Notes to Consolidated Financial Statements
(All dollar amounts presented in the tables, except share and per share amounts, are in thousands)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
See the Glossary of Defined Terms at the beginning of this Report for terms used throughout the consolidated financial statements and related notes of this Form 10-K.
Nature of Operations – Orrstown Financial Services, Inc. is a financial holding company that operates Orrstown Bank, a commercial bank providing banking and financial advisory services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania, and in Anne Arundel, Baltimore, Howard and Washington Counties, Maryland. The Company operates in the community banking segment and engages in lending activities, including commercial, residential, commercial mortgages, construction, municipal, and various forms of consumer lending, and deposit services, including checking, savings, time, and money market deposits. The Company’s lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. The Company also provides fiduciary services, investment advisory, insurance and brokerage services. The Company and the Bank are subject to regulation by certain federal and state agencies and undergo periodic examinations by such regulatory authorities.
Basis of Presentation – The accompanying consolidated financial statements include the accounts of Orrstown Financial Services, Inc. and its wholly owned subsidiary, the Bank. The accounting and reporting policies of the Company conform to GAAP and, where applicable, to accounting and reporting guidelines prescribed by bank regulatory authorities. All significant intercompany transactions and accounts have been eliminated. Certain reclassifications have been made to prior years' amounts to conform with current year classifications. These reclassifications did not have a material impact on the Company's consolidated financial condition or results of operations.
The Company's management has evaluated all activity of the Company and concluded that subsequent events are properly reflected in the Company's consolidated financial statements and notes as required by GAAP.
To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.
Concentration of Credit Risk – The Company grants commercial, residential, construction, municipal, and various forms of consumer lending to clients primarily in its market area in south central Pennsylvania and in the greater Baltimore region and Washington County, Maryland, in addition to adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. Therefore, the Company's exposure to credit risk is significantly affected by changes in the economy in those areas. Although the Company maintains a diversified loan portfolio, a significant portion of its clients’ ability to honor their contracts is dependent upon economic sectors for commercial real estate, including office space, retail strip centers, sales finance, sub-dividers and developers, and multi-family, hospitality, and residential building operators. Management evaluates each clients' creditworthiness on a case-by-case basis. The amount of collateral obtained upon the extension of credit is based on management’s credit evaluation of the client. Types of collateral held varies, but generally include real estate and equipment.
The types of securities the Company invests in are included in Note 3, Investment Securities, and the types of lending the Company engages in are included in Note 4, Loans and Allowance for Credit Losses.
Cash and Cash Equivalents – Cash and cash equivalents include cash, balances due from banks, federal funds sold and interest-bearing deposits due on demand, all of which have original maturities of 90 days or less. Net cash flows are reported for client loan and deposit transactions, loans held for sale, redemption (purchases) of restricted investments in bank stocks, and short-term borrowings.
Under the FRB regulations, the Bank generally had been required to maintain cash reserves against specified deposit liabilities. The FRB issued a final rule on December 22, 2020 that amended Regulation D by lowering the reserve requirement on all net transaction accounts maintained at depository institutions to 0%. Effective January 1, 2024, the FRB will establish the new reserve requirement exemption amount and low reserve tranche, but will not elevate the current reserve percentage above zero for depository institutions.
Balances with correspondent banks may, at times, exceed federally insured limits. The Company considers this to be a normal business risk and reviews the financial condition of its correspondent banks on a quarterly basis.
Restricted Investments in Bank Stocks – Restricted investments in bank stocks consist of Federal Reserve Bank of Philadelphia stock, FHLB of Pittsburgh stock and Atlantic Community Bankers Bank stock. Federal law requires a member institution of the district Federal Reserve Bank and FHLB to hold stock according to predetermined formulas. Atlantic Community Bankers Bank requires its correspondent banking institutions to hold stock as a condition of membership. The restricted investment in bank stocks is carried at cost. On a quarterly basis, management evaluates the bank stocks for impairment based on assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history, and impact of legislative and regulatory changes.
Investment Securities – AFS securities include investments that management intends to use as part of its asset/liability management strategy. The Company typically classifies debt securities as AFS on the date of purchase. At December 31, 2023 and 2022, the Company had no held to maturity or trading securities. AFS securities are reported at fair value. Interest income and dividends on debt securities are recognized in interest income on an accrual basis. Purchase premiums and discounts on debt securities are amortized to interest income using the interest method over the terms of the investment securities and approximate the level yield method. Changes in unrealized gains and losses, net of related deferred taxes, for AFS securities are recorded in AOCI. Realized gains and losses on investment securities are recorded on the trade date using the specific identification method and are included in noninterest income on the consolidated statements of income.
The Company’s securities are exposed to various risks, such as interest rate risk, market risk, and credit risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect investment securities reported in the consolidated financial statements.
Investment securities may be sold in response to changes in interest rates, changes in prepayment rates and other factors. Prior to implementation of CECL, unrealized losses on AFS debt securities caused by a credit event would require the direct write-down of the AFS security through the OTTI approach; however, the new standard under ASC 326-30, Financial Instruments - Credit Losses, requires credit losses to be presented as an ACL. The Company is still required to conduct an impairment evaluation on AFS securities to determine whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If these situations apply, the guidance continues to require the Company to reduce the security's amortized cost basis down to its fair value through earnings. The Company also evaluates the unrealized losses on AFS securities to determine if a security's decline in fair value below its amortized cost basis is due to credit factors. The evaluation is based upon factors such as the creditworthiness of the underlying borrowers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of a decline in the fair value of the security due to a credit factor. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost and near-term prospects of the issuer. If this assessment indicates that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security. Under the CECL standard, if the present value of the cash flows expected to be collected is less than the amortized cost, an ACL is recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized cost basis. Any additional amount of loss would be due to non-credit factors and is recorded in AOCI, net of taxes. If a credit loss is recognized in earnings, subsequent improvements to the expectation of collectability will be recognized through the ACL. If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in AOCI, net of taxes, on the consolidated statements of financial condition. Accrued interest receivable on AFS securities is excluded from the estimate of credit losses.
The Company considers the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit. In addition, the Company maintains that it has the intent and ability to hold these AFS securities until the amortized cost is recovered and it is more likely than not that any of AFS securities in an unrealized loss position would not be required to be sold. The Company did not record a cumulative-effect adjustment related to its AFS securities upon adoption of CECL on January 1, 2023.
Loans Held-for-Sale – The Company has elected to record the mortgage loans held for sale portfolio at fair market value as opposed to the lower of cost or market. The Company economically hedges its residential loans held for sale portfolio with forward sale agreements, which are reported at fair value. A lower of cost or market accounting treatment would not allow the Company to record the excess of the fair market value over book value, but would require the Company to record the corresponding reduction in value on the hedges. Both the loans and related hedges are carried at fair value, which reduces earnings volatility as the amounts more closely offset, particularly in environments when interest rates are declining. For loans held-for-sale for which the fair value option has been elected, the aggregate fair value was less than the aggregate principal balance by $1.5 million and $1.2 million as of December 31, 2023 and 2022, respectively. There were no loans held-for-sale that were nonaccrual or 90 or more days past due as of December 31, 2023 and 2022. Gains and losses on loan sales (sales
proceeds minus carrying value) are recorded in noninterest income in the consolidated statements of income. Interest income on these loans is recognized in interest and fees on loans in the consolidated statements of income.
Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their amortized cost, inclusive of net deferred loan origination fees and costs and unamortized premium or discount. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and amortized as a yield adjustment over the respective term of the loan using the interest method. For SBA PPP loans, the loan origination fees, net of certain direct origination costs, are deferred and accreted into interest income as a yield adjustment under the effective yield method over the estimated life of the PPP loans, with any unamortized net fees being recognized as interest income over the remaining life of the loans. Purchased loans are initially recorded at fair value and include credit and interest rate marks associated with acquisition accounting adjustments. Premiums and discounts are subsequently amortized or accreted as adjustments to interest income using the effective yield method over the contractual lives of the loans.
For all classes of loans, the accrual of interest income on loans, including individually evaluated loans, ceases when principal or interest is past due 90 days or more and collateral is inadequate to cover principal and interest or immediately if, in the opinion of management, full collection is unlikely. Interest will continue to accrue on loans past due 90 days or more if the collateral is adequate to cover principal and interest, and the loan is in the process of collection. Interest accrued, but not collected, at the date of placement on nonaccrual status, is reversed and charged against interest income, unless fully collateralized. Subsequent payments received are either applied to the outstanding principal balance or recorded as interest income, depending upon management’s assessment of the ultimate collectability of principal. Loans are returned to accrual status, for all loan classes, when all the principal and interest amounts contractually due are brought current, the loan has performed in accordance with the contractual terms of the note for a reasonable period of time, generally six months, and the ultimate collectability of the total contractual principal and interest is reasonably assured. Past due status is based on the contractual terms of the loan.
Allowance for Credit Losses – In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). On January 1, 2023, the Company adopted ASU 2016-13, the current expected credit losses accounting standard commonly referred to as "CECL," which replaces the incurred loss model with the lifetime expected loss model. The CECL methodology requires an organization to measure all expected credit losses over the contractual term for financial assets measured at amortized cost, including loan receivables and held-to-maturity securities, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The CECL methodology also applies to off-balance sheet credit exposures not accounted for as insurance (e.g., loan commitments, standby letters of credit, financial guarantees and other similar instruments), net investments in leases recognized by a lessor in accordance with ASC Topic 842 on leases and AFS debt securities.
To implement the new standard, the Company established a cross-discipline governance structure, which included a dedicated working group and a CECL Committee consisting of members from different functions including Finance, Credit, Risk and Lending, who provided implementation oversight and reviewed policy elections, key assumptions, processes, and model results. The working group was responsible for the implementation process that included developing the loan segmentation, data sourcing and validation, loss driver inputs, qualitative factors, parallel model runs, scenario testing and back testing.
The Company utilized a third-party vendor to assist in the implementation process of its new model to calculate credit losses over the estimated life of the applicable financial assets. The Company elected to use the DCF methodology for the quantitative analysis for the majority of its loan segments, which applies the probability of default and loss given default factors to future cash flows, and then adjusts to the net present value to derive the required reserve. Reasonable and supportable macroeconomic conditions include unemployment and GDP. Model assumptions include the discount rate, prepayments and curtailments. The development and validation of credit models also included determining the length of the reasonable and supportable forecast and regression period and utilizing national peer group historical loss rates. For the consumer loan segments, the remaining life methodology was selected as a practical expedient and based on the risk characteristics. The implementation also included review of model runs and certain assumptions, documentation of policies, procedures and controls, and engagement of another third-party consultant for model validation.
The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. The adoption of the new CECL standard resulted in a cumulative-effect adjustment that increased the ACL for loans by $2.4 million and increased the off-balance sheet credit exposures reserve by $100 thousand. Retained earnings, net of deferred taxes, decreased by $2.0 million, and deferred tax assets increased by $559 thousand. Results for reporting periods beginning after January 1, 2023 are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with the incurred loss model under the previously applicable GAAP.
The following table illustrates the impact of the adoption of CECL, and the transition away from the incurred loss method, on January 1, 2023. The impact to the ACL is presented at the loan segment level:
| | | | | | | | | | | | | | | | | |
| January 1, 2023 |
| Reserves under Incurred Loss Model | | Reserves under CECL Model | | Impact of CECL Adoption |
Financial Assets: | | | | | |
Commercial loans: | | | | | |
Commercial real estate | $ | 13,558 | | | $ | 16,415 | | | $ | 2,857 | |
Acquisition and development | 3,214 | | | 3,000 | | | (214) | |
Commercial and industrial | 4,505 | | | 5,433 | | | 928 | |
Municipal | 24 | | | 193 | | | 169 | |
Consumer loans: | | | | | |
Residential mortgage | 3,444 | | | 2,323 | | | (1,121) | |
Installment and other | 188 | | | 237 | | | 49 | |
Unallocated reserve | 245 | | | — | | | (245) | |
Allowance for credit losses on loans | $ | 25,178 | | | $ | 27,601 | | | $ | 2,423 | |
Liabilities: | | | | | |
Allowance for credit losses on off-balance sheet credit exposures | $ | 1,633 | | | $ | 1,733 | | | $ | 100 | |
The ACL represents the amount that, in management's judgment, appropriately reflects credit losses inherent in the loan portfolio at the balance sheet date. Loans deemed to be uncollectible are charged against the ACL on loans, and subsequent recoveries, if any, are credited to the ACL on loans when received. Changes to the ACL are recorded through the provision for credit losses on loans in the consolidated statements of income.
The ACL is maintained at a level considered appropriate to absorb credit losses over the expected life of the loan. The ACL for expected credit losses is determined based on a quantitative assessment of two categories of loans: collectively evaluated loans and individually evaluated loans. In addition, the ACL also includes a qualitative component which adjusts the CECL model results for risk factors that are not considered within the CECL model, but are relevant in assessing the expected credit losses within the loan classes.
The ACL on loans is measured on a collective basis when similar risk characteristics exist within the Company's loan segments between commercial and consumer. For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code in order to group loans with similar risk characteristics. Each of these loan segments are broken down into multiple loan classes, which are characterized by loan type, collateral type, risk attributions and the manner in which management monitors the performance of the borrower. The risks associated with lending activities differ and are subject to the impact of change in interest rates, market conditions and the impact on the collateral securing the loans, and general economic conditions. The commercial loan segment includes commercial real estate, acquisition and development, commercial and industrial and municipal loan classes. The consumer loan segment includes residential mortgage, installment and other consumer loans.
Loans collectively evaluated includes loans on accrual status, except for loans previously restructured that do not share similar risk characteristics which are individually evaluated. The ACL for loans collectively evaluated is measured using a lifetime expected loss rate model that considers historical loss performance and past events in addition to forecasts of future economic conditions. The Company elected to use the DCF methodology for the quantitative analysis for the majority of its loan segments, which applies the probability of default to future cash flows, using a loss driver model and loss given default factors, and then adjusts to the net present value to derive the required reserve. The probability of default estimates are derived through the application of reasonable and supportable economic forecasts to the regression models, which incorporates the Company's and peer loss-rate data, unemployment rate and GDP. The reasonable and supportable forecasts of the selected economic metrics are then input into the regression model to calculate an expected default rate. The expected default rates are then applied to expected loan balances estimated through the consideration of contractual repayment terms and expected prepayments. The prepayment and curtailment assumptions adjust the contractual terms of the loan to arrive at the expected cash flows. The development and validation of credit models also included determining the length of the reasonable and supportable forecast and regression period and utilizing national peer group historical loss rates. Management selected the
national unemployment rate and GDP as the drivers of the quantitative portion of collectively evaluated reserves on loan classes reliant upon the DCF methodology, primarily as a result of high correlation coefficients identified in regression modeling. For the consumer loan segment, the quantitative reserve was calculated using the remaining life methodology where the average historical bank-specific and peer loss rates are applied to expected loan balances over an estimated remaining life of loans. The estimated remaining life is calculated using historical bank-specific loan attrition data.
