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, 2024

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
 
NASDAQ

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, 2024, Orange County Bancorp, Inc. (the “Company”) issued a press release reporting its financial results at and for the three months ended March 31, 2024.

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, 2024
By:  
  /s/ Michael Lesler
   
Michael Lesler
   
Executive Vice President and Chief Financial Officer
     

EXHIBIT 99.1


FOR IMMEDIATE RELEASE

Orange County Bancorp, Inc. Announces Record First Quarter Earnings:
Highlights include -
Net Income of $9.3 million for the three months ended March 31, 2024 increased $6.1 million, or 187.6%, as compared to $3.2 million for the three months ended March 31, 2023
Total Deposits grew $110.7 million, or 5.4%, reaching $2.2 billion at March 31, 2024 as compared to $2.0 billion at December 31, 2023.
Net interest margin of 3.64% for the quarter ended March 31, 2024 decreased 14 basis points, or 3.7%, versus 3.78% for the quarter ended March 31, 2023
Trust and investment advisory income rose $513 thousand, or 21.6%, to $2.9 million, for the quarter ended March 31, 2024 from $2.4 million for the quarter ended March 31, 2023.
Total Loans of $1.7 billion at March 31, 2024 were relatively unchanged from year-end 2023
Book value per share increased $0.55, or 1.9%, reaching $29.81 at March 31, 2024 as compared to $29.26 at December 31, 2023

MIDDLETOWN, N.Y., May 1, 2024 – 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 $9.3 million, or $1.65 per basic and diluted share, for the quarter ended March 31, 2024.  This represents a $6.1 million, or 187.6%, increase in net income as compared to $3.2 million, or $0.57 per basic and diluted share, for the quarter ended March 31, 2023.  The increase in earnings was the result of continued growth in net interest income, managed operating expenses, and a reduction in expense related to provision for credit losses, as well as the recovery of $1.9 million from the sale of Signature Bank subordinated debt previously written off.  The quarter also included an increase in non-interest income of approximately 16.3%, or $516 thousand, to $3.7 million for the quarter ended March 31, 2024 as compared to $3.2 million for the quarter ended March 31, 2023.
Book value per share rose $0.55, or 1.9%, from $29.26 at December 31, 2023 to $29.81 at March 31, 2024. Tangible book value per share also increased $0.56, or 2.0%, from $28.12 at December 31, 2023 to $28.68 at March 31, 2024 (see “Non-GAAP Financial Measure Reconciliation” below for additional detail). These increases were the result of earnings growth during the quarter offset by an increase in unrealized losses in the investment portfolio attributed to interest rate changes during the first quarter of 2024.
“Though now a full year into a very dynamic and challenging interest rate environment, I am pleased to report the Bank continues to perform well, producing yet another record quarterly result,” said Orange Bank President and CEO Michael Gilfeather. “While optimism remains for the Federal Reserve to begin reducing interest rates later this year, we are assuming a more conservative posture which we believe will benefit the Bank regardless of the rate environment.  In Q1 2024, the Bank earned $9.3 million versus $3.2 million in the same quarter last year.  Contributing to these earnings was a $1.9 million recovery on an investment position in Signature Bank subordinated debt which we wrote off in Q1 2023 following that institution’s failure.  It was a conservative approach to managing a risk, which has now resulted in the benefit to earnings of a recovery.
1


