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Orrstown Financial Services(ORRF) - 2024 Q4 - Annual Report

Regulatory Compliance - As of December 31, 2024, the Parent Company and the Bank's regulatory capital ratios were above applicable well-capitalized standards and met the Capital Conservation Buffer requirement[71]. - The Bank is required to maintain a Capital Conservation Buffer to avoid restrictions on capital distributions and discretionary bonus payments to management[70]. - The Bank received a CRA rating of "Satisfactory" in its most recent examination prepared by the FRB on January 22, 2024[82]. - The FRB regulations require depository institutions to maintain cash reserves against specified deposit liabilities, with the reserve requirement on transaction accounts currently set at 0%[88]. - The Company is subject to federal and state laws designed to protect consumers, including the Equal Credit Opportunity Act and Fair Housing Act, which mandate certain disclosure requirements[74]. - The Company has implemented policies and procedures to comply with anti-money laundering requirements, including maintaining an anti-money laundering program and undergoing annual independent audits[85]. - The Cybersecurity Information Sharing Act allows companies to monitor their systems and share cyber threat information with third parties, providing liability protections for such actions[80]. - The final rule to strengthen and modernize the CRA regulations will become effective on January 1, 2026, adapting to changes in the banking industry[83]. Financial Performance - Adjusted net income for 2024 is reported at 56,054,000,comparedto56,054,000, compared to 36,643,000 in 2023[376]. - The company reported net income of 22,050,000for2024,downfrom22,050,000 for 2024, down from 35,663,000 in 2023[376]. - The diluted earnings per share (GAAP) for 2024 is 1.48,downfrom1.48, down from 3.42 in 2023[376]. - Total non-recurring expenses for 2024 amounted to 43,446,000,comparedto43,446,000, compared to 1,059,000 in 2023[376]. - The company incurred merger-related expenses of 22,671,000in2024,significantlyupfrom22,671,000 in 2024, significantly up from 1,059,000 in 2023[371]. - Tangible book value per common share decreased to 21.19in2024from21.19 in 2024 from 23.03 in 2023, primarily due to goodwill from the merger[373]. - The company’s shareholders' equity increased to 516,682,000in2024from516,682,000 in 2024 from 265,056,000 in 2023[374]. Commitments and Obligations - Total contractual obligations amount to 1,229,177,000,with1,229,177,000, with 1,061,986,000 due in less than one year[366]. - Off-balance sheet commitments include home equity lines of credit totaling 538,204,000andcommercialloansof538,204,000 and commercial loans of 706,783,000[368]. Company Listing - The Company is listed on the Nasdaq Capital Market under the trading symbol "ORRF" and is subject to Nasdaq's rules for listed companies[89]. - The Company’s primary source of income is dividends received from the Bank, which is subject to restrictions on its ability to dividend funds[363].