Loans that do not share similar risk characteristics are evaluated on an individual basis, and are excluded from the collective evaluation for the ACL. Loans identified to be individually evaluated under CECL include loans on nonaccrual status and may include accruing loans that do not share similar risk characteristics to other accruing loans collectively evaluated. A specific reserve analysis is applied to the individually evaluated loans, which considers collateral value, an observable market price or the present value of expected future cash flows. A specific reserve may be assigned if the measured value of the loan using one of the before mentioned methods is less than the current carrying value of the loans.
A loan is considered collateral-dependent when the Company determines foreclosure is probable or the borrower is experiencing financial difficulty and the Company expects repayment to be provided substantially through the operation or sale of the collateral. Collateral could be in the form of real estate, equipment or business assets. An ACL may result for a collateral-dependent loan if the fair value of the underlying collateral, as of the reporting date, adjusted for expected costs to repair or sell, was less than the amortized cost basis of the loan. If repayment of the loan is instead dependent only on the operation, rather than the sale of the collateral, the measure of the ACL does not incorporate estimated costs to sell. For loans analyzed on the basis of projected future principal and interest cash flows, the Company will discount the expected cash flows at the effective interest rate of the loan, and an ACL would result if the present value of expected cash flows was less than the amortized cost basis of the loan.
Based on management's analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the quantitatively calculated reserve on collectively evaluated loans. As the quantitative reserve calculation incorporates historical conditions, management may consider an additional or reduced reserve is warranted through qualitative risk factors based on current and expected conditions. These qualitative risk factors considered by management are comparable to legacy factors prior to the adoption of CECL and include significant or unexpected changes in:
•Lending policies, procedures, underwriting standards and recovery practices;
•Nature and volume of loans;
•Concentrations of credit;
•Collateral valuation trends;
•Delinquency and classified loan trends;
•Experience, ability and depth of management and lending staff;
•Quality of loan review system; and
•Economic conditions and other external factors.
For PCD loans, the nonaccrual status is determined in the same manner as for other loans. Prior to the adoption of CECL, these PCD loans were classified as PCI loans and accounted for under ASC Subtopic 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"). In accordance with the CECL standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the adoption date. As permitted by CECL, the Company elected to account for its PCD loans under ASC 310-20, Receivables - Nonrefundable Fees and Other Assets ("ASC 310-20"). These loans are initially recorded at fair value, and include credit and interest rate marks associated with acquisition accounting adjustments. Purchase premiums or discounts are subsequently amortized as an adjustment to yield over the estimated contractual lives of the loans. Under ASC 310-20, the acquired loans are analyzed on an individual asset level, and no longer maintained in pools and accounted for as units of accounts, which would permit treating each pool as a single asset. The impact of this election resulted in loans reported as nonaccrual and individually evaluated for credit expected losses under the CECL methodology.
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminated the TDR accounting model, and requires that the Company evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty, if the modification results in a more-than-insignificant direct change in the contractual cash flows and whether the modifications represent terms that would result in a new loan or a continuation of an existing loan. The Company refers to these loans as "financial difficulty modifications" or "FDMs." This change required all loan modifications to be accounted for under the general loan modification guidance in ASC 310-20, Receivables – Nonrefundable Fees and Other Costs, and subject entities to new disclosure requirements on loan modifications to borrowers experiencing financial difficulty. If a modification occurs
while the loan is on accrual status, it will continue to accrue interest under the modified terms. After the initial modification and recognition of a FDM, the Company will monitor the performance of the borrower. If no subsequent qualifying modifications are made to the FDM, the loan does not require disclosure in the current period's disclosures after the one-year period has elapsed. Upon adoption of CECL, the TDRs were evaluated and included in the CECL loan segment pools if the loans shared similar risk characteristics to other loans in the pool or remained with loans individually evaluated for which the ACL was measured using the collateral-dependent or DCF method. In addition, ASU 2022-02 provides enhanced disclosure requirements for certain loan refinancing and restructurings and disclosure of current period gross charge-offs for financing receivables by year of origination in the vintage disclosures. On January 1, 2023, the Company adopted ASU 2022-02 on a modified retrospective basis, which did not have a material impact on the consolidated financial statements.
A comprehensive analysis of the ACL is performed by the Company on a quarterly basis. Management evaluates the adequacy of the ACL utilizing a defined methodology to determine if it properly addresses the current and expected risks in the loan portfolio, which considers the performance of borrowers and specific evaluation of individually evaluated loans including historical loss experiences, trends in delinquencies, nonperforming loans and other risk assets, and the qualitative factors. Risk factors are continuously reviewed and adjusted, as needed, by management when conditions support a change. Management believes its approach properly addresses relevant accounting and bank regulatory guidance for loans both collectively and individually evaluated. The results of the comprehensive analysis, including recommended changes, are governed by the Company's Reserve Adequacy Committee, whose members were also a part of the Company's CECL Committee.
Acquired Loans - Loans that are purchased are accounted for similar to originated loans, whereby an ACL is recognized with a corresponding increase to the provision for credit losses in the consolidated statements of income. PCD loans are recorded at their purchase price plus the ACL expected at the time of acquisition resulting in a gross up of the amortized cost of the loans. Subsequent changes in the ACL from the initial ACL estimate are recorded as provision for credit losses in the consolidated statements of income.
Loan Commitments and Related Financial Instruments – Financial instruments include off-balance sheet credit commitments issued to meet client financing needs, such as commitments to make loans and commercial letters of credit. These financial instruments are recorded when they are funded. The face amount represents the exposure to loss, before considering client collateral or ability to repay. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from the contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The ACL on off-balance sheet credit exposures includes consideration of the utilization rates expected on the loan commitments, and estimates the expected credit losses for the undrawn commitments by the loan segments. The ACL on off-balance sheet credit exposures is recorded in other liabilities on the consolidated balance sheets and is adjusted through the provision for credit losses in the consolidated statements of income.
Loans Serviced – The Bank administers secondary market mortgage programs available through the FHLB and the Federal National Mortgage Association ("FNMA") and offers residential mortgage products and services to clients. The Bank originates single-family residential mortgage loans for sale in the secondary market and retains the servicing of those loans. At December 31, 2023 and 2022, the balance of loans serviced for others totaled $466.7 million and $495.0 million, respectively.
Transfers of Financial Assets – Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Cash Surrender Value of Life Insurance – The Company has purchased life insurance policies on certain employees. Life insurance is recorded at the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Derivatives - FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered
fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.
The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company's objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps or interest rate caps as part of its interest rate risk management strategy.
Interest rate swaps designated as cash flow hedges involve the receipt of fixed or variable amounts from a counterparty in exchange for the Company making variable-rate or fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Changes to the fair value of derivatives designated and that qualify as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The Company discontinues cash flow hedge accounting if it is probable the forecasted hedged transactions will not occur in the initially identified time period due to circumstances. Upon discontinuance, the associated gains and losses deferred in AOCI are reclassified immediately into earnings and subsequent changes in the fair value of the cash flow hedge are recognized in earnings.
In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815), Fair Value Hedging - Portfolio Layer Method. This update clarified the guidance in Topic 815 on fair value hedge accounting of interest rate risk for financial asset portfolios by allowing entities to apply the "portfolio layer" method to portfolios of all financial assets, including both prepayable an nonprepayable financial assets. The model allows entities to designate multiple layers in a single portfolio as individual hedged items and also allows entities the flexibility to use any type of derivative (or combination of derivatives) by applying the multiple-layer model that aligns with its risk management strategy. At any time after the initial hedge designation, no assets may be added to a closed portfolio once it is designated in a portfolio layer method hedge; however, new hedging relationships associated with the portfolio may be designated and existing hedging relationships associated with the portfolio may be dedesignated to align with an entity’s evolving strategy for managing interest rate risk on a timely basis. Under the portfolio layer method, the basis of the portfolio assets is generally adjusted at the portfolio level rather than being allocated to individual assets within the portfolio, except when the allocation of basis adjustments is required by other areas of GAAP.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The gain or loss on the fair value hedge, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as the fair value changes. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability.
Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps and interest rate caps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps and interest rate caps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.
The Company also may enter into risk participation agreements with a financial institution counterparty for an interest rate derivative contract related to a loan in which the Company may be a participant or the agent bank. The risk participation agreement provides credit protection to the agent bank should the borrower fail to perform on its interest rate derivative contracts with the agent bank. The Company manages its credit risk on risk participation agreements by monitoring the creditworthiness of the borrower, which is based on the same credit review process as though the Company had entered into the derivative directly with the borrower. The notional amount of a risk participation agreement reflects the Company's pro-rata share of the derivative instrument, consistent with its share of the related participated loan. Changes in the fair value of the risk participation agreement are recognized directly into earnings.
As a part of its normal residential mortgage operations, the Company will enter into an interest rate lock commitment with a potential borrower. The Company may enter into a corresponding commitment with an investor to sell that loan at a specific price shortly after origination. In accordance with FASB ASC 820, adjustments are recorded through earnings to account for the
net change in fair value of these held for sale loans. The fair value of held for sale loans can vary based on the interest rate locked with the customer and the current market interest rate at the balance sheet date.
Premises and Equipment – Buildings, improvements, equipment, and furniture and fixtures are carried at cost less accumulated depreciation and amortization. Land is carried at cost. Depreciation and amortization has been recognized generally on the straight-line method and is computed over the estimated useful lives of the various assets as follows: buildings and improvements, including leasehold improvements – 10 to 40 years; and furniture and equipment – 3 to 15 years. Leasehold improvements are amortized over the shorter of the lease term or the indicated life. Repairs and maintenance are charged to operations as incurred, while additions and improvements are typically capitalized. Gains or losses on the retirement or disposal of individual assets is recorded as income or expense in the period of retirement or disposal. Premises no longer in use and held for sale are included in other assets on the consolidated balance sheets at the lower of carrying value or fair value and no depreciation is charged on them. At December 31, 2023 and 2022, premises held-for-sale totaled zero and $2.0 million, respectively.
Leases - The Company evaluates its contracts at inception to determine if an arrangement either is a lease or contains one. Operating lease ROU assets are included in other assets and operating lease liabilities in accrued interest payable and other liabilities in the consolidated balance sheets. The Company had no finance leases at December 31, 2023.
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate, so the Company's incremental borrowing rate is used, which approximates its fully collateralized borrowing rate, based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is reevaluated upon lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. In calculating the present value of lease payments, the Company may include options to extend the lease when it is reasonably certain that it will exercise that option.
In accordance with ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), the Company keeps leases with an initial term of 12 months or less off of the balance sheet. The Company recognizes these lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for them as a single lease component.
The Company's operating leases relate primarily to bank branches and office space. The difference between the lease assets and lease liabilities primarily consists of deferred rent liabilities to reduce the measurement of the lease assets.
Goodwill and Other Intangible Assets – Goodwill is calculated as the purchase premium, if any, after adjusting for the fair value of net assets acquired in purchase transactions. Goodwill is not amortized, but is reviewed for potential impairment on at least an annual basis, with testing between annual tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit. Other intangible assets represent purchased assets that can be distinguished from goodwill because of contractual or other legal rights. The Company’s other intangible assets have finite lives and are amortized on either an accelerated amortization method or straight-line basis over their estimated lives, generally 10 years for deposit premiums and 7 to 15 years for other client relationship intangibles.
Mortgage Servicing Rights – The estimated fair value of MSRs related to loans sold and serviced by the Company is recorded as an asset upon the sale of such loans. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are evaluated periodically for impairment by comparing the carrying amount to estimated fair value. Fair value is determined periodically through a DCF valuation performed by a third party. Significant inputs to the valuation include expected servicing income, net of expense, the discount rate and the expected life of the underlying loans. To the extent the amortized cost of the MSRs exceeds their estimated fair values, a valuation allowance is established for such impairment through a charge against servicing income on the consolidated statements of income. If the Company determines, based on subsequent valuations, that the impairment no longer exists or is reduced, the valuation allowance is reduced through a credit to earnings. MSRs, net of the valuation allowance, totaled $3.7 million and $4.0 million at December 31, 2023 and 2022, respectively, and are included in other assets on the consolidated balance sheets.
Foreclosed Real Estate – Real estate acquired through foreclosure or other means is initially recorded at the fair value of the related real estate collateral at the transfer date less estimated selling costs, and subsequently at the lower of its carrying value or fair value less estimated costs to sell. Fair value is determined based on an independent third party appraisal of the property or, when appropriate, a recent sales offer. Costs to maintain such real estate are expensed as incurred. Costs that significantly improve the value of the properties are capitalized. The Company had no real estate acquired through foreclosure or other means at December 31, 2023 and 2022.
Investments in Real Estate Partnerships – The Company has a 99% limited partnership interest in several real estate partnerships in central Pennsylvania. These investments are affordable housing projects, which entitle the Company to tax deductions and credits that expire through 2025. The Company accounts for its investments in affordable housing projects under the proportional amortization method when the criteria are met. The investment in these real estate partnerships, included in other assets on the consolidated balance sheets, totaled $2.6 million and $2.1 million at December 31, 2023 and 2022, respectively.
Equity method losses totaled $322 thousand, $274 thousand and $272 thousand for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in other noninterest income on the consolidated statements of income. Proportional amortization method losses totaled $214 thousand for the years ended December 31, 2023, 2022 and 2021, and are included in income tax expense on the consolidated statements of income. During 2023, 2022 and 2021, the Company recognized federal tax credits from these projects totaling $260 thousand, $260 thousand and $315 thousand, respectively, which are included in income tax expense on the consolidated statements of income.
Advertising – The Company expenses advertising as incurred. Advertising expense totaled $502 thousand, $482 thousand and $392 thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
Repurchase Agreements – The Company may enter into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities which are included in short-term borrowings on the consolidated balance sheets. Under these agreements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the Company’s consolidated balance sheets, while the securities underlying the repurchase agreements remaining are reflected in AFS securities. The repurchase obligation and underlying securities are not offset or netted as the Company does not enter into reverse repurchase agreements.