Q1 2024 also saw a resurgence of deposit growth, with total deposits increasing $110.7 million, or 5.4%, to $2.2 billion at  March 31, 2024, versus $2.0 billion at December 31, 2023.  The increase was primarily the result of growth in lower cost core deposits.  The combined growth of core and brokered deposits helped pay down a significant portion of our more expensive FHLBNY credit line.  FHLBNY borrowings, short term, at quarter end stood at $28 million, down from $224.5 million at year end 2023.  Overall, our average cost of deposits remained relatively low at 1.34%.  While today’s higher interest rate environment will continue to pressure deposit rates and margins, we believe active management and strategic execution will enable us to continue to mitigate these pressures.  Moreover, through our relationship banking and tight management of net interest margin, we can continue to be a leading performer within the industry.
In addition to active risk and cost management, we continue to carefully manage loan origination, which largely offset loan repayments during the quarter.  This enabled us to replace older, lower rate loans with new vintage and higher rate product.  In addition to the growth of lower cost deposits, managing our loan portfolio in this manner has allowed us to temper the margin compression that has impacted the entire banking industry.  This resulted in our net interest margin decreasing only 14 basis points, to 3.64% when compared to the same quarter last year and 8 basis points versus the fourth quarter 2023.  Our loan portfolio stood at $1.7 billion as of March 31, 2024.
Our Wealth Management division also enjoyed a terrific quarter.  Trust and investment advisory income rose $513 thousand, or 21.6%, to $2.9 million for the quarter ended March 31, 2024, from $2.4 million for the quarter ended March 31, 2023.  This growth was split almost equally between new asset and new client acquisition as well as market performance.  As part of non-interest income, Wealth Management provides the Bank an ancillary source of revenue while providing clients with additional value-added resources.  The latter ties directly into our trusted advisor strategy, helping create deeper, longer lasting relationships between Orange Bank and its clients.

I am proud of our team’s ability to execute across our platform in a challenging rate environment, with record results for the quarter all the more impressive.  Our unwavering commitment to clients, familiarity with the markets we serve, and focus on cost management and execution allow us to remain nimble in the face of uncertainty and continue to effectively manage margins and generate profitability.  This is a tribute to our employees, and I thank them and our clients and shareholders for their ongoing trust, support, and business.”
2


First Quarter 2024 Financial Review
Net Income
Net income for the first quarter of 2024 was $9.3 million, an increase of $6.1 million, or 187.6%, from net income of $3.2 million for the first quarter of 2023. This increase represents a combination of higher net interest income and increased noninterest income versus the same quarter last year.  In addition, net income for the first quarter of 2024 was positively impacted by a net credit related to the provision for credit losses as a result of a recovery associated with the write-off of Signature Bank subordinated debt during the first quarter of 2023.
Net Interest Income
For the three months ended March 31, 2024, net interest income rose $462 thousand, or 2.2%, to $21.6 million versus $21.1 million during the same period last year.  Coupled with an increase in total interest income of $4.7 million, total interest expense increased $4.3 million due to higher deposit and borrowing costs in the current period.
Total interest income rose $4.7 million, or 17.9%, to $31.1 million for the three months ended March 31, 2024, compared to $26.4 million for the three months ended March 31, 2023.  The increase reflected 17.3% growth in interest and fees associated with loans, a 5.0% increase in income from taxable investment securities, and a 94.1% increase in income related to fed funds interest and balances held at correspondent banks.
Total interest expense increased $4.3 million during the first quarter of 2024, to $9.5 million, as compared to $5.2 million in the first quarter of 2023. The increase represented the continued impact of rising interest rates on customer deposits as well as higher cost associated with FHLB borrowings and brokered deposits as alternate sources of funding.  Interest expense associated with savings and NOW accounts totaled $4.6 million during the first quarter of 2024 as compared to $2.4 million during the first quarter of 2023.  Interest expense from FHLB advances and borrowings during the current quarter totaled $2.3 million as compared to $2.1 million during the first quarter of 2023.  Interest expense related to brokered deposits totaled $2.3 million during the first quarter of 2024 as compared to $387 thousand during the first quarter of 2023.
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. The Bank seeks to estimate lifetime losses in its loan and investment portfolio by using expected discounted cash flows and supplemental qualitative considerations, including relevant economic considerations, portfolio concentrations, and other external factors, as well as evaluating investment securities held by the Bank.
3

