UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 1, 2023

Orange County Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
001-40711
26-1135778
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
 
Identification No.)
     
212 Dolson Avenue, Middletown, New York
10940
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code: (845) 341-5000

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.50
 
OBT
 
The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 
Item 2.02    Results of Operations and Financial Condition

On May 1, 2023, Orange County Bancorp, Inc. (the “Company”) issued a press release reporting its financial results at and for the three months ended March 31, 2023.

A copy of the press release is attached as Exhibit 99.1 to this report and is being furnished to the Securities and Exchange Commission and shall not be deemed filed for any purpose.

Item 9.01    Financial Statements and Exhibits

(a)
 
Financial statements of businesses acquired.  None.
     
(b)
 
Pro forma financial information.  None.
     
(c)
 
Shell company transactions: None.
     
(d)
 
Exhibits.
   
   
104
 
Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.




   
ORANGE COUNTY BANCORP, INC.
     
     
     
DATE: May 1, 2023
By:  
 /s/ Michael Lesler
   
Michael Lesler
   
Senior Vice President and Chief Financial Officer
     

EXHIBIT 99.1


FOR IMMEDIATE RELEASE

Orange County Bancorp, Inc. Announces First Quarter 2023 Results:
Net Interest Income increased $4.8 million, or 29.4%, to $21.1 million for the quarter ended March 31, 2023 from $16.3 million for the quarter ended March 31, 2022
Total Assets grew $167.0 million, or 7.3%, to $2.5 billion at March 31, 2023 as compared to $2.3 billion at year-end 2022.
Loans grew $93.9 million, or 6.0%, to $1.7 billion at March 31, 2023 from $1.6 billion at December 31, 2022
Total Deposits rose by $51.5 million, or 2.6%, to $2.0 billion at March 31, 2023 as compared to $1.9 billion at year-end 2022.
Book value per share increased $1.79, or 7.3%, to $26.27 at March 31, 2023 from $24.48 at December 31, 2022
Non-performing loans decreased from 0.54% at December 31, 2022 to 0.48% at March 31, 2023
Trust and asset advisory business revenue remained level at approximately $2.4 million, for Q1 2023 and 2022, respectively, reflecting the company’s continued strength in the business line despite market challenges.
Based on historical and projected criteria, the market capitalization of the company exceeds the minimum requirements to be included in the Russell 2000 Index when 2023 reconstitution is completed.

MIDDLETOWN, N.Y., May 1, 2023 – Orange County Bancorp, Inc. (the “Company” - Nasdaq: OBT), parent company of Orange Bank & Trust Co. (the “Bank”) and Hudson Valley Investment Advisors, Inc. (“HVIA”), today announced net income of $3.2 million, or $0.57 per basic and diluted share, for the three months ended March 31, 2023.  This compares with net income of $5.3 million, or $0.95 per basic and diluted share, for the three months ended March 31, 2022.  The decrease in earnings per share, basic and diluted, was due to the recognition of a $5 million loss related to subordinated debt of Signature Bank, which was closed by its regulator on March 12, 2023. Absent this one-time charge, earnings per share, basic and diluted, would have been $1.28.
Book value per share increased $1.79, or 7.3%, during the period, from $24.48 at December 31, 2022 to $26.27 at March 31, 2023. Tangible book value per share also increased $1.79, or 7.7%, from $23.29 at December 31, 2022 to $25.08 at March 31, 2023 (see “Non-GAAP Financial Measure Reconciliation” below for additional detail).     These increases represent a combination of changes in market value associated with a decrease in unrealized loss in the available-for-sale investment portfolio, and the effect of earnings during the quarter.  The Bank maintains its entire investment portfolio within the available-for-sale category.
“This quarter saw continuation of the Federal Reserve’s efforts to combat inflation with rising interest rates and industry-wide reductions in liquidity,” said Company President and CEO Michael Gilfeather. “As previously discussed, these policies have made loan origination and deposit gathering more challenging, with the recent – and very rapid – failure of financial institutions further amplifying the volatile and uncertain operating environment.
1


We, unfortunately, held $5 million of Signature Bank investment grade subordinated debt within our nearly $540 million investment portfolio, which resulted in the recognition of a loss following the bank’s failure in March.  As closely as we monitor our investment portfolio, it is virtually impossible to anticipate such rapid – and highly unusual – deterioration of investment grade debt.  For the quarter, we earned $3.2 million or $0.57 per basic and diluted share, down $2.1 million from $5.3 million or $0.95 per basic and diluted share we earned in Q1 2022. Adding back this one-time charge would have resulted in earnings of approximately $7.2 million or $1.28 per basic and diluted share (see “Non-GAAP Financial Measure Reconciliation” below for additional detail). 