The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fail to make an interest payment to the counterparty). For the repurchase agreements, the collateral is held by the Company in a segregated custodial account under a third party agreement. Repurchase agreements are secured by U.S. government or government-sponsored debt securities and mature overnight.
Stock Compensation Plans – The Company has stock compensation plans that cover employees and non-employee directors. Compensation expense relating to share-based payment transactions is measured based on the grant date fair value of the share award, including a Black-Scholes model for stock options. Compensation expense for all stock awards is calculated and recognized over the employees’ or non-employee directors' service period, generally defined as the vesting period. There were no outstanding and exercisable stock options at December 31, 2023 and 2022.
Income Taxes – Income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of enacted tax law to taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more likely than not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more likely than not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes interest and penalties, if any, on income taxes as a component of income tax expense.
The Company may earn federal tax credits from its investments in real estate and solar energy tax equity partnerships. The Company accounts for its investments in affordable housing projects under the proportional amortization method when the criteria are met and under the deferral method of accounting for its solar energy tax equity investments.
Loss Contingencies – Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.
Treasury Stock – Common stock shares repurchased are recorded as treasury stock, at cost on the consolidated balance sheets, on a settlement date basis.
Earnings Per Share – Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Restricted stock awards are included in weighted average common shares outstanding as they are earned. Diluted earnings per share includes additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate solely to outstanding stock options and restricted stock awards and are determined using the treasury stock method. Treasury shares are not deemed outstanding for earnings per share calculations. There were no outstanding and exercisable stock options at December 31, 2023 and 2022.
Comprehensive Income – Comprehensive income consists of net income and OCI. Unrealized gains (losses) on AFS securities and interest rate swaps used in cash flow hedges, net of tax, were the components of AOCI at December 31, 2023 and 2022.
Fair Value – Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in the Note 20 to the consolidated financial statements. Fair value estimates involve uncertainties and matters of significant judgment. Changes in assumptions or in market conditions could significantly affect the estimates.
Segment Reporting – The Company operates in one segment – Community Banking. The Company’s non-community banking activities are insignificant to the consolidated financial statements.
Recently Adopted Accounting Standards
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 contained optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The optional expedients apply consistently to all contracts or transactions within the scope of this topic, while the optional expedients for hedging relationships can be elected on an individual basis. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This update defers the sunset date for applying the reference rate relief by two years to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. In 2021, the administrator of LIBOR delayed the intended cessation date of certain tenors of LIBOR to June 30, 2023. After June 30, 2023, the publication of the one-month, three-month and twelve-month tenors of LIBOR ceased.
The Company had a cross-functional working group who led the transition from LIBOR to the adoption of an alternate index. This group identified the loans and financial instruments indexed to LIBOR, verified proper transition language existed in the contracts and executed contractual updates, as needed, with the impacted borrowers. The Company replaced LIBOR, in most cases with the 30-Day Average SOFR or Term SOFR, in its loan agreements and will utilize Fallback Rate SOFR where prescribed. The implementation of Topic 848 did not have a significant impact on the Company's financial statements.
Recent Accounting Pronouncements
In March 2023, the FASB issued ASU No. 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. Under current GAAP, an entity can only elect to apply the proportional amortization method to investments in low-income housing tax credit ("LIHTC") structures. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the consolidated statements of income as a component of income tax expense (benefit). The amendments will allow entities to elect to account for all other equity investments made primarily for the purpose of receiving income tax credits to using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, when certain conditions are met. The amendments are effective for fiscal years beginning after December 15, 2023, and may be adopted either on a modified retrospective basis or retrospectively. The Company is currently evaluating the impact of this guidance on its equity investments; however, the Company does not anticipate that the amendment will significantly impact its financial condition and results of operations.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The updated guidance requires enhanced disclosures for significant expenses by reportable operating segments. The significant expense categories would be those regularly provided to the Company's chief operating decision-
maker ("CODM") and included in an operating segment's measures of profit or loss. Other required disclosures include the composition of other segment items, the title and position of the CODM and an explanation on how the CODM evaluates and uses the reportable segment's performance. This guidance for segment reporting is effective for fiscal years beginning after December 15, 2023 and interim periods with fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the new standard for annual reporting period beginning January 1, 2024 and for interim periods beginning January 1, 2025. The Company is not currently required to report segment information and, as such, does not anticipate that the updated guidance will have a significant impact to its consolidated financial statements.
In December 2023, the Financial Accounting Standards Board issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require updates to the disclosures of the income tax rate reconciliation and income taxes paid. The income tax rate reconciliation will require expanded disclosure, using percentages and reporting currency amounts, to include specific categories, including state and local income tax, net of the federal income tax effect, tax credits and nontaxable and nondeductible items, with additional qualitative explanations of individually significant reconciling items. The amount of income taxes paid will require disaggregation by jurisdictional categories: federal, state and foreign. This guidance for income tax disclosures is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the updated guidance; however, does not expect it to have a significant impact to its consolidated financial statements.
NOTE 2. PENDING MERGER
On December 12, 2023, the Company entered into an Agreement and Plan of Merger with Codorus Valley Bancorp, Inc., a Pennsylvania corporation (“Codorus Valley” or "CVLY"), pursuant to which Codorus Valley will be merged with and into Orrstown, with Orrstown as the surviving corporation (the “Merger”). Promptly following the Merger, Codorus Valley’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank, will be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of Orrstown, with Orrstown Bank as the surviving bank.
The consideration payable to Codorus Valley shareholders upon completion of the Merger will consist of whole shares of Orrstown common stock, no par value per share (“Orrstown Common Stock”), and cash in lieu of fractional shares of Orrstown Common Stock. Upon consummation of Merger, each share of Codorus Valley common stock, $2.50 par value per share, excluding shares held in treasury by Codorus Valley, issued and outstanding immediately prior to the effective time of the Merger will be canceled and converted into the right to receive 0.875 shares of Orrstown Common Stock.
As of December 31, 2023, CVLY had total assets of $2.2 billion, total loans of $1.7 billion, total deposits of $1.9 billion and operated 22 full-service branches and eight limited purpose branches in Pennsylvania and Maryland, in addition to 9,644,000 common shares outstanding. The transaction is subject to regulatory approvals and satisfaction of customary closing conditions, including approval from Orrstown and CVLY shareholders. The transaction is expected to close in the third quarter of 2024.
NOTE 3. INVESTMENT SECURITIES
At December 31, 2023 and 2022, all investment securities were classified as AFS. The following table summarizes amortized cost and fair value of AFS securities, and the corresponding amounts of gross unrealized gains and losses recognized in AOCI at December 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Allowance for Credit Losses | | Fair Value |
December 31, 2023 | | | | | | | | | |
U.S. Treasury securities | $ | 20,057 | | | $ | — | | | $ | 2,217 | | | $ | — | | | $ | 17,840 | |
U.S. government agencies | 3,994 | | | 157 | | | — | | | — | | | 4,151 | |
| | | | | | | | | |
States and political subdivisions | 221,624 | | | 28 | | | 18,530 | | | — | | | 203,122 | |
GSE residential MBSs | 61,669 | | | — | | | 4,037 | | | — | | | 57,632 | |
GSE commercial MBSs | 4,387 | | | 356 | | | — | | | — | | | 4,743 | |
GSE residential CMOs | 79,284 | | | 18 | | | 6,200 | | | — | | | 73,102 | |
| | | | | | | | | |
Non-agency CMOs | 48,162 | | | 316 | | | 3,809 | | | — | | | 44,669 | |
| | | | | | | | | |
| | | | | | | | | |
Asset-backed | 109,786 | | | 442 | | | 2,094 | | | — | | | 108,134 | |
Other | 126 | | | — | | | — | | | — | | | 126 | |
Totals | $ | 549,089 | | | $ | 1,317 | | | $ | 36,887 | | | $ | — | | | $ | 513,519 | |
December 31, 2022 | | | | | | | | | |
U.S. Treasury securities | $ | 20,070 | | | $ | — | | | $ | 2,779 | | | n/a | | $ | 17,291 | |
U.S. government agencies | 4,907 | | | 228 | | | — | | | n/a | | 5,135 | |
| | | | | | | | | |
States and political subdivisions | 225,825 | | | 19 | | | 28,430 | | | n/a | | 197,414 | |
GSE residential MBSs | 63,778 | | | — | | | 4376 | | | n/a | | 59,402 | |
| | | | | | | | | |
GSE residential CMOs | 75,446 | | | — | | | 7,068 | | | n/a | | 68,378 | |
| | | | | | | | | |
Non-agency CMOs | 42,298 | | | 243 | | | 2,783 | | | n/a | | 39,758 | |
| | | | | | | | | |
| | | | | | | | | |
Asset-backed | 130,577 | | | — | | | 4,604 | | | n/a | | 125,973 | |
Other | 377 | | | — | | | — | | | n/a | | 377 | |
Totals | $ | 563,278 | | | $ | 490 | | | $ | 50,040 | | | n/a | | $ | 513,728 | |
The following table summarizes investment securities with unrealized losses at December 31, 2023 and 2022, aggregated by major security type and length of time in a continuous unrealized loss position. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months or More | | Total |
| # of Securities | | Fair Value | | Unrealized Losses | | # of Securities | | Fair Value | | Unrealized Losses | | # of Securities | | Fair Value | | Unrealized Losses |
December 31, 2023 | | | | | | | | | | | | | | | | | |
U.S. Treasury securities | — | | | $ | — | | | $ | — | | | 3 | | | $ | 17,840 | | | $ | 2,217 | | | 3 | | | $ | 17,840 | | | $ | 2,217 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
States and political subdivisions | 4 | | | 2,419 | | | 53 | | | 40 | | | 199,933 | | | 18,477 | | | 44 | | | 202,352 | | | 18,530 | |
GSE residential MBSs | — | | | — | | | — | | | 15 | | | 57,632 | | | 4,037 | | | 15 | | | 57,632 | | | 4,037 | |
GSE residential CMOs | 4 | | | 12,710 | | | 186 | | | 14 | | | 56,765 | | | 6,014 | | | 18 | | | 69,475 | | | 6,200 | |
Non-agency CMOs | 3 | | | 11,531 | | | 83 | | | 4 | | | 16,334 | | | 3,726 | | | 7 | | | 27,865 | | | 3,809 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Asset-backed | 1 | | | 865 | | | 4 | | | 15 | | | 74,407 | | | 2,090 | | | 16 | | | 75,272 | | | 2,094 | |
Totals | 12 | | | $ | 27,525 | | | $ | 326 | | | 91 | | | $ | 422,911 | | | $ | 36,561 | | | 103 | | | $ | 450,436 | | | $ | 36,887 | |
December 31, 2022 | | | | | | | | | | | | | | | | | |
U.S. Treasury securities | — | | | $ | 0 | | | $ | 0 | | | 3 | | | $ | 17,291 | | | $ | 2,779 | | | 3 | | | $ | 17,291 | | | $ | 2,779 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
States and political subdivisions | 29 | | | 135,579 | | | 13,809 | | | 17 | | | 60,102 | | | 14,621 | | | 46 | | | 195,681 | | | 28,430 | |
GSE residential MBSs | 5 | | | 26,100 | | | 925 | | | 10 | | | 33302 | | | 3451 | | | 15 | | | 59,402 | | | 4376 | |
GSE residential CMOs | 8 | | | 28,732 | | | 1,884 | | | 9 | | | 39,646 | | | 5,184 | | | 17 | | | 68,378 | | | 7,068 | |
Non-agency CMOs | 4 | | | 26,555 | | | 1,135 | | | 2 | | | 8,639 | | | 1,648 | | | 6 | | | 35,194 | | | 2,783 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Asset-backed | 17 | | | 78,873 | | | 2,432 | | | 5 | | | 47,100 | | | 2,172 | | | 22 | | | 125,973 | | | 4,604 | |
Totals | 63 | | | $ | 295,839 | | | $ | 20,185 | | | 46 | | | $ | 206,080 | | | $ | 29,855 | | | 109 | | | $ | 501,919 | | | $ | 50,040 | |
The Company is required to conduct an impairment evaluation on AFS securities to determine whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If these situations apply, the guidance requires the Company to reduce the security's amortized cost basis down to its fair value through earnings. The Company also evaluates the unrealized losses on AFS securities to determine if a security's decline in fair value below its amortized cost basis is due to credit factors. The evaluation is based upon factors such as the creditworthiness of the underlying borrowers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of a decline in the fair value of the security due to a credit factor. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost and near-term prospects of the issuer. If this assessment indicates that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security. Under the CECL standard, if the present value of the cash flows expected to be collected is less than the amortized cost, an ACL is recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized cost basis. Any additional amount of loss would be due to non-credit factors and is recorded in AOCI, net of taxes. If a credit loss is recognized in earnings, subsequent improvements to the expectation of collectability will be recognized through the ACL. If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in AOCI, net of taxes, on the consolidated statements of financial condition. Prior to implementation of the CECL standard, unrealized losses caused by a credit event would require the direct write-down of the AFS security through the OTTI approach.
The Company did not record an ACL on the AFS securities at December 31, 2023 or upon implementation of CECL on January 1, 2023. As of both periods, the Company considers the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit. In addition, the Company maintains that it has the intent and ability to hold these AFS securities until the amortized cost is recovered and it is more likely than not that any of the AFS securities in an unrealized loss position would not be required to be sold. At December 31, 2023 and December 31, 2022, unrealized losses were higher than prior periods due to market uncertainty resulting from inflation and higher interest rates and wider spreads from the time of the security purchase. At December 31, 2022, and 2021, the Company had no cumulative OTTI.
U.S. Treasury Securities. The unrealized losses presented in the table above have been caused by an increase in rates from the time these securities were purchased. Management considers the full faith and credit of the U.S. government in determining whether declines in fair value are due to credit factors.
States and Political Subdivisions. The unrealized losses presented in the table above have been caused by a rise in interest rates from the time these securities were purchased. Management evaluates the financial performance of the issuers, including the investment rating, the state of the issuer of the security and other credit support in determining whether declines in fair value are due to credit factors.
GSE Residential CMOs and GSE Residential MBS. The unrealized losses presented in the table above have been caused by a widening of spreads and a rise in interest rates from the time these securities were purchased. The contractual terms of these securities do not permit the issuer to settle the securities at a price less than its par value basis.
Non-agency CMOs. The unrealized losses presented in the table above were caused by a widening of spreads and a rise in interest rates from the time the securities were purchased. Management considers the investment rating and other credit support in its evaluation, including delinquencies and credit enhancements, in determining whether declines in fair value are due to credit factors.