The Company recognized a net credit related to the provision for credit losses of $1.6 million for the three months ended March 31, 2024, as compared to a provision of $6.4 million for the three months ended March 31, 2023.  This decrease includes the recognition of a $1.9 million recovery associated with the write-off of Signature Bank subordinated debt during 2023 as well as the impact of the methodology associated with estimated lifetime losses and loans outstanding at the end of the quarter.  The recovery was received as proceeds from the sale of the subordinated debt securities and as part of that transaction, management evaluated the need for an Allowance for Credit Losses (“ACL”) associated with investment securities.  The evaluation determined that an ACL was not required for the portfolio and, accordingly, the amount was reversed from the provision and reduced the ACL on investment securities to zero.  The 2023 provision includes the effect of a $5 million reserve associated with the write-off of an investment in Signature Bank subordinated debt.  The allowance for credit losses to total loans was 1.47% as of March 31, 2024 versus 1.44% as of December 31, 2023.  No additional reserves for investment securities were recorded during 2023.
Non-Interest Income
Non-interest income rose $516 thousand, or 16.3%, to $3.7 million for the three months ended March 31, 2024 as compared to $3.2 million for the three months ended March 31, 2023.  This growth was related to increased fee income within each of the Company’s fee income categories, including investment advisory, trust, and service charges on deposit accounts.
Non-Interest Expense
Non-interest expense was $15.3 million for the first quarter of 2024, reflecting an increase of $1.3 million, or 9.1%, as compared to $14.0 million for the same period in 2023.  The increase in non-interest expense for the three-month period continues to reflect the Company’s investment in growth. This investment consists primarily of increases in compensation, occupancy, information technology, and deposit insurance costs. Our efficiency ratio increased to 60.5% for the three months ended March 31, 2024, from 57.7% for the same period in 2023.
Income Tax Expense
Provision for income taxes for the three months ended March 31, 2024 was $2.3 million, compared to $696 thousand for the same period in 2023.  The increase was directly related to provisions associated with the Company’s increased earnings for the quarter.  Our effective tax rate for the three-month period ended March 31, 2024 was 20.0%, as compared to 17.7% for the same period in 2023.
4

Financial Condition
Total consolidated assets decreased slightly by $33.0 million, or 1.3%, and remained relatively level at $2.5 billion at December 31, 2023 and March 31, 2024.  The decrease reflected a slight contraction in loans and cash during the first quarter of 2024.
Total cash and due from banks decreased from $147.4 million at December 31, 2023, to $144.7 million at March 31, 2024, a decrease of approximately $2.7 million, or 1.8%. This decrease resulted primarily from increases in deposit balances and a decrease in borrowings.
Total investment securities fell $22.7 million, or 4.5%, from $504.5 million at December 31, 2023 to $481.8 million at March 31, 2024. The decrease was driven primarily by investment maturities during the first three months of 2024.
Total loans decreased $14.5 million, or 0.83%, to $1.7 billion at March 31, 2024.  The decrease was due primarily to payoff of approximately $13.5 million related to commercial and industrial loans.
Total deposits increased $110.7 million, to $2.2 billion at March 31, 2024 from approximately $2.0 billion at December 31, 2023.  This increase was due primarily to $67.9 million of growth in interest bearing demand deposits; $68.9 million increase in money market accounts; $15.8 million growth in savings accounts; and $22.1 million increase in time deposits mainly associated with brokered deposits which the Bank utilized to increase cash balances and reduce borrowings during the first quarter.  The increases in deposits were offset by a $63.3 million decrease in noninterest-bearing demand accounts during the quarter.  Deposit composition at March 31, 2024 included 46.9% in demand deposit accounts (including NOW accounts) as a percentage of total deposits.  Uninsured deposits, net of fully collateralized municipal relationships, remain stable and represent approximately 37% of total deposits at March 31, 2024 and at December 31, 2023.
FHLBNY short-term borrowings were $28.0 million at March 31, 2024 down from $224.5 million at December 31, 2023.  The decrease in borrowings was driven mainly by increased deposits which outpaced loan growth during the quarter and allowed for paydowns of borrowings while maintaining consistent levels of cash at March 31, 2024.
Stockholders’ equity increased $3.3 million, or 2.0%, to $168.7 million at March 31, 2024 from $165.4 million at December 31, 2023. The increase was due primarily to $9.3 million of net income during first quarter 2024 partially offset by an increase in unrealized losses of approximately $5.0 million on the market value of investment securities within the Company’s equity as accumulated other comprehensive income (loss) (“AOCI”), net of taxes.
At March 31, 2024, 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 9.72%, both common equity and Tier 1 capital-to-risk-weighted-assets were 13.49%, and total-capital-to-risk-weighted-assets was 14.74%.