Our diligent commitment to knowing and responding to the needs and concerns of our customers, however, once again proved critical to successfully navigating this volatile period. For the quarter, our average loan portfolio grew $353.4 million, or 27.9%, to over $1.6 billion from $1.3 billion for Q1 2022.  Additionally, while Commercial Real Estate (CRE) remains our largest single loan category, our portfolio composition in the sector is well diversified and includes virtually no exposure to major urban office space, which has become a recent point of market concern.  Approximately 8% of our CRE exposure falls within the category, with these loans related to properties outside major markets and tied primarily to medical office space.

Total deposits increased $51.5 million from year end 2022 to $2.03 billion at March 31, 2023 from $1.97 billion at December 31, 2022. Given the uncertain economic environment and out of an abundance of caution, we added approximately $45 million of brokered deposits during the quarter, but also saw core deposit growth of over $9 million.  While the composition of our deposit base shifted modestly in response to recent market volatility, I am pleased to report we didn’t lose a single major customer or see the closure of any significant accounts.

As long as the Fed continues to fight inflation with higher interest rates and restrictive liquidity policy, we expect loan and deposit growth to remain challenged. We have responded with strategies aimed at retaining and growing core deposits. These initiatives have already begun to yield benefits and we believe our strong reputation and regional commitment will provide additional opportunities for deposit and lending growth and new relationships going forward.

As we work to offset the impact of certain Fed policies, others are tougher to counter. Net Interest Margin, for example, fell 34 basis points, or 8.3%, during the quarter from 4.12% in Q4 2022 to 3.78% in Q1 2023.  This still represents high performance within the industry.  In light of the aforementioned uncertainty and prudent risk management, we also increased borrowings at the Bank by $107.5 million during the quarter. This strategic move impacted margin but was important to maintain the liquidity position of the Bank. Meanwhile, cash, available borrowings, and unencumbered assets also currently cover approximately 80% of uninsured deposits, net of municipal deposits, which are fully collateralized by law.

Our Wealth Management division, which includes all Trust, Investment Management and Private Bank activities, also continued to be a steady performer. Revenues remained stable at $2.4 million in Q1 2023 versus the same period last year. Given that these revenues correlate to broad market returns, which were notably volatile during the period, this group’s performance is particularly commendable.

As is evident from my remarks, this quarter is one we in the banking industry are happy to have behind us, though challenges and uncertainty remain. Fortunately, we have invested considerable time and attention
2


over many years to cultivate a loyal and informed customer base that knows us nearly as well as we know them. This relationship and our proactive management style enabled us to assess and respond to changing circumstances, identify business opportunities, and present an attractive alternative to clients seeking to move or diversify their banking relationships. We will, as always, continue to run the Bank conservatively, as evidenced by capital ratios, which exceed regulatory standards for well capitalized institutions.  We also remain committed to identifying and pursuing opportunities to better serve existing clients and attract new ones, especially in times of turmoil.  Our focus on core deposits and relationship banking provides the strategy and foundation to continue building a high performing, stable, and reliable banking organization for our customers and the communities we serve.  And I’ll conclude, once again, with thanks to our employees, who are the heart and soul of the Company and continue to drive its success despite whatever challenges we encounter.”

