,290) (36,736) (6,722) (43,458) Income tax expense

             (5,513)          (401)        (5,914)        (4,777)          (613)        (5,390)
Net income                 $    22,855    $     1,508    $    24,363    $    18,981    $     2,306    $    21,287
Assets under management
and/or administration
(AUM) (market value)       $         -    $ 1,272,498    $ 1,272,498    $         -    $ 1,325,894    $ 1,325,894
Total assets               $ 2,279,469    $     7,865    $ 2,287,334    $ 

2,133,440 $ 9,143 $ 2,142,583


Comparison at or for the years ended December 31, 2022 and 2021. The market
value of assets under management and/or administration at December 31, 2022 and
2021 was approximately $1.3 billion, respectively, at each date. This includes
assets held at both Orange Bank & Trust Company and HVIA at December 31, 2022
and 2021, respectively. This slight decrease was due to successful acquisition
of new assets under management combined with a decrease in the market value of
assets under management.

Our income related to our wealth management business segment, which we record as
noninterest income, decreased $340 thousand, or 3.5%, to $9.3 million for the
year ended December 31, 2022 compared to $9.6 million for the year ended
December 31, 2021. The decrease was mainly due to the economic conditions within
the marketplace and the impact of equity markets and the interest rate
environment.

Our expenses related to our wealth management business segment, which we record
as noninterest expense, increased $670 thousand, or 10.0%, to $7.4 million for
the year ended December 31, 2022 compared to $6.7 million for the year ended
December 31, 2021. The increase was due to the continued growth in our
operations and compensation.

Liquidity and Capital Resources



Liquidity. Liquidity is the ability to meet current and future financial
obligations of a short-term nature. Our primary sources of funds consist of
deposit inflows, loan repayments and maturities and sales of securities. While
maturities and scheduled amortization of loans and securities are predictable
sources of funds, deposit flows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions and competition.

We regularly review the need to adjust our investments in liquid assets based
upon our assessment of: (1) expected loan demand, (2) expected deposit flows,
(3) yields available on interest earning deposits and securities, and (4) the
objectives of our asset/liability management program. Excess liquid assets are
invested generally in interest earning deposits and short- and intermediate-term
securities.

Our most liquid assets are cash and due from banks. The levels of these assets
are dependent on our operating, financing, lending and investing activities
during any given period. At December 31, 2022 and December 31, 2021, cash and
due from banks totaled $86.1 million and $306.2 million, respectively.
Securities classified as available-for-sale, which provide additional sources of
liquidity, totaled $533.5 million at December 31, 2022 and $464.8 million at
December 31, 2021.

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Certificates of deposit due within one year of December 31, 2022 totaled $80.7
million, or 86.8% of total certificates of deposit. At December 31, 2022, total
certificates of deposit were $93.0 million or 4.7% of total deposits.

We participate in IntraFi Network, allowing us to provide access to
multi-million-dollar FDIC deposit insurance protection on deposits for
customers, businesses and public entities. We can elect to sell or repurchase
this funding as reciprocal deposits from other IntraFi Network banks depending
on our funding needs. At December 31, 2022, we had a total of $48.5 million of
IntraFi Network deposits, all of which were repurchased as reciprocal deposits
from the IntraFi Network.

Although customer deposits remain our preferred source of funds, maintaining
back up sources of liquidity is part of our prudent liquidity risk management
practices. We have the ability to borrow from the Federal Home Loan Bank of New
York. At December 31, 2022, we had $131.5 million in advances and the ability to
borrow up to $441.5 million. At December 31, 2022, we had a $2.9 million
collateralized line of credit from the Federal Reserve Bank of New York with no
outstanding balance. Additionally, we had a total of $25.0 million of
discretionary lines of credit at December 31, 2022. We also have a borrowing
agreement with Atlantic Community Bankers Bank ("ACBB") to provide short-term
borrowings of $2.5 million at December 31, 2022. There were no outstanding
borrowings with ACBB at December 31, 2022.

Our cash flows are comprised of three primary classifications: cash flows from
operating activities, investing activities, and financing activities. Net cash
provided by operating activities was $30.6 million and $20.3 million for the
year ended December 31, 2022 and the year ended December 31, 2021, respectively.

Net cash used in investing activities, which consists primarily of disbursements
for loan originations and the purchase of securities, offset by principal
collections on loans, proceeds from the sale of securities and proceeds from
maturing securities and pay downs on securities, was $434.1 million and $291.3
million for the year ended December 31, 2022 and the year ended December 31,
2021, respectively. Net cash provided by financing activities, consisting of
activity in deposit accounts and borrowings, was $183.5 million and $456.0
million for the year ended December 31, 2022 and the year ended December 31,
2021, respectively.

We are committed to maintaining a strong liquidity position. We monitor our
liquidity position daily. We anticipate that we will have sufficient funds to
meet our current funding commitments. Based on our deposit retention experience,
current pricing strategy and regulatory restrictions, we anticipate that a
substantial portion of maturing time deposits will be retained, and that we can
supplement our funding with borrowings in the event that we allow these deposits
to run off at maturity.

Capital Resources. We are subject to various regulatory capital requirements
administered by the Federal Reserve and New York State Department of Financial
Services. At December 31, 2022 and December 31, 2021, we exceeded all applicable
regulatory capital requirements, and were considered "well capitalized" under
regulatory guidelines. See Note 13 to the Notes to the Consolidated Audited
Financial Statements appearing elsewhere in this Annual Report on Form 10-K for
actual and required capital amounts and ratios at December 31, 2022 and December
31, 2021.

Off-Balance Sheet Arrangements



Off-Balance Sheet Arrangements. We are a party to financial instruments with
off-balance sheet risk in the normal course of business to meet the financing
needs of our customers. These financial instruments include commitments to
extend credit, which involve elements of credit and interest rate risk in excess
of the amount recognized in the consolidated balance sheets. Our exposure to
credit loss is represented by the contractual amount of the instruments. We use
the same credit policies in making commitments as we do for on-balance sheet
instruments.

At December 31, 2022, we had $389.1 million in loan commitments outstanding. We
also had $13.5 million in standby letters of credit at December 31, 2022. At
December 31, 2021, we had $373.3 million in loan commitments outstanding. We
also had $11.5 million in standby letters of credit at December 31, 2021.

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For further information, see Note 16 to the Notes to the Consolidated Audited Financial Statements appearing elsewhere in this Annual Report on Form 10-K.

Effect of Inflation and Changing Prices



The consolidated financial statements and related financial data included in
this Annual Report on Form 10-K have been prepared in accordance with generally
accepted accounting principles in the United States of America, which require
the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time due to inflation. The primary impact of inflation on
our operations is reflected in increased operating costs. Unlike most industrial
companies, virtually all the assets and liabilities of a financial institution
are monetary in nature. As a result, interest rates generally have a more
significant impact on a financial institution's performance than do general
levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services.

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