5

Wealth Management
At March 31, 2024, our Wealth Management Division, which includes trust and investment advisory, totaled $1.7 billion in assets under management or advisory as compared to $1.6 billion at December 31, 2023, reflecting an increase of 5.9%.  Trust and investment advisory income for the quarter ended March 31, 2024 totaled $2.9 million and represented an increase of 21.6%, or $513 thousand, as compared to $2.4 million for the quarter ended March 31, 2023.

The breakdown of trust and investment advisory assets as of March 31, 2024 and December 31, 2023, respectively, is as follows:

ORANGE COUNTY BANCORP, INC.
SUMMARY OF AUM/AUA
(UNAUDITED)
(Dollar Amounts in thousands)
         
At March 31, 2024
 
At December 31, 2023
         
Amount
 
Percent
 
Amount
 
Percent
 Investment Assets Under Management & Advisory
 
 $      989,950
 
59.16%
 
 $      909,384
 
57.56%
 Trust Asset Under Administration & Management
 
         683,408
 
40.84%
 
         670,515
 
42.44%
 Total
       
 $   1,673,358
 
100.00%
 
 $   1,579,899
 
100.00%
                       
Loan Quality
At March 31, 2024, the Bank had total non-performing loans of $5.8 million, or 0.33% of total loans.  Total non-accrual loans represented approximately $5.8 million of loans at March 31, 2024, compared to $4.4 million at December 31, 2023.
Liquidity
Management believes the Bank has the necessary liquidity to meet normal business needs.  The Bank uses a variety of resources to manage its liquidity position.  These include short term investments, cash from lending and investing activities, core-deposit growth, and non-core funding sources, such as time deposits exceeding $250,000, brokered deposits, FHLBNY advances, and other borrowings.  As of March 31, 2024, the Bank’s cash and due from banks totaled $144.7 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, 2024, the Bank’s investment in securities available for sale was $476.1 million, of which $111.3 million was not pledged as collateral.  Additionally as of March 31, 2024, the Bank’s overnight advance line capacity at the Federal Home Loan Bank of New York was $622.4 million, of which $108.0 million was used to collateralize municipal deposits and $38.0 million was utilized for overnight and long term FHLBNY advances.  As of March 31, 2024, the Bank’s unused borrowing capacity at the FHLBNY was $476.4 million. The Bank also maintains additional borrowing capacity of $25 million with other correspondent banks.  Additional funding is available to the Bank through the discount window lending by the Federal Reserve.  At March 31, 2024, the Bank utilized $50 million of funding through the Bank Term Funding Program from the Federal Reserve under a one-year facility.
The Bank also considers brokered deposits an element of its deposit strategy.  As of March 31, 2024, the Bank had brokered deposit arrangements with various terms totaling $207.1 million.
6

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, 2024
 
December 31, 2023
         
(Dollars in thousands except for share data)
Tangible Common Equity:
           
Total stockholders’ equity
   
 $                   168,668
 
 $                 165,376
Adjustments:
           
Goodwill
       
                         (5,359)
 
                      (5,359)
Other intangible assets
     
                         (1,035)
 
                      (1,107)
Tangible common equity
     
 $                   162,274
 
 $                 158,910
Common shares outstanding
   
                   5,657,458
 
                 5,651,311
Book value per common share
   
 $                       29.81
 
 $                     29.26
Tangible book value per common share
   
 $                       28.68
 
 $                     28.12
               
Tangible Assets
           
Total assets
       
 $                2,452,513
 
 $              2,485,468
Adjustments:
           
Goodwill
       
                         (5,359)
 
                      (5,359)
Other intangible assets
     
                         (1,035)
 