First Quarter 2023 Financial Review
Net Income
Net income for the first quarter of 2023 was $3.2 million, a decrease of $2.1 million, or 39.4%, from net income of $5.3 million for the first quarter of 2022. The decline in net income reflected the impact of a $5.0 million charge-off of subordinated debt due to the regulatory closure of Signature Bank offset by significant net interest income growth.
Net Interest Income
For the three months ended March 31, 2023 net interest income increased $4.8 million, or 29.4%, to $21.1 million, versus $16.3 million during the same period last year. The increase was driven primarily by a $6.8 million increase in interest and fees on loans during the period.
Total interest income rose $9.1 million, or 52.7%, to $26.4 million for the three months ended March 31, 2023, compared to $17.3 million for the three months ended March 31, 2022.  The increase was primarily due to interest and fees associated with loan growth, as well as an approximately 87.6% increase in interest income from taxable investment securities. The securities related increase represents management’s focus on strategically deploying excess liquidity in 2022 to generate incremental investment earnings.
Total interest expense increased $4.3 million in the first quarter of 2023, to $5.2 million, as compared to $931 thousand in the first quarter of 2022.  The increase was driven primarily by interest expense associated with FHLB advances drawn during the quarter as a preventative measure during the industry’s liquidity crisis.  Additionally, the rising interest rate environment created an increase in interest expense on savings and NOW accounts, which totaled $2.4 million during the first quarter of 2023 as compared to $570 thousand during the first quarter of 2022.
Provision for Credit Losses
As of January 1, 2023, the Company adopted the current expected credit losses methodology (“CECL”) accounting standard, which includes loans individually evaluated, as well as loans evaluated on a pooled basis to assess the adequacy of the allowance for credit losses as well as evaluating investment securities held by the Bank.  Management performs an ongoing assessment of the adequacy of the allowance for credit losses based on the CECL methodology.  The Bank seeks to estimate the lifetime losses in its loan and investment portfolio by using expected discounted cash flows, supplemental qualitative considerations, including relevant economic considerations, portfolio concentrations, and other external factors.
3


The Company recognized a provision for credit losses of $6.4 million for the three months ended March 31, 2023, as compared to $923 thousand for the three months ended March 31, 2022.  As required under the CECL framework, the increased provision is primarily driven by the recorded loss related to $5 million of Signature Bank subordinated debt as well as the continued growth of the loan portfolio.  Additionally, the Bank recognized a $1.9 million one-time implementation adjustment, of which $520 thousand reflected the addition of an allowance for credit losses on unfunded commitments.  The allowance for credit losses to total loans was 1.51% as of March 31, 2023 versus 1.39% as of December 31, 2022.
Non-Interest Income
Non-interest income increased $165 thousand, or 5.5%, to $3.2 million for the three months ended March 31, 2023 as compared to $3.0 million for the three months ended March 31, 2022.  The primary driver of this growth was the recognition of gains on the sale of certain investment securities during the quarter ended March 31, 2023.  The Company also experience income growth in several categories, including service charges on deposit accounts and earnings from the BOLI investment during the quarter.
Non-Interest Expense
Non-interest expense was $14.0 million for the first quarter of 2023, reflecting an increase of $2.2 million, or 18.7%, as compared to $11.8 million for the same period in 2022.  The increase in non-interest expense for the three month period was due to continued investment in overall Company growth. This investment consists primarily of increases in compensation, occupancy, information technology, and deposit insurance costs. Our efficiency ratio improved to 57.7% for the three months ended March 31, 2023, from 61.1% for the same period in 2022.
Income Tax Expense
Our provision for income taxes for the three months ended March 31, 2023 was $696 thousand, compared to $1.3 million for the same period in 2022.  The decrease was primarily due to lower income before income taxes.  Our effective tax rate for the three month period ended March 31, 2023 was 17.7% as compared to 19.2% for the same period in 2022.
Financial Condition
Total consolidated assets increased $167.0 million, or 7.3%, from $2.3 billion at December 31, 2022 to $2.5 billion at March 31, 2023. The increase was mainly driven by growth in loans and cash during the quarter.
Total cash and due from banks increased from $86.1 million at December 31, 2022, to $165.3 million at March 31, 2023, an increase of approximately $79.2 million, or 92.0%.  This increase resulted primarily from increases in deposit balances as well as increased borrowings.  The increase in borrowings was strategic and considered the liquidity stress within the industry which bolstered cash positions.
Total investment securities declined $2.3 million, or 0.4%, from $543.0 million at December 31, 2022 to $540.7 million at March 31, 2023. The decrease resulted primarily from the sale of securities during the quarter and the impact of a write down in value for Signature Bank subordinated debt resulting from the bank’s failure.  There were no additional purchases of securities during the quarter.
Total loans increased $93.9 million, or 6.0%, from $1.6 billion at December 31, 2022 to $1.7 billion at March 31, 2023.  The increase was due primarily to $94.4 million of commercial real estate loan growth and $6.5
4