Asset-backed. The unrealized losses presented in the table above were caused by a widening of spreads and a rise in the interest rates from the time the securities were purchased. Management considers the investment rating and other credit support, in its evaluation, including delinquencies and credit enhancements, in determining whether declines in fair value are due to credit factors.
The Company does not intend to sell the aforementioned investment securities with unrealized losses and it is more likely than not that the Company will not be required to sell them before recovery of their amortized cost basis, which may be maturity. In addition, the unrealized losses are not credit related. Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at December 31, 2023.
The following table summarizes amortized cost and fair value of investment securities by contractual maturity at December 31, 2023. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately. | | | | | | | | | | | |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | — | | | $ | — | |
Due after one year through five years | 31,419 | | | 28,368 | |
Due after five years through ten years | 56,449 | | | 51,231 | |
Due after ten years | 157,933 | | | 145,640 | |
CMOs and MBSs | 193,502 | | | 180,146 | |
Asset-backed | 109,786 | | | 108,134 | |
| $ | 549,089 | | | $ | 513,519 | |
The following table summarizes proceeds from sales of investment securities and gross gains and gross losses for the years ended December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
Proceeds from sale of investment securities | $ | 22,006 | | | $ | 31,330 | | | $ | 149,038 | |
Gross gains | 8 | | | 35 | | | 1,847 | |
Gross losses | 55 | | | 25 | | | 1,209 | |
During the year ended December 31, 2023, the Company recorded net investment security losses of $47 thousand, a net gain of $10 thousand for year ended December 31, 2022 and a net loss of $638 thousand for year ended December 31, 2021. During 2023, the Company sold three U.S. Treasury securities with a principal balance of $19.9 million for a nominal gain and six securities issued by state and political subdivisions with a principal balance of $2.2 million for a net loss of $44 thousand. During the year ended December 31, 2022, the Company sold 19 securities with a principal balance of $31.3 million for a net gain of $32 thousand. The Company recorded a loss of $171 thousand on a call of a non-agency CMO for the year ended December 31, 2022. Investment securities with a fair value of $439.7 million and $396.8 million at December 31, 2023 and 2022, respectively, were pledged to secure public funds and for other purposes as required or permitted by law.
NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The Company's loan portfolio is grouped into segments, which are further broken down into classes to allow management to monitor the performance by the borrower and to monitor the yield on the portfolio. The risks associated with lending activities differ among the various loan classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans, and general economic conditions. All of these factors may adversely impact both the borrower’s ability to repay its loans and associated collateral.
The Company has various types of commercial real estate loans, which have differing levels of credit risk. Owner occupied commercial real estate loans are generally dependent upon the successful operation of the borrower’s business, with
the cash flows generated from the business being the primary source of repayment of the loan. If the business suffers a downturn in sales or profitability, the borrower’s ability to repay the loan could be in jeopardy.
Non-owner occupied and multi-family commercial real estate loans and non-owner occupied residential loans present a different credit risk to the Company than owner occupied commercial real estate loans, as the repayment of the loan is dependent upon the borrower’s ability to generate a sufficient level of occupancy to produce rental income that exceeds debt service requirements and operating expenses. Lower occupancy or lease rates may result in a reduction in cash flows, which hinders the ability of the borrower to meet debt service requirements, and may result in lower collateral values. The Company generally recognizes that greater risk is inherent in these credit relationships as compared to owner occupied loans mentioned above.
Acquisition and development loans consist of 1-4 family residential construction and commercial and land development loans. The risk of loss on these loans is largely dependent on the Company’s ability to assess the property’s value at the completion of the project, which should exceed the property’s construction costs. During the construction phase, a number of factors could potentially negatively impact the collateral value, including cost overruns, delays in completing the project, competition, and real estate market conditions which may change based on the supply of similar properties in the area. In the event the collateral value at the completion of the project is not sufficient to cover the outstanding loan balance, the Company must rely upon other repayment sources, if any, including the guarantors of the project or other collateral securing the loan.
Commercial and industrial loans include advances to local and regional businesses for general commercial purposes and include permanent and short-term working capital, machinery and equipment financing, and may be either in the form of lines of credit or term loans. Although commercial and industrial loans may be unsecured to our highest-rated borrowers, the majority of these loans are secured by the borrower’s accounts receivable, inventory and machinery and equipment. In a significant number of these loans, the collateral also includes the business real estate or the business owner’s personal real estate or assets. Commercial and industrial loans present credit exposure to the Company, as they are more susceptible to risk of loss during a downturn in the economy as borrowers may have greater difficulty in meeting their debt service requirements and the value of the collateral may decline. The Company attempts to mitigate this risk through its underwriting standards, including evaluating the creditworthiness of the borrower and, to the extent available, credit ratings on the business. Additionally, monitoring of the loans through annual renewals and meetings with the borrowers are typical. However, these procedures cannot eliminate the risk of loss associated with commercial and industrial lending. At December 31, 2023 and 2022, commercial and industrial loans include $5.7 million and $13.8 million, respectively, of loans, net of deferred fees and costs, originated through the SBA PPP. At December 31, 2023, the Bank has $70 thousand of net deferred SBA PPP fees remaining to be recognized through net interest income over the remaining life of the loans. As these loans are 100% guaranteed by the SBA, there is no associated ACL at December 31, 2023 and 2022.
Municipal loans consist of extensions of credit to municipalities and school districts within the Company’s market area. These loans generally present a lower risk than commercial and industrial loans, as they are generally secured by the municipality’s full taxing authority, by revenue obligations, or by its ability to raise assessments on its clients for a specific utility.
The Company originates loans to its retail clients, including fixed-rate and adjustable first lien mortgage loans with the underlying 1-4 family owner occupied residential property securing the loan. The Company’s risk exposure is minimized in these types of loans through the evaluation of the creditworthiness of the borrower, including credit scores and debt-to-income ratios, and underwriting standards which limit the loan-to-value ratio to generally no more than 80% upon loan origination, unless the borrower obtains private mortgage insurance.
Home equity loans, including term loans and lines of credit, present a slightly higher risk to the Company than 1-4 family first liens, as these loans can be first or second liens on 1-4 family owner occupied residential property, but can have loan-to-value ratios of no greater than 85% of the value of the real estate taken as collateral. The creditworthiness of the borrower is considered including credit scores and debt-to-income ratios.
Installment and other loans’ credit risk are mitigated through prudent underwriting standards, including evaluation of the creditworthiness of the borrower through credit scores and debt-to-income ratios and, if secured, the collateral value of the assets. These loans can be unsecured or secured by assets the value of which may depreciate quickly or may fluctuate, and may present a greater risk to the Company than 1-4 family residential loans.
The following table presents the loan portfolio by segment and class, excluding residential LHFS, at December 31, 2023 and 2022. | | | | | | | | | | | |
| 2023 | | 2022 |
Commercial real estate: | | | |
Owner-occupied | $ | 373,757 | | | $ | 315,770 | |
Non-owner occupied | 694,638 | | | 608,043 | |
Multi-family | 150,675 | | | 138,832 | |
Non-owner occupied residential | 95,040 | | | 104,604 | |
Acquisition and development: | | | |
1-4 family residential construction | 24,516 | | | 25,068 | |
Commercial and land development | 115,249 | | | 158,308 | |
Commercial and industrial (1) | 367,085 | | | 357,774 | |
Municipal | 9,812 | | | 12,173 | |
Residential mortgage: | | | |
First lien | 266,239 | | | 229,849 | |
Home equity – term | 5,078 | | | 5,505 | |
Home equity – lines of credit | 186,450 | | | 183,241 | |
Installment and other loans | 9,774 | | | 12,065 | |
Total loans | $ | 2,298,313 | | | $ | 2,151,232 | |
(1) This balance includes $5.7 million and $13.8 million of SBA PPP loans, net of deferred fees and costs, at December 31, 2023 and 2022, respectively.
In order to monitor ongoing risk associated with its loan portfolio and specific loans within the segments, management uses an internal grading system. The first several rating categories, representing the lowest risk to the Bank, are combined and given a “Pass” rating. Management generally follows regulatory definitions in assigning criticized ratings to loans, including "Special Mention," "Substandard," "Doubtful" or "Loss." The Special Mention category includes loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Bank's position at some future date. These assets pose elevated risk, but their weakness does not yet justify a more severe, or classified rating. Substandard loans are classified as they have a well-defined weakness, or weaknesses that jeopardize liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Substandard loans include loans that management may determine to be either individually evaluated, referred to as "Substandard - Individually Evaluated Loan," or collectively evaluated, referred to as "Substandard Non-Individually Evaluated Loan." A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as Loss is deferred. Loss loans are considered uncollectible, as the borrowers are often in bankruptcy, have suspended debt repayments, or have ceased business operations. Once a loan is classified as Loss, there is little prospect of collecting the loan’s principal or interest and it is charged-off.
The Company has a loan review policy and program, which is designed to identify and monitor risk in the lending function. The Management ERM Committee, comprised of executive officers, senior officers and loan department personnel, is charged with the oversight of overall credit quality and risk exposure of the Company's loan portfolio. This includes the monitoring of the lending activities of all Company personnel with respect to underwriting and processing new loans and the timely follow-up and corrective action for loans showing signs of deterioration in quality. A loan review program provides the Company with an independent review of the commercial loan portfolio on an ongoing basis. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as extended delinquencies, bankruptcy, repossession or death of the borrower occurs, which heightens awareness as to a possible credit event.
Internal loan reviews are completed annually on all commercial relationships with a committed loan balance in excess of $1.0 million, which includes confirmation of risk rating by an independent credit officer. In addition, all commercial relationships greater than $500 thousand rated substandard, doubtful or loss are reviewed quarterly and corresponding risk ratings are changed or reaffirmed by the Company's Problem Loan Committee, with subsequent reporting to the Management ERM Committee and the Board of Directors.
The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of December 31, 2023. For residential and consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan and payment activity, which residential mortgage and installment and other consumer loans are presented below based on payment performance: performing or nonperforming.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Loans Amortized Cost Basis by Origination Year | | | | | | |
As of December 31, 2023 | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving Loans Amortized Basis | | Revolving Loans Converted to Term | | Total |
Commercial Real Estate: | | | | | | | | | | | | | | | | |
Owner-occupied: | | | | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | | |
Pass | $ | 50,829 | | | $ | 103,192 | | | $ | 69,888 | | | $ | 21,232 | | | $ | 21,251 | | | $ | 62,634 | | | $ | 4,941 | | | $ | — | | | $ | 333,967 | |
Special mention | — | | | — | | | 2,517 | | | 1,176 | | | — | | | 1,314 | | | — | | | — | | | 5,007 | |
Substandard - Non-IEL | — | | | 9,923 | | | — | | | 6,075 | | | — | | | 2,687 | | | 312 | | | — | | | 18,997 | |
Substandard - IEL | — | | | — | | | — | | | 13,366 | | | — | | | 2,420 | | | — | | | — | | | 15,786 | |
Total owner-occupied loans | $ | 50,829 | | | $ | 113,115 | | | $ | 72,405 | | | $ | 41,849 | | | $ | 21,251 | | | $ | 69,055 | | | $ | 5,253 | | | $ | — | | | $ | 373,757 | |
Current period gross charge offs - owner-occupied | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Non-owner occupied: | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | | |
Pass | $ | 82,879 | | | $ | 102,212 | | | $ | 235,031 | | | $ | 83,652 | | | $ | 63,176 | | | $ | 120,696 | | | $ | 509 | | | $ | — | | | $ | 688,155 | |
Special mention | — | | | — | | | — | | | 524 | | | — | | | 2,112 | | | — | | | — | | | 2,636 | |
Substandard - Non-IEL | — | | | — | | | — | | | — | | | — | | | 2,739 | | | — | | | 868 | | | 3,607 | |
Substandard - IEL | — | | | — | | | — | | | — | | | — | | | 240 | | | — | | | — | | | 240 | |
Total non-owner occupied loans | $ | 82,879 | | | $ | 102,212 | | | $ | 235,031 | | | $ | 84,176 | | | $ | 63,176 | | | $ | 125,787 | | | $ | 509 | | | $ | 868 | | | $ | 694,638 | |
Current period gross charge offs - non-owner occupied | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Multi-family: | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | | |
Pass | $ | 2,701 | | | $ | 61,805 | | | $ | 28,541 | | | $ | 12,694 | | | $ | 7,437 | | | $ | 33,895 | | | $ | 117 | | | $ | — | | | $ | 147,190 | |
Special mention | — | | | — | | | — | | | — | | | 244 | | | 2,008 | | | — | | | — | | | 2,252 | |
Substandard - Non-IEL | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Substandard - IEL | — | | | — | | | — | | | — | | | — | | | 1,233 | | | — | | | — | | | 1,233 | |
Total multi-family loans | $ | 2,701 | | | $ | 61,805 | | | $ | 28,541 | | | $ | 12,694 | | | $ | 7,681 | | | $ | 37,136 | | | $ | 117 | | | $ | — | | | $ | 150,675 | |