                      (1,107)
Tangible assets
     
 $                2,446,119
 
 $              2,479,002
Tangible common equity to tangible assets
 
6.63%
 
6.41%
               

7


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 approximately $2.5 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, increased levels of loan delinquencies, problem assets and foreclosures, credit risk management, asset-liability management, cybersecurity risks, geopolitical conflicts, public health issues, the financial and securities markets and the availability of and costs associated with sources of liquidity.
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
EVP & Chief Financial Officer
mlesler@orangebanktrust.com
Phone: (845) 341-5111


8

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
                       
                 
March 31, 2024
 
December 31, 2023
                       
   
ASSETS
               
                       
Cash and due from banks
       
 $                  144,726
 
 $                  147,383
Investment securities - available-for-sale
   
                     476,077
 
                     489,948
(Amortized cost $553,727 at March 31, 2024 and $560,994 at December 31, 2023)
Restricted investment in bank stocks
     
                         5,711
 
                       14,525
Loans
         
                  1,732,550
 
                  1,747,062
Allowance for credit losses
     
                      (25,473)
 
                      (25,182)
 
Loans, net
         
                  1,707,077
 
                  1,721,880
                       
Premises and equipment, net
     
                       16,019
 
                       16,160
Accrued interest receivable
       
                       10,135
 
                         5,934
Bank owned life insurance
       
                       41,689
 
                       41,447
Goodwill
         
                         5,359
 
                         5,359
Intangible assets
         
                         1,035
 
                         1,107
Other assets
         
                       44,685
 
                       41,725
                       
   
TOTAL ASSETS
       
 $               2,452,513
 
 $               2,485,468
                       
   
LIABILITIES AND STOCKHOLDERS' EQUITY
       
                       
Deposits:
               
 
Noninterest bearing
       
 $                  635,952
 
 $                  699,203
 
Interest bearing
       
                  1,513,479
 
                  1,339,546
   
Total deposits
       
                  2,149,431
 
                  2,038,749
                       
FHLB advances, short term
     
                       28,000
 
                     224,500
FHLB advances, long term
       
                       10,000
 
                       10,000
BTFP borrowing
       
                       50,000
 
                               -
Subordinated notes, net of issuance costs
   
                       19,538
 
                       19,520
Accrued expenses and other liabilities
     
                       26,876
 
                       27,323
                       
   
TOTAL LIABILITIES
       
                  2,283,845
 
                  2,320,092
                       
   
STOCKHOLDERS' EQUITY
           
                       
Common stock, $0.50 par value; 15,000,000 shares authorized;
   
 
5,683,304 issued; 5,657,458 and 5,651,311 outstanding,
   
 
at March 31, 2024 and December 31, 2023, respectively
                         2,842
 
                         2,842
Surplus
         
                     120,525
 
                     120,392
Retained Earnings
       
                     115,351
 
                     107,361
Accumulated other comprehensive income (loss), net of taxes
                      (69,092)
 
                      (64,108)
Treasury stock, at cost; 25,846 and 31,993 shares at March 31,
   
 
2024 and December 31, 2023, respectively
   
                           (958)
 
                        (1,111)
   
TOTAL STOCKHOLDERS' EQUITY
   
                     168,668
 
                     165,376
                       
   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 $               2,452,513
 
 $               2,485,468
                       
                       

9

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
               
For Three Months Ended March 31,
               
2024
 
2023
 
INTEREST INCOME
           
 
Interest and fees on loans
 $                   25,614
 
 $                     21,836
 
 
Interest on investment securities:
     
   
Taxable
       
                       3,226
 
                         3,073
 
   
Tax exempt
     
                          568
 
                            597
 
 
Interest on Federal funds sold and other
                       1,665
 
                            858
 
                       
   
TOTAL INTEREST INCOME
                      31,073
 
                        26,364
 
                       
INTEREST EXPENSE
           
 
Savings and NOW accounts
                       4,577
 
                         2,430
 
 
Time deposits
     
                       2,414
 
                            459
 
 
FHLB advances and borrowings
                       2,251
 
                         2,105
 
 
Note payable
     
                            -
 
                              -
 
 
Subordinated notes
     
                          230
 
                            231
 
   
TOTAL INTEREST EXPENSE
                       9,472
 
                         5,225
 
                       
   