million of commercial real estate construction loan growth. PPP loans remain level at $1.7 million at March 31, 2023 and December 31, 2022.  The majority of the remaining PPP loan balance is subject to forgiveness.
Total deposits increased $51.5 million, to $2.1 billion at March 31, 2023, from $2.0 billion at December 31, 2022.  This increase was driven by a $9 million growth in core deposits as well as the effect of approximately $42 million of growth in time deposits associated with wholesale funding, which the Company increased as a precautionary measure to bolster cash during the March liquidity crisis within the banking industry.  Despite sector challenges, the Bank’s deposit composition at March 31, 2023 included 50.7% in demand deposit accounts (including NOW accounts).  Uninsured deposits, net of fully collateralized municipal relationships, remain stable and represent approximately 43% of total deposits as of March 31, 2023 and December 31, 2022, respectively.
Stockholders’ equity experienced an increase of approximately $10.1 million during the quarter, to $148.2 million at March 31, 2023 from $138.1 million at December 31, 2022. The increase was due mainly to a $10.0 million decrease in unrealized losses on the market value of investment securities within the Company’s equity as accumulated other comprehensive income (loss) (“AOCI”), net of taxes, as well as $3.2 million of net income during the period.
At March 31, 2023, the Bank maintained capital ratios in excess of regulatory standards for well capitalized institutions. The Bank’s Tier 1 capital to average assets ratio was 9.07%, both common equity and Tier 1 capital to risk weighted assets were 12.35%, and total capital to risk weighted assets was 13.61%.
Loan Quality
At March 31, 2023, the Bank had total non-performing loans of $8.0 million, or 0.48% of total loans.  Total non-accrual loans represented $5.6 million of loans at March 31, 2023 compared to $6.1 million at March 31, 2022.
Liquidity
Management believes that the Bank has the necessary liquidity to provide flexibility in order to meet normal business needs.  The Bank uses a variety of resources to manage its liquidity position.  These include short term investments, cash flows from lending and investing activities, core-deposit growth, and non-core funding sources, such as time deposits exceeding $100,000, brokered deposits, FHLBNY advances, and other borrowings.  As of March 31, 2023, the Bank’s cash and due from banks totaled $165.3 million.  The Bank maintains an investment portfolio of securities available for sale, comprised mainly of US Government agency and treasury securities, Small Business Administration loan pools, mortgage-backed securities, and municipal bonds.  Although the portfolio generates interest income for the Bank, it also serves as an available source of liquidity and funding.  As of March 31, 2023, the Bank’s investment in securities available for sale was $526.3 million, of which $163.1 million was not pledged as collateral.  Additionally, as of March 31, 2023, the Bank’s overnight advance line capacity at the Federal Home Loan Bank of New York was $613.2 million, of which $154.0 million was used to collateralize municipal deposits, and $229.0 million was utilized for overnight advances.  As of March 31, 2023, the Bank’s unused borrowing capacity at the FHLBNY was $230.0 million. The Bank also maintains additional borrowing capacity of $25 million with other correspondent banks.  Additional funding was available to the Bank through the Bank Term Funding Program (“BTFP”) and Discount Window Lending provided by the Federal Reserve.  The Bank did not utilize these funding sources during the first quarter of 2023.
5


The Bank also considers brokered deposits to be an element of its deposit strategy.  As of March 31, 2023, the Bank entered into brokered deposit arrangements with 1 month, 2 month, and 3 month terms totaling $87.3 million.
Non-GAAP Financial Measure Reconciliations
     
The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.
               
         
March 31, 2023
 
December 31, 2022
         
(Dollars in thousands except for share data)
Tangible Common Equity:
           
Total stockholders’ equity
   
 $                   148,215
 
 $                 138,138
Adjustments:
           
Goodwill
       
                         (5,359)
 
                      (5,359)
Other intangible assets
     
                         (1,321)
 
                      (1,392)
Tangible common equity
     
 $                   141,535
 
 $                 131,387
Common shares outstanding
   
                   5,642,789
 
                 5,642,121
Book value per common share
   
 $                       26.27
 
 $                     24.48
Tangible book value per common share
   
 $                       25.08
 
 $                     23.29
               
Tangible Assets
           
Total assets
       
 $                2,454,313
 
 $              2,287,334
Adjustments:
           
Goodwill
       
                         (5,359)
 
                      (5,359)
Other intangible assets
     
                         (1,321)
 
                      (1,392)
Tangible assets
     
 $                2,447,633
 
 $              2,280,583
Tangible common equity to tangible assets
 
5.78%
 
5.76%
               
               
The following table reconciles Net Income as of March 31, 2023 adjusted for the one-time impact of the credit loss associated with the subordinated debt investment in Signature Bank, as set forth below (dollars in thousands, except for share data):