Current period gross charge offs - multi-family | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Non-owner occupied residential: | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | | |
Pass | $ | 10,075 | | | $ | 20,473 | | | $ | 16,947 | | | $ | 7,974 | | | $ | 6,444 | | | $ | 28,319 | | | $ | 1,130 | | | $ | — | | | $ | 91,362 | |
Special mention | — | | | — | | | — | | | — | | | — | | | 731 | | | — | | | — | | | 731 | |
Substandard - Non-IEL | — | | | — | | | — | | | — | | | — | | | 375 | | | — | | | — | | | 375 | |
Substandard - IEL | 2 | | | — | | | 192 | | | 1,461 | | | — | | | 917 | | | — | | | — | | | 2,572 | |
Total non-owner occupied residential loans | $ | 10,077 | | | $ | 20,473 | | | $ | 17,139 | | | $ | 9,435 | | | $ | 6,444 | | | $ | 30,342 | | | $ | 1,130 | | | $ | — | | | $ | 95,040 | |
Current period gross charge offs - non-owner occupied residential | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 12 | | | $ | — | | | $ | — | | | $ | 12 | |
(continued) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Loans Amortized Cost Basis by Origination Year | | | | | | |
As of December 31, 2023 | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving Loans Amortized Basis | | Revolving Loans Converted to Term | | Total |
Acquisition and development: | | | | | | | | | | | | | | | | |
1-4 family residential construction: | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | |
Pass | $ | 18,820 | | | $ | 5,400 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 24,220 | |
Special mention | 222 | | | — | | | 74 | | | — | | | — | | | — | | | — | | | — | | | 296 | |
Substandard - Non-IEL | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Substandard - IEL | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total 1-4 family residential construction loans | $ | 19,042 | | | $ | 5,400 | | | $ | 74 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 24,516 | |
Current period gross charge offs - 1-4 family residential construction | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Commercial and land development: | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | |
Pass | $ | 28,829 | | | $ | 48,453 | | | $ | 9,847 | | | $ | 9,927 | | | $ | 110 | | | $ | 1,774 | | | $ | 6,574 | | | $ | 6,936 | | | $ | 112,450 | |
Special mention | — | | | — | | | — | | | 1,001 | | | — | | | 437 | | | — | | | — | | | 1,438 | |
Substandard - Non-IEL | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Substandard - IEL | — | | | — | | | — | | | — | | | — | | | 1,361 | | | — | | | — | | | 1,361 | |
Total commercial and land development loans | $ | 28,829 | | | $ | 48,453 | | | $ | 9,847 | | | $ | 10,928 | | | $ | 110 | | | $ | 3,572 | | | $ | 6,574 | | | $ | 6,936 | | | $ | 115,249 | |
Current period gross charge offs - commercial and land development | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Commercial and Industrial: | | | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | | |
Pass | $ | 67,735 | | | $ | 69,670 | | | $ | 67,117 | | | $ | 24,580 | | | $ | 10,753 | | | $ | 20,775 | | | $ | 86,475 | | | $ | 1,522 | | | $ | 348,627 | |
Special mention | — | | | 4,251 | | | 4,364 | | | 11 | | | 552 | | | 356 | | | 2,258 | | | — | | | 11,792 | |
Substandard - Non-IEL | — | | | — | | | 4,682 | | | — | | | 5 | | | 225 | | | 1,082 | | | — | | | 5,994 | |
Substandard - IEL | — | | | 69 | | | — | | | 7 | | | — | | | 455 | | | 141 | | | — | | | 672 | |
Total commercial and industrial loans | $ | 67,735 | | | $ | 73,990 | | | $ | 76,163 | | | $ | 24,598 | | | $ | 11,310 | | | $ | 21,811 | | | $ | 89,956 | | | $ | 1,522 | | | $ | 367,085 | |
Current period gross charge offs - commercial and industrial | $ | — | | | $ | 161 | | | $ | 106 | | | $ | — | | | $ | — | | | $ | 8 | | | $ | 473 | | | $ | — | | | $ | 748 | |
Municipal: | | | | | | | | | | | | | | | | | |
Risk rating | | | | | | | | | | | | | | | | | |
Pass | $ | — | | | $ | — | | | $ | 3,403 | | | $ | — | | | $ | — | | | $ | 6,409 | | | $ | — | | | $ | — | | | $ | 9,812 | |
Total municipal loans | $ | — | | | $ | — | | | $ | 3,403 | | | $ | — | | | $ | — | | | $ | 6,409 | | | $ | — | | | $ | — | | | $ | 9,812 | |
Current period gross charge offs - municipal | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Residential mortgage: | | | | | | | | | | | | | | | | |
First lien: | | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | | |
Performing | $ | 43,641 | | | $ | 71,311 | | | $ | 34,704 | | | $ | 8,056 | | | $ | 7,465 | | | $ | 97,943 | | | $ | — | | | $ | 638 | | | $ | 263,758 | |
Nonperforming | — | | | — | | | — | | | — | | | 120 | | | 2,361 | | | — | | | — | | | 2,481 | |
Total first lien loans | $ | 43,641 | | | $ | 71,311 | | | $ | 34,704 | | | $ | 8,056 | | | $ | 7,585 | | | $ | 100,304 | | | $ | — | | | $ | 638 | | | $ | 266,239 | |
Current period gross charge offs - first lien | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 58 | | | $ | — | | | $ | — | | | $ | 58 | |
Home equity - term: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | $ | 607 | | | $ | 732 | | | $ | 90 | | | $ | 426 | | | $ | 115 | | | $ | 3,105 | | | $ | — | | | $ | — | | | $ | 5,075 | |
Nonperforming | — | | | — | | | — | | | — | | | — | | | 3 | | | — | | | — | | | 3 | |
(continued) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Loans Amortized Cost Basis by Origination Year | | | | | | |
As of December 31, 2023 | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving Loans Amortized Basis | | Revolving Loans Converted to Term | | Total |
Total home equity - term loans | $ | 607 | | | $ | 732 | | | $ | 90 | | | $ | 426 | | | $ | 115 | | | $ | 3,108 | | | $ | — | | | $ | — | | | $ | 5,078 | |
Current period gross charge offs - home equity - term | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Home equity - lines of credit: | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 107,967 | | | $ | 77,171 | | | $ | 185,138 | |
Nonperforming | — | | | — | | | — | | | — | | | — | | | — | | | 1,296 | | | 16 | | | 1,312 | |
Total residential real estate - home equity - lines of credit loans | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 109,263 | | | $ | 77,187 | | | $ | 186,450 | |
Current period gross charge offs - home equity - lines of credit | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 40 | | | $ | — | | | $ | 40 | |
Installment and other loans: | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | $ | 758 | | | $ | 413 | | | $ | 332 | | | $ | 106 | | | $ | 670 | | | $ | 947 | | | $ | 6,500 | | | $ | — | | | $ | 9,726 | |
Nonperforming | 3 | | | — | | | — | | | — | | | 33 | | | 12 | | | — | | | — | | | 48 | |
Total Installment and other loans | $ | 761 | | | $ | 413 | | | $ | 332 | | | $ | 106 | | | $ | 703 | | | $ | 959 | | | $ | 6,500 | | | $ | — | | | $ | 9,774 | |
Current period gross charge offs - installment and other | $ | 181 | | | $ | 24 | | | $ | — | | | $ | — | | | $ | 4 | | | $ | 10 | | | $ | 28 | | | $ | — | | | $ | 247 | |
The information presented in the table above is not required for periods prior to the adoption of CECL. The following table summarizes the Company’s loan portfolio ratings based on its internal risk rating system at December 31, 2022, which presents the most comparable required information. Prior to the adoption of CECL, PCD loans were classified as PCI loans and accounted for under ASC 310-30. In accordance with the CECL standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the adoption date. At December 31, 2023, the amortized cost of the PCD loans was $8.6 million.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | Special Mention | | Non-Impaired Substandard | | Impaired - Substandard | | Doubtful | | PCI Loans | | Total |
December 31, 2022 | | | | | | | | | | | | | |
Commercial real estate: | | | | | | | | | | | | | |
Owner occupied | $ | 305,159 | | | $ | 2,109 | | | $ | 3,532 | | | $ | 2,767 | | | $ | — | | | $ | 2,203 | | | $ | 315,770 | |
Non-owner occupied | 601,244 | | | 4,243 | | | 2,273 | | | — | | | — | | | 283 | | | 608,043 | |
Multi-family | 130,851 | | | 7,739 | | | 242 | | | — | | | — | | | — | | | 138,832 | |
Non-owner occupied residential | 102,674 | | | 810 | | | 482 | | | 81 | | | — | | | 557 | | | 104,604 | |
Acquisition and development: | | | | | | | | | | | | | |
1-4 family residential construction | 25,068 | | | — | | | — | | | — | | | — | | | — | | | 25,068 | |
Commercial and land development | 142,424 | | | 458 | | | — | | | 15,426 | | | — | | | — | | | 158,308 | |
Commercial and industrial | 331,103 | | | 17,579 | | | 7,013 | | | 31 | | | — | | | 2,048 | | | 357,774 | |
Municipal | 12,173 | | | — | | | — | | | — | | | — | | | — | | | 12,173 | |
Residential mortgage: | | | | | | | | | | | | | |
First lien | 222,849 | | | — | | | 215 | | | 2,520 | | | — | | | 4,265 | | | 229,849 | |
Home equity - term | 5,485 | | | — | | | — | | | 5 | | | — | | | 15 | | | 5,505 | |
Home equity - lines of credit | 182,801 | | | — | | | 45 | | | 395 | | | — | | | — | | | 183,241 | |
Installment and other loans | 12,017 | | | — | | | — | | | 40 | | | — | | | 8 | | | 12,065 | |
| $ | 2,073,848 | | | $ | 32,938 | | | $ | 13,802 | | | $ | 21,265 | | | $ | — | | | $ | 9,379 | | | $ | 2,151,232 | |
For commercial real estate, acquisition and development, commercial and industrial and municipal segments, a loan is evaluated individually when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not individually evaluated. Generally, loans that are more than 90 days past due will be individually evaluated for a specific reserve. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed to determine if the loan should be placed on nonaccrual status. Nonaccrual loans are, by definition, deemed to be individually evaluated under CECL. A specific reserve allocation for individually evaluated loans is measured on a loan-by-loan basis for commercial and construction loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral. For loans that are experiencing financial difficulty for extended periods of time, periodic updates on fair values are obtained, which may include updated appraisals. Updated fair values are incorporated into the analysis in the next reporting period.
Loan charge-offs, which may include partial charge-offs, are taken on an individually evaluated loan that is collateral dependent if the carrying balance of the loan exceeds the appraised value of the collateral, the loan has been placed on nonaccrual status or identified as uncollectible, and it is deemed to be a confirmed loss. Typically, loans with a charge-off or partial charge-off will continue to be individually evaluated. Generally, an individually evaluated loan with a partial charge-off may continue to have a specific reserve on it after the partial charge-off, if factors warrant.
At December 31, 2023, the Company’s individually evaluated loans were measured based on the estimated fair value of the collateral securing the loan, except for purchased auto loans on nonaccrual status and accruing loans accounted for as TDRs prior to the adoption of ASU 2022-02. At December 31, 2022, except for TDRs, the Company's individually evaluated loans were measured based on the estimated fair value of the collateral securing the loan. Prior to the adoption of ASU 2022-02, by definition, TDRs were considered impaired and the related impairment analyses were initially based on DCF For real estate loans, collateral generally consists of commercial or residential real estate, but in the case of commercial and industrial loans, it could also consist of accounts receivable, inventory, equipment or other business assets. Commercial and industrial loans may also have real estate collateral.
Updated appraisals are generally required every 18 months for classified commercial loans in excess of $250 thousand. The “as is" value provided in the appraisal is often used as the fair value of the collateral in determining impairment, unless circumstances, such as subsequent improvements, approvals, or other circumstances, dictate that another value than that provided by the appraiser is more appropriate.
Generally, commercial loans secured by real estate that are evaluated individually are measured at fair value using certified real estate appraisals that had been completed within the last 18 months. Appraised values are discounted for estimated costs to sell the property and other selling considerations to arrive at the property’s fair value. In those situations, in which it is determined an updated appraisal is not required for loans individually evaluated for credit expected losses, fair values are based on either an existing appraisal or a DCF analysis as determined by management. The approaches are discussed below:
•Existing appraisal – if the existing appraisal provides a strong loan-to-value ratio (generally 70% or lower) and, after consideration of market conditions and knowledge of the property and area, it is determined by the Credit Administration staff that there has not been a significant deterioration in the collateral value, the existing certified appraised value may be used. Discounts to the appraised value, as deemed appropriate for selling costs, are factored into the fair value.
•Discounted cash flows – in limited cases, DCF may be used on projects in which the collateral is liquidated to reduce the borrowings outstanding, and is used to validate collateral values derived from other approaches.
Collateral on loans evaluated individually is not limited to real estate, and may consist of accounts receivable, inventory, equipment or other business assets. Estimated fair values are determined based on borrowers’ financial statements, inventory ledgers, accounts receivable aging or appraisals from individuals with knowledge in the business. Stated balances are generally discounted for the age of the financial information or the quality of the assets. In determining fair value, liquidation discounts are applied to this collateral based on existing loan evaluation policies.
The Company distinguishes substandard loans for both loans individually and collectively evaluated, as it places less emphasis on a loan’s classification, and increased reliance on whether the loan was performing in accordance with the contractual terms. A substandard classification does not automatically meet the definition of an individually evaluated loan. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual extensions of credit classified as substandard. As a result, the Company’s methodology includes an evaluation of certain accruing commercial real estate, acquisition and development, commercial and industrial and municipal loans rated substandard to be collectively evaluated for credit expected losses. Although the Company believes these loans meet the definition of substandard, they are generally performing and management has concluded that it is likely the Company will be able to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement.
Larger groups of smaller balance homogeneous loans are collectively evaluated for credit expected losses. Generally, the Company does not separately identify individual residential mortgage and installment and other consumer loans for disclosures, unless such loans are the subject of a modified agreement due to financial difficulties of the borrower.
The following table presents the amortized cost basis of nonaccrual loans, according to loan class, with and without reserves on individually evaluated loans as of December 31, 2023, as compared to nonaccrual loans at December 31, 2022. The Company did not recognize interest income on nonaccrual loans during the year ended December 31, 2023.