NET INTEREST INCOME
                      21,601
 
                        21,139
 
                       
Provision for credit losses
   
                      (1,640)
 
                         6,355
 
   
NET INTEREST INCOME AFTER
     
     
PROVISION FOR CREDIT LOSSES
                      23,241
 
                        14,784
 
                       
NONINTEREST INCOME
           
 
Service charges on deposit accounts
                          235
 
                            174
 
 
Trust income
     
                       1,312
 
                         1,176
 
 
Investment advisory income
                       1,575
 
                         1,198
 
 
Investment securities gains(losses)
                            -
 
                            107
 
 
Earnings on bank owned life insurance
                          241
 
                            238
 
 
Other
       
                          323
 
                            277
 
   
TOTAL NONINTEREST INCOME
                       3,686
 
                         3,170
 
                       
NONINTEREST EXPENSE
         
 
Salaries
       
                       6,738
 
                         6,254
 
 
Employee benefits
     
                       2,122
 
                         1,867
 
 
Occupancy expense
   
                       1,161
 
                         1,254
 
 
Professional fees
     
                       1,436
 
                         1,048
 
 
Directors' fees and expenses
                          322
 
                            230
 
 
Computer software expense
                       1,235
 
                         1,223
 
 
FDIC assessment
     
                          418
 
                            330
 
 
Advertising expenses
   
                          364
 
                            276
 
 
Advisor expenses related to trust income
                            33
 
                              29
 
 
Telephone expenses
   
                          187
 
                            169
 
 
Intangible amortization
   
                            71
 
                              71
 
 
Other
       
                       1,223
 
                         1,277
 
   
TOTAL NONINTEREST EXPENSE
                      15,310
 
                        14,028
 
                       
 
Income before income taxes
                      11,617
 
                         3,926
 
                       
Provision for income taxes
   
                       2,327
 
                            696
 
   
NET INCOME
     
 $                     9,290
 
 $                       3,230
 
                       
Basic and diluted earnings per share
 $                      1.65
 
 $                        0.57
 
                       
Weighted average shares outstanding
                 5,634,937
 
                   5,625,660
 
10


ORANGE COUNTY BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(UNAUDITED)
(Dollar Amounts in thousands)
                       
 
Three Months Ended March 31,
 
2024
         
2023
       
 
Average Balance
Interest
 
Average Rate
Average Balance
Interest
 
Average Rate
Assets:
                     
Loans Receivable (net of PPP)
 $    1,738,199
 
 $  25,611
 
5.91%
 
 $ 1,619,240
 
 $  21,824
 
5.47%
PPP Loans
                 209
 
              3
 
5.76%
 
           1,713
 
            12
 
2.84%
Investment securities
          481,530
 
       3,432
 
2.86%
 
       530,762
 
       3,568
 
2.73%
Due from banks
          149,596
 
       1,665
 
4.46%
 
       102,097
 
          858
 
3.41%
Other
            10,894
 
          362
 
13.33%
 
         11,652
 
          102
 
3.55%
Total interest earning assets
       2,380,428
 
     31,073
 
5.24%
 
    2,265,464
 
     26,364
 
4.72%
Non-interest earning assets
            94,647
         
         95,583
       
  Total assets
 $    2,475,075
         
 $ 2,361,047
       
                       
Liabilities and equity:
                     