         
March 31, 2023
   
               
Net Income, as reported
     
 $                       3,230
   
Adjustments:
           
Credit loss associated with investment
   
                          5,000
   
Tax effect, net of adjustments
   
                         (1,050)
   
Net Income, adjusted
     
 $                       7,180
   
Weighted average shares outstanding
   
                   5,625,660
   
Earnings per share, as reported
   
 $                         0.57
   
Earnings per share, adjusted
   
 $                         1.28
   
               

6



About Orange County Bancorp, Inc
Orange County Bancorp, Inc. is the parent company of Orange Bank & Trust Company and Hudson Valley Investment Advisors, Inc. Orange Bank & Trust Company is an independent bank that began with the vision of 14 founders over 125 years ago. It has grown through innovation and an unwavering commitment to its community and business clientele to more than $2.4 billion in total assets. Hudson Valley Investment Advisors, Inc. is a Registered Investment Advisor in Goshen, NY. It was founded in 1996 and acquired by the Company in 2012.

Forward Looking Statements
Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, inflation, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity. Further, given its ongoing and dynamic nature, it is difficult to predict what the continuing effects of the COVID-19 pandemic will have on our business and results of operations. The pandemic and related local and national economic disruption may, among other effects, continue to result in a material adverse change for the demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; branch disruptions, unavailability of personnel and increased cybersecurity risks as employees work remotely.
The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

For further information:
Michael Lesler
SVP & Chief Financial Officer
mlesler@orangebanktrust.com
Phone: (845) 341-5111


7

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
                       
                 
March 31, 2023
 
December 31, 2022
                       
   
ASSETS
               
                       
Cash and due from banks
       
 $                  165,297
 
 $                    86,081
Investment securities - available-for-sale
   
                     526,325
 
                     533,461
Restricted investment in bank stocks
     
                       14,401
 
                         9,562
Loans
         
                  1,663,368
 
                  1,569,430
Allowance for credit losses
       
                      (25,046)
 
                      (21,832)
 
Loans, net
         
                  1,638,322
 
                  1,547,598
                       
Premises and equipment, net
     
                       16,579
 
                       14,739
Accrued interest receivable
       
                         5,961
 
                         6,320
Bank owned life insurance
       
                       40,701
 
                       40,463
Goodwill
         
                         5,359
 
                         5,359
Intangible assets
         
                         1,321
 
                         1,392
Other assets
         
                       40,047
 
                       42,359
                       
   
TOTAL ASSETS
       
 $               2,454,313
 
 $               2,287,334
                       
   
LIABILITIES AND STOCKHOLDERS' EQUITY
       
                       
Deposits:
               
 
Noninterest bearing
       
 $                  694,283
 
                     723,228
 
Interest bearing
       
                  1,331,559
 
                  1,251,159
   
Total deposits
       
                  2,025,842
 
                  1,974,387
                       
FHLB advances, short term
     
                     239,000
 
                     131,500
Note payable
         
                               —
 
                               —
Subordinated notes, net of issuance costs
   
                       19,466
 
                       19,447
Accrued expenses and other liabilities
     
                       21,790
 
                       23,862
                       
   
TOTAL LIABILITIES
       
                  2,306,098
 
                  2,149,196
                       
   
STOCKHOLDERS' EQUITY
           
                       
Common stock, $0.50 par value; 15,000,000 shares authorized;
   
 
5,683,304 issued; 5,642,789 and 5,642,621 outstanding,
   
 
at March 31, 2023 and December 31, 2022, respectively
                         2,842
 
                         2,842
Surplus
         
                     120,268
 
                     120,107
Retained Earnings
       
                       84,642
 
                       84,635
Accumulated other comprehensive income (loss), net of taxes
                      (58,174)
 
                      (68,196)
Treasury stock, at cost; 40,515 and 40,683 shares at March 31,
   
 
2023 and December 31, 2022, respectively
   
                        (1,363)
 
                        (1,250)
   
TOTAL STOCKHOLDERS' EQUITY
   
                     148,215
 
                     138,138
                       
   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 $               2,454,313
 
 $               2,287,334
                       
                       
8

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
               
Three Months Ended March 31,
               
2023
 
2022
INTEREST INCOME
         
 
Interest and fees on loans
 $                   21,836
 
 $                   15,005
 
Interest on investment securities:
   