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| December 31, 2023 | | | | | | December 31, 2022 | | |
| Nonaccrual loans with a related ACL | | Nonaccrual loans with no related ACL | | Total nonaccrual loans | | Loans Past Due 90+ Accruing | | | | | | Total nonaccrual loans | | |
Commercial real estate: | | | | | | | | | | | | | | | |
Owner-occupied | $ | — | | | $ | 15,786 | | | $ | 15,786 | | | $ | — | | | | | | | $ | 2,767 | | | |
Non-owner occupied | — | | | 240 | | | 240 | | | — | | | | | | | — | | | |
Multi-family | — | | | 1,233 | | | 1,233 | | | — | | | | | | | — | | | |
Non-owner occupied residential | — | | | 2,572 | | | 2,572 | | | — | | | | | | | 81 | | | |
Acquisition and development: | | | | | | | | | | | | | | | |
1-4 family residential construction | — | | | — | | | — | | | — | | | | | | | — | | | |
Commercial and land development | — | | | 1,361 | | | 1,361 | | | — | | | | | | | 15,426 | | | |
Commercial and industrial | 68 | | | 604 | | | 672 | | | — | | | | | | | 31 | | | |
Municipal | — | | | — | | | — | | | — | | | | | | | — | | | |
Residential mortgage: | | | | | | | | | | | | | | | |
First lien | — | | | 2,309 | | | 2,309 | | | 66 | | | | | | | 1,838 | | | |
Home equity – term | — | | | 3 | | | 3 | | | — | | | | | | | 5 | | | |
Home equity – lines of credit | — | | | 1,312 | | | 1,312 | | | — | | | | | | | 395 | | | |
Installment and other loans | 3 | | | 36 | | | 39 | | | — | | | | | | | 40 | | | |
Total | $ | 71 | | | $ | 25,456 | | | $ | 25,527 | | | $ | 66 | | | | | | | $ | 20,583 | | | |
A loan is considered to be collateral-dependent when the borrower is experiencing financial difficulty and the repayment is expected to be provided substantially through the operation or sale of collateral. At December 31, 2023, substantially all individually evaluated loans were collateral-dependent and consisted primarily of commercial real estate, acquisition and development and residential mortgage loans, which were primarily secured by commercial or residential real estate. The Company’s collateral-dependent loans had appraised collateral values which exceeded the amortized cost basis of the related loan as of December 31, 2023, except one commercial and industrial loan and one consumer installment loan. The following table presents the amortized cost basis of collateral-dependent loans by class as of December 31, 2023:
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| Type of Collateral |
| Business Assets | | Commercial Real Estate | | Equipment | | Land | | Residential Real Estate | | | | Other | | Total |
Commercial real estate: | | | | | | | | | | | | | | | |
Owner occupied | $ | — | | | $ | 15,786 | | | $ | — | | | $ | — | | | $ | — | | | | | $ | — | | | $ | 15,786 | |
Non-owner occupied | — | | | 240 | | | — | | | — | | | — | | | | | — | | | 240 | |
Multi-family | — | | | 1,233 | | | — | | | — | | | — | | | | | — | | | 1,233 | |
Non-owner occupied residential | — | | | 2,572 | | | — | | | — | | | — | | | | | — | | | 2,572 | |
Acquisition and development: | | | | | | | | | | | | | | | |
1-4 family residential construction | — | | | — | | | — | | | — | | | — | | | | | — | | | — | |
Commercial and land development | — | | | — | | | — | | | 1,361 | | | — | | | | | — | | | 1,361 | |
Commercial and industrial | 2 | | | 76 | | | 594 | | | — | | | — | | | | | — | | | 672 | |
Municipal | — | | | — | | | — | | | — | | | — | | | | | — | | | — | |
Residential mortgage: | | | | | | | | | | | | | | | |
First lien | — | | | — | | | — | | | — | | | 2,231 | | | | | — | | | 2,231 | |
Home equity - term | — | | | — | | | — | | | — | | | 3 | | | | | — | | | 3 | |
Home equity - lines of credit | — | | | — | | | — | | | — | | | 1,312 | | | | | — | | | 1,312 | |
Installment and other loans | — | | | — | | | 18 | | | — | | | — | | | | | — | | | 18 | |
Total | $ | 2 | | | $ | 19,907 | | | $ | 612 | | | $ | 1,361 | | | $ | 3,546 | | | | | $ | — | | | $ | 25,428 | |
The information presented above in the nonaccrual loan table and the collateral-dependent table are not required for periods prior to the adoption of CECL. The following table, which excludes accruing PCI loans, presents the most comparable required information at December 31, 2022, which summarizes impaired loans by segment and class, segregated by those for which a specific allowance was required and those for which a specific allowance was not required at December 31, 2022. The recorded investment in loans excludes accrued interest receivable. Related allowances established generally pertain to those loans in which loan forbearance agreements were in the process of being negotiated or updated appraisals were pending, and any partial charge-off will be recorded when final information is received.
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| Impaired Loans with a Specific Allowance | | Impaired Loans with No Specific Allowance |
| Recorded Investment (Book Balance) | | Unpaid Principal Balance (Legal Balance) | | Related Allowance | | Recorded Investment (Book Balance) | | Unpaid Principal Balance (Legal Balance) |
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December 31, 2022 | | | | | | | | | |
Commercial real estate: | | | | | | | | | |
Owner-occupied | $ | — | | | $ | — | | | $ | — | | | $ | 2,767 | | | $ | 3,799 | |
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Non-owner occupied residential | — | | | — | | | — | | | 81 | | | 207 | |
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Commercial and industrial | — | | | — | | | — | | | 31 | | | 112 | |
Residential mortgage: | | | | | | | | | |
First lien | 178 | | | 178 | | | 28 | | | 2,342 | | | 3,126 | |
Home equity—term | — | | | — | | | — | | | 5 | | | 8 | |
Home equity—lines of credit | — | | | — | | | — | | | 395 | | | 684 | |
Installment and other loans | — | | | — | | | — | | | 40 | | | 40 | |
| $ | 178 | | | $ | 178 | | | $ | 28 | | | $ | 21,087 | | | $ | 23,402 | |
The following table, which excludes accruing PCI loans, presents the most comparable required information for the prior comparative periods and summarizes the average recorded investment in impaired loans and related recognized interest income for the years ended December 31, 2022 and 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | 2021 |
| | | | | Average Impaired Balance | | Interest Income Recognized | | Average Impaired Balance | | Interest Income Recognized |
Commercial real estate: | | | | | | | | | | | |
Owner-occupied | | | | | $ | 3,050 | | | $ | — | | | $ | 3,825 | | | $ | 1 | |
Non-owner occupied | | | | | — | | | — | | | — | | | — | |
Multi-family | | | | | — | | | — | | | — | | | — | |
Non-owner occupied residential | | | | | 96 | | | — | | | 225 | | | — | |
Acquisition and development: | | | | | | | | | | | |
| | | | | | | | | | | |
Commercial and land development | | | | | 1,187 | | | — | | | 187 | | | — | |
Commercial and industrial | | | | | 109 | | | — | | | 3,030 | | | — | |
Residential mortgage: | | | | | | | | | | | |
First lien | | | | | 2,389 | | | 33 | | | 2,539 | | | 43 | |
Home equity – term | | | | | 6 | | | — | | | 11 | | | — | |
Home equity – lines of credit | | | | | 405 | | | — | | | 521 | | | — | |
Installment and other loans | | | | | 44 | | | — | | | 25 | | | — | |
| | | | | $ | 7,286 | | | $ | 33 | | | $ | 10,363 | | | $ | 44 | |
On January 1, 2023, the Company adopted ASU 2022-02 on a modified retrospective basis. ASU 2022-02 eliminates the TDR accounting model, and requires that the Company evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty, if the modification results in a more-than-insignificant direct change in the contractual cash flows and results in a new loan or a continuation of an existing loan. This change required all loan modifications to be accounted for under the general loan modification guidance in ASC 310-20, Receivables – Nonrefundable Fees and Other Costs, and subject entities to new disclosure requirements on loan modifications to borrowers experiencing financial difficulty. Upon adoption of CECL, the TDRs were evaluated and included in the CECL loan segment pools if the loans shared similar risk characteristics to other loans in the pool or remained with individually evaluated loans for which the ACL was measured using the collateral-dependent or DCF method.
The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL. The Company may also provide multiple types of modifications on an individual loan.
The following table presents the amortized cost of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by loan class and by type of modification. The percentage of the amortized cost of loans that were modified to borrowers experiencing difficulty as compared to the amortized cost of loan class is also presented below. The Company has not committed to lend additional amounts to the borrowers included in the table below.
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| Principal Forgiveness | | Payment Delay | | Term Extension | | Interest Rate Reduction | | Combination Term Extension and Principal Forgiveness | | Combination Term Extension and Interest Rate Reductions | | Total Class of Financing Receivable |
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Acquisition and development: | | | | | | | | | | | | | |
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Commercial and land development | $ | — | | | $ | — | | | $ | 1,361 | | | $ | — | | | $ | — | | | $ | — | | | 1.18 | % |
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Installment and other loans | — | | | — | | | 9 | | | — | | | — | | | — | | | 0.09 | % |
The Company monitors the performance of the modified loans to borrowers experiencing financial difficulty to determine the effectiveness of its modification efforts. The following table presents the performance of the modified loans in the previous twelve months:
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| Current | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total | | Non-Accrual |
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Acquisition and development: | | | | | | | | | | | |
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Commercial and land development | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,361 | |
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Installment and other loans | 9 | | | — | | | — | | | — | | | 9 | | | — | |
Total: | $ | 9 | | | $ | — | | | $ | — | | | $ | — | | | $ | 9 | | | $ | 1,361 | |
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the year ended December 31, 2023. For loans modified to borrowers experiencing financial difficulty in the twelve months, there were no payment defaults in the subsequent twelve months.
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| Principal Forgiveness | | Weighted Average interest Rate Reduction | | Weighted Average Term Extension (in years) |
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Acquisition and development: | | | | | |
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Commercial and land development | — | | | — | % | | 1.0 |
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Installment and other loans | — | | | — | % | | 1.1 |
The following table presents the most comparable required information for impaired loans that were TDRs, with the recorded investment at December 31, 2022:
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| | | 2022 |
| | | | | Number of Contracts | | Recorded Investment |
Accruing: | | | | | | | |
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Residential mortgage: | | | | | | | |
First lien | | | | | 8 | | | 682 | |
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| | | | | 8 | | | 682 | |
Nonaccruing: | | | | | | | |
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Residential mortgage: | | | | | | | |
First lien | | | | | 4 | | | 212 | |
Installment and other loans | | | | | 1 | | | 2 | |
| | | | | 5 | | | 214 | |
| | | | | 13 | | | $ | 896 | |
The following table presents the number of loans modified as TDRs, and their pre-modification and post-modification investment balances for the year ended December 31, 2022. There were two new TDRs, both on non-accrual status for the year ended December 31, 2022. During 2022, one of the two new TDRs was paid off in full.
The loan presented in the table below was considered a TDR at December 31, 2022 as a result of the Company agreeing to a below market interest rate given the risk of the transaction and a term extension, in order to give the borrowers an opportunity to improve their cash flows. For new and accruing TDRs, impairment was generally assessed using a DCF analysis. For TDRs in default of their modified terms, impairment was generally determined on a collateral dependent approach.
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| Number of Contracts | | Pre- Modification Investment Balance | | Post- Modification Investment Balance |
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December 31, 2022 | | | | | |
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Installment and other loans | 1 | | | $ | 5 | | | $ | 2 | |
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Management further monitors the performance and credit quality of the loan portfolio by analyzing the length of time a portfolio is past due by aggregating loans based on its delinquencies. The following table presents the classes of the loan portfolio summarized by aging categories at December 31, 2023:
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| 30-59 Days Past Due | | 60-89 Days Past Due | | 90+ Days Past Due | | Total Past Due | | Loans Not Past Due | | Total Loans |
December 31, 2023 | | | | | | | | | | | |
Commercial real estate: | | | | | | | | | | | |
Owner occupied | $ | 13,852 | | | $ | — | | | $ | 117 | | | $ | 13,969 | | | $ | 359,788 | | | $ | 373,757 | |
Non-owner occupied | 152 | | | — | | | — | | | 152 | | | 694,486 | | | 694,638 | |
Multi-family | — | | | — | | | — | | | — | | | 150,675 | | | 150,675 | |
Non-owner occupied residential | — | | | — | | | 192 | | | 192 | | | 94,848 | | | 95,040 | |
Acquisition and development: | | | | | | | | | | | |
1-4 family residential construction | — | | | — | | | — | | | — | | | 24,516 | | | 24,516 | |
Commercial and land development | 16 | | | — | | | — | | | 16 | | | 115,233 | | | 115,249 | |
Commercial and industrial | 27 | | | 69 | | | 625 | | | 721 | | | 366,364 | | | 367,085 | |
Municipal | — | | | — | | | — | | | — | | | 9,812 | | | 9,812 | |
Residential mortgage: | | | | | | | | | | | — |
First lien | 5,433 | | | 1,058 | | | 721 | | | 7,212 | | | 259,027 | | | 266,239 | |
Home equity - term | 20 | | | 2 | | | — | | | 22 | | | 5,056 | | | 5,078 | |
Home equity - lines of credit | 1,801 | | | 100 | | | 839 | | | 2,740 | | | 183,710 | | | 186,450 | |
Installment and other loans | 84 | | | 28 | | | 19 | | | 131 | | | 9,643 | | | 9,774 | |
| $ | 21,385 | | | $ | 1,257 | | | $ | 2,513 | | | $ | 25,155 | | | $ | 2,273,158 | | | $ | 2,298,313 | |
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The following table presents the most comparable required information, which includes the classes of the loan portfolio summarized by aging categories of performing loans and nonaccrual loans at December 31, 2022:
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| | | Days Past Due | | | | | | |
| Current | | 30-59 | | 60-89 | | 90+ (still accruing) | | Total Past Due | | Non- Accrual | | Total Loans |
December 31, 2022 | | | | | | | | | | | | | |
Commercial real estate: | | | | | | | | | | | | | |
Owner-occupied | $ | 310,769 | | | $ | 31 | | | $ | — | | | $ | — | | | $ | 31 | | | $ | 2,767 | | | $ | 313,567 | |
Non-owner occupied | 607,760 | | | — | | | — | | | — | | | — | | | — | | | 607,760 | |
Multi-family | 138,832 | | | — | | | — | | | — | | | — | | | — | | | 138,832 | |
Non-owner occupied residential | 103,782 | | | 184 | | | — | | | — | | | 184 | | | 81 | | | 104,047 | |
Acquisition and development: | | | | | | | | | | | | | |
1-4 family residential construction | 24,622 | | | 446 | | | — | | | — | | | 446 | | | — | | | 25,068 | |
Commercial and land development | 142,613 | | | 269 | | | — | | | — | | | 269 | | | 15,426 | | | 158,308 | |
Commercial and industrial | 355,179 | | | 464 | | | 52 | | | — | | | 516 | | | 31 | | | 355,726 | |
Municipal | 12,173 | | | — | | | — | | | — | | | — | | | — | | | 12,173 | |
Residential mortgage: | | | | | | | | | | | | | |
First lien | 219,715 | | | 3,485 | | | 414 | | | 132 | | | 4,031 | | | 1,838 | | | 225,584 | |
Home equity – term | 5,485 | | | — | | | — | | | — | | | — | | | 5 | | | 5,490 | |
Home equity – lines of credit | 181,350 | | | 1,395 | | | 101 | | | — | | | 1,496 | | | 395 | | | 183,241 | |
Installment and other loans | 11,953 | | | 64 | | | — | | | — | | | 64 | | | 40 | | | 12,057 | |
Subtotal | 2,114,233 | | | 6,338 | | | 567 | | | 132 | | | 7,037 | | | 20,583 | | | 2,141,853 | |
Loans acquired with credit deterioration: | | | | | | | | | | |
Commercial real estate: | | | | | | | | | | | | | |
Owner-occupied | 2,203 | | | — | | | — | | | — | | | — | | | — | | | 2,203 | |
Non-owner occupied | 283 | | | — | | | — | | | — | | | — | | | — | | | 283 | |
| | | | | | | | | | | | | |
Non-owner occupied residential | 452 | | | — | | | — | | | 105 | | | 105 | | | — | | | 557 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Commercial and industrial | 2,048 | | | — | | | — | | | — | | | — | | | — | | | 2,048 | |
| | | | | | | | | | | | | |
Residential mortgage: | | | | | | | | | | | | | |
First lien | 3,657 | | | 327 | | | 79 | | | 202 | | | 608 | | | — | | | 4,265 | |
Home equity – term | 15 | | | — | | | — | | | — | | | — | | | — | | | 15 | |
| | | | | | | | | | | | | |
Installment and other loans | 8 | | | — | | | — | | | — | | | — | | | — | | | 8 | |
Subtotal | 8,666 | | | 327 | | | 79 | | | 307 | | | 713 | | | — | | | 9,379 | |
| $ | 2,122,899 | | | $ | 6,665 | | | $ | 646 | | | $ | 439 | | | $ | 7,750 | | | $ | 20,583 | | | $ | 2,151,232 | |
As disclosed in Note 1, on January 1, 2023 the Company implemented CECL and increased the ACL, previously the ALL, with a cumulative-effect adjustment to the ACL for loans of $2.4 million. The Company’s ACL is calculated quarterly, with any adjustment recorded to the provision for credit losses in the consolidated statement of income. Management calculates the quantitative portion of collectively evaluated loans for all loan categories, with the exception of the consumer loan segment, using DCF methodology. For purposes of calculating the quantitative portion of collectively evaluated reserves on the consumer loan segment, the remaining life methodology is utilized. For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code in order to group loans with similar risk characteristics.