Interest-bearing demand accounts
 $       360,287
 
 $       437
 
0.49%
 
 $    321,224
 
 $       242
 
0.31%
Money market accounts
          620,028
 
       3,355
 
2.17%
 
       605,968
 
       1,673
 
1.12%
Savings accounts
          235,829
 
          785
 
1.34%
 
       257,971
 
          515
 
0.81%
Certificates of deposit
          209,642
 
       2,414
 
4.62%
 
         95,550
 
          459
 
1.95%
  Total interest-bearing deposits
       1,425,786
 
       6,991
 
1.97%
 
    1,280,713
 
       2,889
 
0.91%
FHLB Advances and other borrowings
          167,484
 
       2,251
 
5.39%
 
       177,933
 
       2,106
 
4.80%
Note payable
                   -
 
            -
 
0.00%
 
                -
 
            -
 
0.00%
Subordinated notes
            19,526
 
          230
 
4.72%
 
         19,454
 
          231
 
4.82%
  Total interest bearing liabilities
       1,612,796
 
       9,472
 
2.36%
 
    1,478,100
 
       5,226
 
1.43%
Non-interest bearing demand accounts
          668,439
         
       713,717
       
Other non-interest bearing liabilities
            28,446
         
         25,115
       
  Total liabilities
       2,309,681
         
    2,216,932
       
  Total shareholders' equity
          165,394
         
       144,115
       
  Total liabilities and shareholders' equity
 $    2,475,075
         
 $ 2,361,047
       
                       
Net interest income
   
 $  21,601
         
 $  21,138
   
Interest rate spread 1
       
2.88%
         
3.29%
Net interest margin 2
       
3.64%
         
3.78%
Average interest earning assets to interest-bearing liabilities
147.6%
         
153.3%
       
                       
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
   

11

ORANGE COUNTY BANCORP, INC.
SELECTED RATIOS AND OTHER DATA
(UNAUDITED)
               
Three Months Ended   March 31,
 
               
2024
 
2023
   
Performance Ratios:
               
Return on average assets (1)
     
1.50%
 
0.55%
   
Return on average equity (1)
     
22.47%
 
8.97%
   
Interest rate spread (2)
     
2.88%
 
3.29%
   
Net interest margin (3)
     
3.64%
 
3.78%
   
Dividend payout ratio (4)
     
13.95%
 
40.06%
   
Non-interest income to average total assets
0.15%
 
0.13%
   
Non-interest expenses to average total assets
0.62%
 
0.59%
   
Average interest-earning assets to average interest-bearing liabilities
147.60%
 
153.27%
   
                         
                         
                         
Asset Quality Ratios:
               
Non-performing assets to total assets
   
0.24%
 
0.32%
   
Non-performing loans to total loans
   
0.33%
 
0.48%
   
Allowance for credit losses to non-performing loans
440.86%
 
315.0%
   
Allowance for credit losses to total loans
 
1.47%
 
1.51%
   
                         
Capital Ratios (5):
                 
Total capital (to risk-weighted assets)
   
14.74%
 
13.61%
   
Tier 1 capital (to risk-weighted assets)
   
13.49%
 
12.35%
   
Common equity tier 1 capital (to risk-weighted assets)
13.49%
 
12.35%
   
Tier 1 capital (to average assets)
   
9.72%
 
9.07%
   
                         
Notes:
                   
(1) 
 
Annualized for the three month periods ended March 31, 2024 and 2023, 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.
             
12

ORANGE COUNTY BANCORP, INC.
SELECTED OPERATING DATA
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
               
Three Months Ended March 31,
 
               
2024
 
2023
 
Interest income
       
 $                     31,073
 
 $                     26,364
 
Interest expense
     
                          9,472
 
                          5,225
 
Net interest income
     
                        21,601
 
                        21,139
 
Provision for credit losses
     
                        (1,640)
 
                          6,355
 
Net interest income after provision for credit losses
                        23,241
 
                        14,784
 
Noninterest income
     
                          3,686
 
                          3,170
 
Noninterest expenses
     
                        15,310
 
                        14,028
 
Income before income taxes
   
                        11,617
 
                          3,926
 
Provision for income taxes
     
                          2,327
 
                             696
 
Net income
       
 $                       9,290
 
 $                       3,230
 
                       
Basic and diluted earnings per share
   
 $                         1.65
 
 $                         0.57
 
Weighted average common shares outstanding
                   5,634,937
 
                   5,625,660
 
                       
               
 At
 
 At
 
               
March 31, 2024
 
December 31, 2023
 
Book value per share
     
 $                       29.81
 
 $                       29.26
 
Net tangible book value per share (1)
 
 $                       28.68
 
 $                       28.12
 
Outstanding common shares
   
                   5,657,458
 
                   5,651,311
 
                       
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 $1,035, and $1,107 in other intangible assets for March 31, 2024 and December 31, 2023, respectively.