   
Taxable
       
                       3,073
 
                       1,638
   
Tax exempt
     
                          597
 
                          482
 
Interest on Federal funds sold and other
                          858
 
                          145
                     
   
TOTAL INTEREST INCOME
                      26,364
 
                      17,270
                     
INTEREST EXPENSE
         
 
Savings and NOW accounts
                       2,430
 
                          570
 
Time deposits
     
                          459
 
                            88
 
FHLB advances
     
                       2,105
 
                            —
 
Note payable
     
                            —
 
                            42
 
Subordinated notes
     
                          231
 
                          231
   
TOTAL INTEREST EXPENSE
                       5,225
 
                          931
                     
   
NET INTEREST INCOME
                      21,139
 
                      16,339
                     
Provision for credit losses
   
                       6,355
 
                          923
   
NET INTEREST INCOME AFTER
   
     
PROVISION FOR LOAN LOSSES
                      14,784
 
                      15,416
                     
NONINTEREST INCOME
         
 
Service charges on deposit accounts
                          174
 
                          168
 
Trust income
     
                       1,176
 
                       1,170
 
Investment advisory income
                       1,198
 
                       1,201
 
Investment securities gains(losses)
                          107
 
                           —
 
Earnings on bank owned life insurance
                          238
 
                          233
 
Other
       
                          277
 
                          233
   
TOTAL NONINTEREST INCOME
                       3,170
 
                       3,005
                     
NONINTEREST EXPENSE
       
 
Salaries
       
                       6,254
 
                       5,269
 
Employee benefits
     
                       1,867
 
                       1,401
 
Occupancy expense
   
                       1,254
 
                       1,223
 
Professional fees
     
                       1,048
 
                          879
 
Directors' fees and expenses
                          230
 
                          345
 
Computer software expense
                       1,223
 
                       1,116
 
FDIC assessment
     
                          330
 
                          309
 
Advertising expenses
   
                          276
 
                          190
 
Advisor expenses related to trust income
                            29
 
                          138
 
Telephone expenses
   
                          169
 
                          175
 
Intangible amortization
   
                            71
 
                            71
 
Other
       
                       1,277
 
                          705
   
TOTAL NONINTEREST EXPENSE
                      14,028
 
                      11,821
                     
 
Income before income taxes
                       3,926
 
                       6,600
                     
Provision for income taxes
   
                          696
 
                       1,270
   
NET INCOME
     
 $                     3,230
 
 $                     5,330
                     
Basic and diluted earnings per share
 $                      0.57
 
 $                      0.95
                     
Weighted average shares outstanding
                 5,625,660
 
                 5,634,667
                     
9

ORANGE COUNTY BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(UNAUDITED)
(Dollar Amounts in thousands)
                       
 
Three Months Ended March 31,
 
2023
 
2022
 
Average Balance
Interest
 
Average Rate
Average Balance
Interest
 
Average Rate
Assets:
                     
Loans Receivable (net of PPP)
 $    1,619,240
 
 $  21,824
 
5.47%
 
 $ 1,265,828
 
 $  14,400
 
4.61%
PPP Loans
              1,713
 
            12
 
2.84%
 
         23,268
 
          606
 
10.56%
Investment securities
          530,762
 
       3,568
 
2.73%
 
       475,018
 
       2,087
 
1.78%
Due from banks
          102,097
 
          858
 
3.41%
 
       382,830
 
          145
 
0.15%
Other
            11,652
 
          102
 
3.55%
 
           2,421
 
            32
 
5.36%
Total interest earning assets
       2,265,464
 
     26,364
 
4.72%
 
    2,149,365
 
     17,270
 
3.26%
Non-interest earning assets
            95,583
         
         85,661
       
  Total assets
 $    2,361,047
         
 $ 2,235,026
       
                       
Liabilities and equity:
                     