Loans that do not share similar risk characteristics are evaluated on an individual loan basis, and are excluded from the collective evaluation for the ACL. Loans identified to be individually evaluated under CECL include loans on nonaccrual status
and may include accruing loans that do not share similar risk characteristics to other accruing loans that are collectively evaluated on a loan pool basis. A specific reserve analysis may be applied to the individually evaluated loans, which considers collateral value, an observable market price or the present value of expected future cash flows. A specific reserve is assigned if the measured value of the loan using one of the before mentioned methods is less than the current carrying value of the loan.
Based on management's analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the quantitatively calculated reserve calculated on collectively evaluated loans. As the quantitative reserve calculation incorporates historical conditions, management may consider an additional or reduced reserve is warranted through qualitative risk factors based on current and expected conditions. These qualitative risk factors considered by management are comparable to legacy factors prior to the adoption of CECL and include significant or unexpected changes in:
Nature and Volume of Loans – including loan growth in the current and subsequent quarters based on the Company’s targeted growth and strategic plan, coupled with the types of loans booked based on risk management and credit culture; the number of exceptions to loan policy; and supervisory loan to value exceptions.
Concentrations of Credit and Changes within Credit Concentrations – including the composition of the Company’s overall portfolio makeup and management's evaluation related to concentration risk management and the inherent risk associated with the concentrations identified.
Lending Policies and Procedures, Underwriting Standards and Recovery Practices – including changes to credit policies and procedures, underwriting standards and perceived impact on anticipated losses; trends in the number of exceptions to loan policy; supervisory loan to value exceptions; and administration of loan recovery practices.
Delinquency and Classified Loan Trends – including delinquency percentages and internal loan ratings noted in the portfolio relative to economic conditions; severity of the delinquencies and the ratings; and whether the ratios are trending upwards or downwards.
Collateral Valuation Trends – including underlying market conditions and impact on the collateral values securing the loans.
Experience, Ability and Depth of Management/Lending staff – including the level of experience of senior and middle management and the lending staff; turnover of the staff; and instances of repeat criticisms.
Quality of Loan Review System – including the level of experience of the loan review staff; in-house versus outsourced provider of review; turnover of the staff; and instances of repeat criticisms from independent testing, which includes the evaluation of internal loan ratings of the portfolio.
Economic Conditions – including trends in the international, national, regional and local conditions that monitor the interest rate environment, inflationary pressures, the consumer price index, the housing price index, housing statistics, and bankruptcy rates.
Other External Factors - including regulatory and legal environment risks and competition.
All factors noted above were established upon adoption of CECL and were deemed appropriate during the year ended December 31, 2023. For the year ended December 31, 2023, the Delinquency and Classified Loan Trends qualitative factor was increased for the commercial & industrial and owner-occupied commercial real estate loan classes, which was based on a trend of increases in loans downgraded to the special mention or classified risk rating. All other qualitative factors were unchanged from levels at adoption of CECL.
The following table presents the activity in the ACL, including the impact of adopting CECL, for the year ended December 31, 2023, and the activity in the ALL for the years ended December 31, 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | | Consumer | | | | |
| Commercial Real Estate | | Acquisition and Development | | Commercial and Industrial | | Municipal | | Total | | Residential Mortgage | | Installment and Other | | Total | | Unallocated | | Total |
December 31, 2023 | | | | | | | | | | | | | | | | | | | |
Balance, beginning of year | $ | 13,558 | | | $ | 3,214 | | | $ | 4,505 | | | $ | 24 | | | $ | 21,301 | | | $ | 3,444 | | | $ | 188 | | | $ | 3,632 | | | $ | 245 | | | $ | 25,178 | |
Impact of adopting ASC 326 | $ | 2,857 | | | $ | (214) | | | $ | 928 | | | $ | 169 | | | $ | 3,740 | | | $ | (1,121) | | | $ | 49 | | | $ | (1,072) | | | $ | (245) | | | $ | 2,423 | |
Provision for credit losses | 1,360 | | | (764) | | | 1,023 | | | (36) | | | 1,583 | | | 6 | | | 93 | | | 99 | | | — | | | 1,682 | |
Charge-offs | (12) | | | — | | | (748) | | | — | | | (760) | | | (98) | | | (247) | | | (345) | | | — | | | (1,105) | |
Recoveries | 110 | | | 5 | | | 98 | | | — | | | 213 | | | 193 | | | 118 | | | 311 | | | — | | | 524 | |
Balance, end of year | $ | 17,873 | | | $ | 2,241 | | | $ | 8 | | | $ | 157 | | | $ | 26,077 | | | $ | 2,424 | | | $ | 201 | | | $ | 2,625 | | | $ | — | | | $ | 28,702 | |
December 31, 2022 | | | | | | | | | | | | | | | | | | | |
Balance, beginning of year | $ | 12,037 | | | $ | 2,062 | | | $ | 3,814 | | | $ | 30 | | | $ | 17,943 | | | $ | 2,785 | | | $ | 215 | | | $ | 3,000 | | | $ | 237 | | | $ | 21,180 | |
Provision for loan losses | 1,489 | | | 1,142 | | | 640 | | | (6) | | | 3,265 | | | 669 | | | 218 | | | 887 | | | 8 | | | 4,160 | |
Charge-offs | — | | | — | | | — | | | — | | | — | | | (50) | | | (360) | | | (410) | | | — | | | (410) | |
Recoveries | 32 | | | 10 | | | 51 | | | — | | | 93 | | | 40 | | | 115 | | | 155 | | | — | | | 248 | |
Balance, end of year | $ | 13,558 | | | $ | 3,214 | | | $ | 4,505 | | | $ | 24 | | | $ | 21,301 | | | $ | 3,444 | | | $ | 188 | | | $ | 3,632 | | | $ | 245 | | | $ | 25,178 | |
December 31, 2021 | | | | | | | | | | | | | | | | | | | |
Balance, beginning of year | $ | 11,151 | | | $ | 1,114 | | | $ | 3,942 | | | $ | 40 | | | $ | 16,247 | | | $ | 3,362 | | | $ | 324 | | | $ | 3,686 | | | $ | 218 | | | $ | 20,151 | |
Provision for loan losses | 710 | | | 938 | | | 23 | | | (10) | | | 1,661 | | | (517) | | | (73) | | | (590) | | | 19 | | | 1,090 | |
Charge-offs | (293) | | | — | | | (663) | | | — | | | (956) | | | (92) | | | (70) | | | (162) | | | — | | | (1,118) | |
Recoveries | 469 | | | 10 | | | 512 | | | — | | | 991 | | | 32 | | | 34 | | | 66 | | | — | | | 1,057 | |
Balance, end of year | $ | 12,037 | | | $ | 2,062 | | | $ | 3,814 | | | $ | 30 | | | $ | 17,943 | | | $ | 2,785 | | | $ | 215 | | | $ | 3,000 | | | $ | 237 | | | $ | 21,180 | |
The information presented in the table below is not required for periods subsequent to the adoption of CECL. The following table summarizes the ALL allocation for loans individually and collectively evaluated for impairment by loan segment at December 31, 2022. Accruing PCI loans are excluded from loans individually evaluated for impairment. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | | Consumer | | | | |
| Commercial Real Estate | | Acquisition and Development | | Commercial and Industrial | | Municipal | | Total | | Residential Mortgage | | Installment and Other | | Total | | Unallocated | | Total |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
December 31, 2022 | | | | | | | | | | | | | | | |
Loans allocated by: | | | | | | | | | | | | | | | |
Individually evaluated for impairment | $ | 2,848 | | | $ | 15,426 | | | $ | 31 | | | $ | — | | | $ | 18,305 | | | $ | 2,920 | | | $ | 40 | | | $ | 2,960 | | | $ | — | | | $ | 21,265 | |
Collectively evaluated for impairment | 1,164,401 | | | 167,950 | | | 357,743 | | | 12,173 | | | 1,702,267 | | | 415,675 | | | 12,025 | | | 427,700 | | | — | | | 2,129,967 | |
| $ | 1,167,249 | | | $ | 183,376 | | | $ | 357,774 | | | $ | 12,173 | | | $ | 1,720,572 | | | $ | 418,595 | | | $ | 12,065 | | | $ | 430,660 | | | $ | — | | | $ | 2,151,232 | |
Allowance for credit losses allocated by: | | | | | | | | | | | | | | | |
Individually evaluated for impairment | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 28 | | | $ | — | | | $ | 28 | | | $ | — | | | $ | 28 | |
Collectively evaluated for impairment | 13,558 | | | 3,214 | | | 4,505 | | | 24 | | | 21,301 | | | 3,416 | | | 188 | | | 3,604 | | | 245 | | | 25,150 | |
| $ | 13,558 | | | $ | 3,214 | | | $ | 4,505 | | | $ | 24 | | | $ | 21,301 | | | $ | 3,444 | | | $ | 188 | | | $ | 3,632 | | | $ | 245 | | | $ | 25,178 | |
NOTE 5. PREMISES AND EQUIPMENT
The following table summarizes premises and equipment at December 31, 2023 and 2022. | | | | | | | | | | | |
| 2023 | | 2022 |
Land | $ | 7,556 | | | $ | 7,583 | |
Buildings and improvements | 24,570 | | | 24,813 | |
Leasehold improvements | 5,557 | | | 5,359 | |
Furniture and equipment | 22,195 | | | 21,849 | |
Construction in progress | 593 | | | 59 | |
| 60,471 | | | 59,663 | |
Less accumulated depreciation | 31,078 | | | 30,335 | |
| $ | 29,393 | | | $ | 29,328 | |
Depreciation expense totaled $1.9 million, $2.1 million, and $2.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. During 2022, the Company announced strategic initiatives to drive long-term growth and improve operating efficiencies, which included the planned closure of five branch locations in Pennsylvania, and resulted in reductions to gross premises and equipment by $6.2 million and accumulated depreciation by $2.9 million due to write-downs of premises and equipment and the transfer of land and buildings to held-for-sale.
NOTE 6. LEASES
A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has primarily entered into operating leases for branches and office space. Most of the Company's leases contain renewal options, which the Company is reasonably certain to exercise. Including renewal options, the Company's leases range from 4 to 29 years. Operating lease right-of-use assets and lease liabilities are included in other assets and accrued interest and other liabilities on the Company's consolidated balance sheets.
The Company uses its incremental borrowing rate to determine the present value of the lease payments, as the rate implicit in the Company's leases is not readily determinable. Lease agreements that contain non-lease components are generally accounted for as a single lease component, while variable costs, such as common area maintenance expenses and property taxes, are expensed as incurred.
The following table summarizes the Company's right-of-use assets and related lease liabilities for the year ended December 31, 2023 and 2022. | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
Operating lease ROU assets | $ | 10,824 | | | $ | 9,270 | |
Operating lease ROU liabilities | 11,614 | | | 9,976 | |
Weighted-average remaining lease term (in years) | 15.1 | | 14.3 |
Weighted-average discount rate | 4.4 | % | | 4.1 | % |
The following table presents information related to the Company's operating leases for the years ended December 31, 2023 and 2022: | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
Cash paid for operating lease liabilities | $ | 1,224 | | | $ | 1,170 | |
Operating lease expense | 1,305 | | | 1,406 | |
The following table presents maturities of the Company's lease liabilities by year. | | | | | |
2024 | $ | 1,349 | |
2025 | 1,371 | |
2026 | 1,403 | |
2027 | 1,437 | |
2028 | 1,194 | |
Thereafter | 10,187 | |
| 16,941 | |
Less: imputed interest | 5,327 | |
Total lease liabilities | $ | 11,614 | |
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
At December 31, 2023 and 2022, goodwill was $18.7 million. No impairment charges were recorded in December 31, 2023 and 2022. Goodwill is not amortized, but is reviewed for potential impairment on at least an annual basis, with testing between annual tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit.
The Company conducted its last annual goodwill impairment test as of November 30, 2023 using generally accepted valuation methods. As a result of that impairment test, no goodwill impairment was identified. No changes occurred that would impact the results of that analysis through December 31, 2023.
The following table presents changes in and components of other intangible assets for the years ended December 31, 2023 and 2022. No impairment charge was recorded on other intangible assets during the years ended December 31, 2023 and 2022. During 2023, the Company acquired an investment advisory firm and related accounts with assets under management of approximately $67.2 million. In connection with this acquisition, the Company recorded an intangible asset totaling $289 thousand associated with the customer list.
No impairment charges were recorded on other intangible assets during the twelve months ended. | | | | | | | | | | | |
| 2023 | | 2022 |
Balance, beginning of year | $ | 3,078 | | | $ | 4,183 | |
| | | |
Acquired customer list | 289 | | | — | |
| | | |
Amortization expense | (953) | | | (1,105) | |
| | | |
Balance, end of year | $ | 2,414 | | | $ | 3,078 | |
The following table presents the components of other identifiable intangible assets at December 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 |
| Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
Amortized intangible assets: | | | | | | | |
Core deposit intangibles | $ | 8,390 | | | $ | 6,247 | | | $ | 8,390 | | | $ | 5,312 | |
Other client relationship intangibles | 289 | | | 18 | | | 25 | | | 25 | |
| | | | | | | |
Total | $ | 8,679 | | | $ | 6,265 | | | $ | 8,415 | | | $ | 5,337 | |
The following table presents future estimated aggregate amortization expense at December 31, 2023. | | | | | | | | |
2024 | | $ | 836 | |
2025 | | 656 | |
2026 | | 476 | |
2027 | | 297 | |
2028 | | 120 | |
Thereafter | | 29 | |
| | $ | 2,414 | |
The Company incurred amortization expense of $953 thousand, $1.1 million and $1.3 million in the years ending December 31, 2023, 2022 and 2021, respectively.