13

ORANGE COUNTY BANCORP, INC.
LOAN COMPOSITION
(UNAUDITED)
(Dollar Amounts in thousands)
               
At March 31, 2024
 
At December 31, 2023
               
Amount
 
Percent
 
Amount
 
Percent
 Commercial and industrial (a)
 $                  260,021
 
15.01%
 
 $                  273,562
 
15.66%
 Commercial real estate
   
                  1,261,860
 
72.83%
 
                  1,259,356
 
72.08%
 Commercial real estate construction
                       84,005
 
4.85%
 
                       85,725
 
4.91%
 Residential real estate
   
                       78,923
 
4.56%
 
                       78,321
 
4.48%
 Home equity
     
                       13,322
 
0.77%
 
                       13,546
 
0.78%
 Consumer
       
                       34,419
 
1.99%
 
                       36,552
 
2.09%
 Total loans
       
                  1,732,550
 
100.00%
 
                  1,747,062
 
100.00%
 Allowance for loan losses
 
                       25,473
     
                       25,182
   
 Total loans, net
     
 $               1,707,077
     
 $               1,721,880
   
                             
 (a) - Includes PPP loans of:
 
 $                         204
     
 $                         215
   
ORANGE COUNTY BANCORP, INC.
DEPOSITS BY ACCOUNT TYPE
(UNAUDITED)
(Dollar Amounts in thousands)
               
At March 31, 2024
 
At December 31, 2023
     Amount    Percent    Average Rate    Amount    Percent    Average Rate
 Noninterest-bearing demand accounts
 
 $              635,952
 
29.59%
 
0.00%
 
 $     699,203
 
34.30%
 
0.00%
 Interest bearing demand accounts
   
                 372,757
 
17.34%
 
0.47%
 
        304,892
 
14.95%
 
0.49%
 Money market accounts
     
                 653,115
 
30.39%
 
2.23%
 
        584,976
 
28.69%
 
2.04%
 Savings accounts
       
                 243,976
 
11.35%
 
1.30%
 
        228,161
 
11.19%
 
1.19%
 Certificates of Deposit
     
                 243,631
 
11.33%
 
4.62%
 
        221,517
 
10.87%
 
4.57%
 Total
       
 $           2,149,431
 
100.00%
 
1.43%
 
 $  2,038,749
 
100.00%
 
1.29%
                                     

14

ORANGE COUNTY BANCORP, INC.
NON-PERFORMING ASSETS
(UNAUDITED)
(Dollar Amounts in thousands)
                       
                 
March 31, 2024
 
December 31, 2023
                       
Non-accrual loans:
             
Commercial and industrial
       
 $                     2,515
 
 $                       556
Commercial real estate
       
                       2,655
 
                       2,692
Commercial real estate construction
     
                            -
 
                            -
Residential real estate
       
                          589
 
                       1,179
Home equity
         
                            -
 
                            -
Consumer
         
                            -
 
                            -
  Total non-accrual loans
       
                       5,759
 
                       4,427
Accruing loans 90 days or more past due:
         
Commercial and industrial
       
                            -
 
                            -
Commercial real estate
       
                            19
 
                            -
Commercial real estate construction
     
                            -
 
                            -
Residential real estate
       
                            -
 
                            -
Home equity
         
                            -
 
                            -
Consumer
         
                            -
 
                            -
  Total loans 90 days or more past due
     
                            19
 
                            -
Total non-performing loans
       
                       5,778
 
                       4,427
Other real estate owned
       
                            -
 
                            -
Other non-performing assets
     
                            -
 
                            -
Total non-performing assets
       
 $                     5,778
 
 $                     4,427
                       
Ratios:
               
Total non-performing loans to total loans
   
0.33%
 
0.25%
Total non-performing loans to total assets
   
0.24%
 
0.18%
Total non-performing assets to total assets
   
0.24%
 
0.18%
                       
Notes:
               
1 - Includes non-accruing TDRs:
     
 $                     2,355
 
 $                     2,391
15