Interest-bearing demand accounts
 $       321,224
 
 $       242
 
0.31%
 
 $    357,100
 
 $         87
 
0.10%
Money market accounts
          605,968
 
       1,673
 
1.12%
 
       649,419
 
          410
 
0.26%
Savings accounts
          257,971
 
          515
 
0.81%
 
       210,887
 
            73
 
0.14%
Certificates of deposit
            95,550
 
          459
 
1.95%
 
         80,049
 
            88
 
0.45%
  Total interest-bearing deposits
       1,280,713
 
       2,889
 
0.91%
 
    1,297,455
 
          658
 
0.21%
FHLB Advances and other borrowings
          177,933
 
       2,106
 
4.80%
 
                —
 
            —
 
Note payable
                   —
 
            —
 
0.00%
 
           3,000
 
            42
 
5.68%
Subordinated notes
            19,454
 
          231
 
4.82%
 
         19,383
 
          231
 
4.83%
  Total interest bearing liabilities
       1,478,100
 
       5,226
 
1.43%
 
    1,319,838
 
          931
 
0.29%
Non-interest bearing demand accounts
          713,717
         
       713,509
       
Other non-interest bearing liabilities
            25,115
         
         22,077
       
  Total liabilities
       2,216,932
         
    2,055,424
       
  Total shareholders' equity
          144,115
         
       179,602
       
  Total liabilities and shareholders' equity
 $    2,361,047
         
 $ 2,235,026
       
                       
Net interest income
   
 $  21,138
         
 $  16,339
   
Interest rate spread 1
       
3.29%
         
2.97%
Net interest margin 2
       
3.78%
         
3.08%
Average interest earning assets to interest-bearing liabilities
153.3%
         
162.9%
       
                       
Notes:
                     
1 The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
2 Net interest margin is the annualized net interest income divided by average interest-earning assets
   
                       


10


ORANGE COUNTY BANCORP, INC.
SELECTED RATIOS AND OTHER DATA
(UNAUDITED)
                       
                 
Three Months Ended
March 31,
                 
2023
 
2022
Performance Ratios:
             
Return on average assets (1)
       
0.55%
 
0.95%
Return on average equity (1)
       
8.97%
 
11.87%
Interest rate spread (2)
       
3.29%
 
2.97%
Net interest margin (3)
       
3.78%
 
3.08%
Dividend payout ratio (4)
       
40.06%
 
21.14%
Non-interest income to average total assets
 
0.13%
 
0.13%
Non-interest expenses to average total assets
 
0.59%
 
0.53%
Average interest-earning assets to average interest-bearing liabilities
 
153.27%
 
162.85%
                       
                       
                       
Asset Quality Ratios:
             
Non-performing assets to total assets
     
0.32%
 
0.30%
Non-performing loans to total loans
     
0.48%
 
0.51%
Allowance for credit losses to non-performing loans
 
315.0%
 
270.7%
Allowance for credit losses to total loans
   
1.51%
 
1.38%
                       
Capital Ratios (5):
               
Total capital (to risk-weighted assets)
     
13.61%
 
13.65%
Tier 1 capital (to risk-weighted assets)
     
12.35%
 
12.40%
Common equity tier 1 capital (to risk-weighted assets)
 
12.35%
 
12.40%
Tier 1 capital (to average assets)
     
9.07%
 
8.03%
                       
Notes:
                 
(1) 
 
Annualized for the three month periods ended March 31, 2023 and 2022, respectively.
(2) 
 
Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the periods.
(3) 
 
The net interest margin represents net interest income as a percent of average interest-earning assets for the periods.
(4) 
 
The dividend payout ratio represents dividends paid per share divided by net income per share.
(5) 
 
Ratios are for the Bank only.
           
11

ORANGE COUNTY BANCORP, INC.
SELECTED OPERATING DATA
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
               
Three Months Ended March 31,
               
2023
 
2022
Interest income
       
 $                     26,364
 
 $                     17,270
Interest expense
       
                          5,225
 
                             931
Net interest income
     
                        21,139
 
                        16,339
Provision for credit losses
     
                          6,355
 
                             923
Net interest income after provision for credit losses
                        14,784
 
                        15,416
Noninterest income
     
                          3,170
 
                          3,005
Noninterest expenses
     
                        14,028
 
                        11,821
Income before income taxes
     
                          3,926
 
                          6,600
Provision for income taxes
     
                             696
 
                          1,270
Net income
       
 $                       3,230
 
 $                       5,330
                     
Basic and diluted earnings per share
   
 $                         0.57
 
 $                         0.95
Weighted average common shares outstanding
                   5,625,660
 
                   5,634,667
                     
               
 At
 
 At
               
March 31, 2023
 
March 31, 2022
Book value per share
     
 $                       26.27
 
 $                       29.21
Net tangible book value per share (1)
   
 $                       25.08
 
 $                       27.97
Outstanding common shares
     
                   5,642,789
 
                   5,633,459
                     
Notes:
               
(1)      Net tangible book value represents the amount of total tangible assets reduced by our total liabilities. Tangible assets are calculated by reducing total assets, as defined by GAAP, by $5,359 in goodwill and $1,321, and $1,392 in other intangible assets for March 31, 2023 and March 31, 2022, respectively.
                     
