ORRSTOWN FINANCIAL SERVICES INC
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 14, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|---|
| For the transition period from _____ to _____ |
Commission file number:001-34292
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania(State or Other Jurisdiction of Incorporation or Organization) | 23-2530374(I.R.S. Employer Identification No.) |
|---|---|
| 77 East King Street, P. O. Box 250, Shippensburg, Pennsylvania(Address of Principal Executive Offices) | 17257(Zip Code) |
Registrant’s Telephone Number, Including Area Code:(717) 532-6114
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, no par value | ORRF | NASDAQ Stock Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x |
|---|---|---|---|
| Non-accelerated filer | ¨ | Smaller reporting company | ☒ |
| 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. | ¨ | ||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☒ | ||
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ¨ | ||
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). | ¨ | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.). Yes☐ No x
The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $194.0 million. For purposes of this calculation, the term “affiliate” refers to all directors and executive officers of the registrant, and all persons beneficially owning more than 5% of the registrant’s common stock.
Number of shares outstanding of the Registrant’s common stock as of March 11, 2024:10,705,077.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
FORM 10-K
INDEX
| Page | ||
|---|---|---|
| Part I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 13 |
| Item 1B. | Unresolved Staff Comments | 27 |
| Item 1C. | Cybersecurity | 27 |
| Item 2. | Properties | 28 |
| Item 3. | Legal Proceedings | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Part II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 30 |
| Item 6. | [Reserved] | 32 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 70 |
| Item 8. | Financial Statements and Supplementary Data | 72 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 139 |
| Item 9A. | Controls and Procedures | 139 |
| Item 9B. | Other Information | 139 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 139 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 139 |
| Item 11. | Executive Compensation | 139 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 140 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 140 |
| Item 14. | Principal Accountant Fees and Services | 140 |
| Part IV | ||
| Item 15. | Exhibit and Financial Statement Schedules | 141 |
| Signatures | 144 | |
Glossary of Defined Terms
The following terms may be used throughout this Annual Report on Form 10-K, including the consolidated financial statements and related notes.
| Term | Definition |
|---|---|
| ACL | Allowance for credit losses |
| ALL | Allowance for loan losses |
| AFS | Available-for-sale |
| AOCI | Accumulated other comprehensive income (loss) |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| Bank | Orrstown Bank, the commercial banking subsidiary of Orrstown Financial Services, Inc. |
| BHC Act | Bank Holding Company Act of 1965 |
| CECL | Current expected credit losses |
| CET1 | Common Equity Tier 1 |
| CFPB | Consumer Financial Protection Bureau |
| CMO | Collateralized mortgage obligation |
| CRA | Community Reinvestment Act |
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act |
| ERM | Enterprise Risk Management |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| FDIA | Federal Deposit Insurance Act |
| FDIC | Federal Deposit Insurance Corporation |
| FDM | Financial difficulty modification |
| FHC | Financial holding company |
| FHLB | Federal Home Loan Bank |
| FRB | Board of Governors of the Federal Reserve System |
| GAAP | Accounting principles generally accepted in the United States of America |
| GDP | Gross Domestic Product |
| GLB Act | Gramm-Leach-Bliley Act |
| GSE | United States government-sponsored enterprise |
| IEL | Individually evaluated loan |
| IRC | Internal Revenue Code of 1986, as amended |
| LHFS | Loans held for sale |
| LIBOR | London Interbank Offered Rate |
| MBS | Mortgage-backed securities |
| MSR | Mortgage servicing right |
| NIM | Net interest margin |
| OCI | Other comprehensive income (loss) |
| OFA | Orrstown Financial Advisors, a division of the Bank that provides investment and brokerage services |
| OREO | Other real estate owned (foreclosed real estate) |
| OTTI | Other-than-temporary impairment |
| Parent Company | Orrstown Financial Services, Inc., the parent company of Orrstown Bank |
| 2011 Plan | 2011 Orrstown Financial Services, Inc. Stock Incentive Plan |
| PCD loans | Purchased credit deteriorated loans |
| PCI loans | Purchased credit impaired loans |
| PPP | Paycheck Protection Program |
| Repurchase Agreements | Securities sold under agreements to repurchase |
| ROU | Right of use (leases) |
| SBA | U.S. Small Business Administration |
| SEC | Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| SOFR | Secured Overnight Financing Rate |
| TDR | Troubled debt restructuring |
| U.S. | United States of America |
| Unless the context otherwise requires, the terms “Orrstown,” “we,” “us,” “our,” and “Company” refer to Orrstown Financial Services, Inc. and its subsidiaries. | |
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