12


ORANGE COUNTY BANCORP, INC.
LOAN COMPOSITION
(UNAUDITED)
(Dollar Amounts in thousands)
               
At March 31, 2023
 
At December 31, 2022
               
Amount
 
Percent
 
Amount
 
Percent
 Commercial and industrial (a)
     
 $                   254,592
 
15.31%
 
 $                   258,901
 
16.50%
 Commercial real estate
     
                   1,192,501
 
71.69%
 
                   1,098,054
 
69.97%
 Commercial real estate construction
 
                      116,077
 
6.98%
 
                      109,570
 
6.98%
 Residential real estate
     
                        73,156
 
4.40%
 
                        74,277
 
4.73%
 Home equity
       
                        12,067
 
0.73%
 
                        12,329
 
0.79%
 Consumer
       
                        14,975
 
0.90%
 
                        16,299
 
1.04%
 Total loans
       
                   1,663,368
 
100.00%
 
                   1,569,430
 
100.00%
 Allowance for loan losses
     
                        25,046
     
                        21,832
   
 Total loans, net
       
 $                1,638,322
     
 $                1,547,598
   
                             
 (a) - Includes PPP loans of:
     
 $                       1,710
     
 $                       1,717
   

ORANGE COUNTY BANCORP, INC.
DEPOSITS BY ACCOUNT TYPE
(UNAUDITED)
(Dollar Amounts in thousands)
               
At March 31, 2023
 
At December 31, 2022
               
Amount
 
Percent
 
Average Rate
Amount
 
Percent
 
Average Rate
 Noninterest-bearing demand accounts
 
 $        694,285
 
34.27%
 
0.00%
 
 $     723,228
 
36.63%
 
0.00%
 Interest bearing demand accounts
   
           331,566
 
16.37%
 
0.33%
 
        284,747
 
14.42%
 
0.31%
 Money market accounts
     
           606,369
 
29.93%
 
1.32%
 
        615,149
 
31.16%
 
0.97%
 Savings accounts
       
           258,392
 
12.75%
 
0.93%
 
        258,230
 
13.08%
 
0.72%
 Certificates of Deposit
     
           135,233
 
6.68%
 
3.13%
 
          93,033
 
4.71%
 
1.74%
 Total
       
 $     2,025,845
 
100.00%
 
0.78%
 
 $  1,974,387
 
100.00%
 
0.52%
13


ORANGE COUNTY BANCORP, INC.
NON-PERFORMING ASSETS
(UNAUDITED)
(Dollar Amounts in thousands)
                       
                 
March 31, 2023
 
December 31, 2022
                       
Non-accrual loans:
               
Commercial and industrial
       
 $                          817
 
 $                       1,003
Commercial real estate
       
                          3,549
 
                          3,882
Commercial real estate construction
     
                               —
 
                               —
Residential real estate
       
                          1,185
 
                          1,188
Home equity
         
                               49
 
                               51
Consumer
         
                               —
 
                               —
  Total non-accrual loans
       
                          5,600
 
                          6,124
Accruing loans 90 days or more past due:
           
Commercial and industrial
       
                             652
 
                          1,850
Commercial real estate
       
                             535
 
                               —
Commercial real estate construction
     
                             725
 
                               —
Residential real estate
       
                               —
 
                               —
Home equity
         
                               —
 
                               —
Consumer
         
                             439
 
                             477
  Total loans 90 days or more past due
     
                          2,351
 
                          2,327
Total non-performing loans
       
                          7,951
 
                          8,451
Other real estate owned
       
                               —
 
                               —
Other non-performing assets
       
                               —
 
                               —
Total non-performing assets
       
 $                       7,951
 
 $                       8,451
                       
Ratios:
                 
Total non-performing loans to total loans
     
0.48%
 
0.54%
Total non-performing loans to total assets
     
0.32%
 
0.37%
Total non-performing assets to total assets
     
0.32%
 
0.37%
14