NOTE 8. INCOME TAXES
The Company files income tax returns in the U.S. federal jurisdiction, the Commonwealth of Pennsylvania and the State of Maryland. The Company is no longer subject to tax examination by tax authorities for years before 2020.
The following table summarizes income tax expense for the years ended December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| | | | | |
Current expense | $ | 10,021 | | | $ | 5,170 | | | $ | 7,072 | |
| | | | | |
| | | | | |
| | | | | |
Deferred (benefit) expense | (651) | | | (591) | | | 942 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Income tax expense | $ | 9,370 | | | $ | 4,579 | | | $ | 8,014 | |
The following table reconciles the Company's effective income tax rate to its statutory federal rate for the years ended December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
Statutory federal tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
Increase (decrease) resulting from: | | | | | |
State taxes, net of federal benefit | 1.5 | | | 1.6 | | | 1.1 | |
| | | | | |
Tax exempt interest income | (2.5) | | | (4.1) | | | (1.7) | |
| | | | | |
Income from life insurance | (0.8) | | | (1.3) | | | (0.9) | |
Disallowed interest expense | 1.1 | | | 0.3 | | | — | |
Low-income housing credits and related expenses | (0.1) | | | (0.2) | | | (0.2) | |
Merger-related expenses | 0.3 | | | — | | | — | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Share-based compensation and related expenses | (0.1) | | | (0.5) | | | 0.2 | |
Other | 0.4 | | | 0.4 | | | 0.1 | |
Effective income tax rate | 20.8 | % | | 17.2 | % | | 19.6 | % |
Net investment security losses resulted in an income tax benefit of $10 thousand, and $34 thousand for the years ended December 31, 2023 and 2022, respectively, and an income tax expense of $134 thousand related to net investment security losses for the year ended December 31, 2021.
The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the results of operations. There were no penalties or interest related to income taxes recorded in the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021 and no amounts accrued for penalties at December 31, 2023 and 2022.
The following table summarizes the Company's deferred tax assets and liabilities at December 31, 2023 and 2022. | | | | | | | | | | | |
| 2023 | | 2022 |
Deferred tax assets: | | | |
Allowance for credit losses | $ | 6,445 | | | $ | 5,594 | |
Deferred compensation | 491 | | | 434 | |
Retirement and salary continuation plans | 3,329 | | | 3,000 | |
Share-based compensation | 712 | | | 774 | |
Off-balance sheet reserves | 387 | | | 359 | |
Nonaccrual loan interest | 1,388 | | | 467 | |
Deferred loan fees | 342 | | | 493 | |
Net unrealized losses on AFS securities | 7,331 | | | 10,405 | |
Net unrealized losses on cash flow hedges | 54 | | | 204 | |
Purchase accounting adjustments | 745 | | | 896 | |
Bonus accrual | 845 | | | 1,241 | |
Right-of-use lease liability | 2,594 | | | 2,194 | |
| | | |
| | | |
| | | |
Net operating loss carryforward | 1,770 | | | 1,974 | |
Depreciation and other | 677 | | | 99 | |
Total deferred tax assets | 27,110 | | | 28,134 | |
Deferred tax liabilities: | | | |
Depreciation | 493 | | | — | |
| | | |
| | | |
Mortgage servicing rights | 834 | | | 884 | |
Purchase accounting adjustments | 479 | | | 675 | |
Right-of-use lease asset | 2,433 | | | 2,054 | |
Investment in partnerships | 468 | | | 473 | |
Other | 386 | | | 17 | |
Total deferred tax liabilities | 5,093 | | | 4,103 | |
Deferred tax asset, net | $ | 22,017 | | | $ | 24,031 | |
At December 31, 2023, the Company had acquired federal and state net operating loss carryforwards of $1.8 million each, subject to annual loss limitation limits per IRC Section 382, that expire beginning in 2033. A deferred tax asset is recognized for these carryforwards because the benefit is more likely than not to be realized.
FASB ASC 740, Income Taxes, (“ASC 740”) clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined in ASC 740 as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 was applied to all existing tax positions upon initial adoption. There was no liability for uncertain tax positions and no known unrecognized tax benefits at December 31, 2023 or 2022.
NOTE 9. RETIREMENT PLANS
The Company maintains a 401(k) profit-sharing plan for all qualified employees. Employees are eligible to participate in the 401(k) profit-sharing plan following completion of one month of service and attaining age 18. Pursuant to the 401(k) profit-sharing plan, employees can contribute up to the lesser of $66 thousand, or 100% of their compensation. Substantially all of the Company’s employees are covered by the plan, which contains limited match or safe harbor provisions. The Company will match 50% of the first 6% of the base contribution that an employee contributes. The Company’s match is immediately vested and paid at the end of the year. Employer contributions to the plan are based on the performance of the Company and are at the discretion of the Board of Directors. Employer contribution expense totaled $859 thousand, $780 thousand and $669 thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company has deferred compensation agreements with certain present and former directors, whereby a director or his beneficiaries will receive a monthly retirement benefit beginning at age 65. The arrangement is funded by an amount of life
insurance on the participating director, which is calculated to meet the Company’s obligations under the compensation agreement. The cash value of the life insurance policies is an unrestricted asset of the Company. The estimated present value of future benefits to be paid totaled zero and $18 thousand at December 31, 2023 and 2022, respectively. Expense for this plan totaled $2 thousand, $4 thousand and $5 thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company also has supplemental discretionary deferred compensation plans for directors and executive officers. The plans are funded annually with director fees and salary reductions, which are either placed in a trust account invested by the Bank’s OFA division or recognized as a liability in the consolidated balance sheets. The trust account balance totaled $2.2 million and $2.0 million at December 31, 2023 and 2022, respectively, and is directly offset in other liabilities in the consolidated balance sheets. Expense for these plans totaled $51 thousand for the years ended December 31, 2023 and 2022 and $61 thousand for the year ended December 31, 2021.
In addition, the Company has two supplemental retirement and salary continuation plans for directors and executive officers. These plans are funded with single premium life insurance on the plan participants. The cash value of the life insurance policies is an unrestricted asset of the Company. The estimated present value of future benefits to be paid on these plans totaled $14.9 million and $13.6 million at December 31, 2023 and 2022, respectively. Expense for these plans totaled $1.9 million, $2.0 million and $1.7 million, for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company has promised a continuation of life insurance coverage to certain persons post-retirement. The estimated present value of future benefits to be paid totaled $1.8 million and $1.7 million at December 31, 2023 and 2022, respectively. Expense for this plan totaled $130 thousand, $105 thousand and $104 thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
Trust account balances, and estimated present values of future benefits and deferred compensation liabilities, noted above are included in other assets and other liabilities, respectively, on the consolidated balance sheets.
NOTE 10. SHARE-BASED COMPENSATION PLANS
The Company maintains share-based compensation plans under the shareholder-approved 2011 Plan. The purpose of the share-based compensation plans is to provide officers, employees, and non-employee members of the Board of Directors of the Company with additional incentive to further the success of the Company, and awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. The 2011 Plan allows for the Compensation Committee of the Board of Directors to determine the type of incentive to be awarded, its term, manner of exercise, vesting and restrictions on shares. Generally, awards are nonqualified under the IRC, unless the awards are deemed to be incentive awards to employees at the Compensation Committee’s discretion.
At December 31, 2023, 1,281,920 shares of the common stock of the Company were reserved to be issued and 423,239 shares were available to be issued.
The following table presents a summary of nonvested restricted shares activity for 2023. | | | | | | | | | | | |
| Shares | | Weighted Average Grant Date Fair Value |
| | | |
Nonvested shares, beginning of year | 284,909 | | | $ | 22.35 | |
Granted | 149,501 | | | 23.55 | |
Forfeited | (35,713) | | | 22.66 | |
Vested | (107,466) | | | 22.56 | |
Nonvested shares, end of year | 291,231 | | | $ | 22.85 | |
The following table presents restricted shares compensation expense, with tax benefit information, and fair value of shares vested at December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| | | | | |
Restricted share award expense | $ | 2,349 | | | $ | 2,012 | | | $ | 1,901 | |
Restricted share award federal tax benefit | 493 | | | 423 | | | 334 | |
Fair value of shares vested | 2,460 | | | 2,498 | | | 1,539 | |
At December 31, 2023, 2022 and 2021, unrecognized compensation expense related to the share awards totaled $3.4 million, $3.0 million, and $2.3 million, respectively. The unrecognized compensation expense at December 31, 2023 is expected to be recognized over a weighted-average period of 1.7 years.
There were no outstanding and exercisable stock options at December 31, 2023 and 2022.
The Company maintains an employee stock purchase plan to provide employees of the Company an opportunity to purchase Company common stock. Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 10% of their annual salary at the lower of 95% of the fair market value of the shares on the semi-annual offering date, or related purchase date. The Company reserved 350,000 shares of its common stock to be issued under the employee stock purchase plan. At December 31, 2023, 139,146 shares were available to be issued.
The following table presents information for the employee stock purchase plan for years ended December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| | | | | |
Shares purchased | 6,449 | | | 5,885 | | | 8,755 | |
Weighted average price of shares purchased | $ | 21.14 | | | $ | 22.53 | | | $ | 15.58 | |
Compensation expense recognized | $ | 7 | | | $ | 15 | | | $ | 48 | |
| | | | | |
The Company issues new shares or treasury shares, depending on market conditions, in its share-based compensation plans.
NOTE 11. DEPOSITS
The following table summarizes deposits by type at December 31, 2023 and 2022. During the fourth quarter of 2022, the Bank announced that it had entered into a Purchase and Assumption Agreement providing for the sale of its Path Valley branch and associated deposit liabilities. At December 31, 2022, deposits of $31.3 million were expected to be conveyed in the branch sale, are reported within total deposits at cost and were comprised of $23.5 million in interest-bearing deposits and $7.8 million in non-interest bearing deposits. These deposits were reported at cost as deposits held for assumption in connection with the sale of a bank branch within total deposits in the consolidated balance sheets.
The sale was completed on May 12, 2023, which included deposits of approximately $18.7 million comprising of $14.4 million in interest-bearing deposits and $4.3 million in noninterest-bearing deposits. | | | | | | | | | | | |
| 2023 | | 2022 |
| | | |
Noninterest-bearing demand deposits | $ | 430,959 | | | $ | 501,963 | |
Interest-bearing demand deposits | 1,000,652 | | | 987,158 | |
Savings | 720,696 | | | 736,124 | |
Time ($250,000 or less) | 330,093 | | | 214,484 | |
Time (over $250,000) | 76,414 | | | 36,517 | |
Total | $ | 2,558,814 | | | $ | 2,476,246 | |
The following table summarizes scheduled future maturities of time deposits as of December 31, 2023.
| | | | | |
2024 | $ | 381,911 | |
2025 | 12,862 | |
2026 | 5,193 | |
2027 | 2,708 | |
2028 | 2,567 | |
Thereafter | 1,266 | |
| $ | 406,507 | |
Brokered money market deposit balances were $20.1 million and $1.0 million at December 31, 2023 and 2022, respectively. Brokered time deposits totaled zero at December 31, 2023 and 2022. Management evaluates brokered deposits as a funding option, taking into consideration regulatory views on such deposits as non-core funding sources.
NOTE 12. RELATED PARTY TRANSACTIONS
Directors and executive officers of the Company, including their immediate families and companies in which they have a direct or indirect material interest, are considered to be related parties. In the ordinary course of business, the Company engages in various related party transactions, including extending credit, taking deposits and bank service transactions. The Company relies on the directors and executive officers for the identification of their associates.
Loans to principal officers, directors and their related interests during 2023 were as follows:
| | | | | |
Balance, beginning of year | $ | 91 | |
New loans | 123 | |
Repayments | (88) | |
Director and officer relationship changes | 163 | |
Balance, end of year | $ | 289 | |
None of these loans are past due, on nonaccrual status or have been restructured to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower. There were no loans to a related party that were considered classified loans at December 31, 2023 or 2022.
At December 31, 2023 and 2022, the Company had approximately $3.6 million and $4.0 million, respectively, in deposits from related parties, including directors and certain executive officers.
NOTE 13. SHORT-TERM BORROWINGS
The Company has short-term borrowing capability from the FHLB and the FRB discount window. The following table summarizes these short-term borrowings at and for the years ended December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
Balance at year-end | $ | 97,500 | | | $ | 104,684 | | | $ | — | |
Weighted average interest rate at year-end | 5.68 | % | | 4.45 | % | | — | % |
Average balance during the year | $ | 87,370 | | | $ | 13,846 | | | $ | 38,546 | |
Average interest rate during the year | 5.46 | % | | 3.97 | % | | 0.33 | % |
Maximum month-end balance during the year | $ | 120,984 | | | $ | 104,684 | | | $ | 55,729 | |
At December 31, 2023 and 2022, the Company had availability under FHLB lines for its short-term borrowings totaling $52.5 million and $45.3 million, respectively.
The Company also enters into borrowing arrangements with certain of its deposit clients by agreements to repurchase ("repurchase agreements") under which the Company pledges investment securities owned and under its control as collateral against the borrowing arrangement, which generally matures within one day from the transaction date. The Company is required to hold U.S. Treasury, U.S. Agency or U.S. GSE securities as underlying securities for repurchase agreements. The following table provides additional details for repurchase agreements, which excludes federal funds purchased, at and for the years ended December 31, 2023, 2022 and 2021. | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
Balance at year-end | $ | 9,785 | | | $ | 17,251 | | | $ | 23,301 | |
Weighted average interest rate at year-end | 0.76 | % | | 0.60 | % | | 0.11 | % |
Average balance during the year | $ | 14,099 | | | $ | 22,294 | | | $ | 22,888 | |
Average interest rate during the year | 0.80 | % | | 0.20 | % | | 0.14 | % |
Maximum month-end balance during the year | $ | 17,991 | | | $ | 26,399 | | | $ | 27,595 | |
Fair value of securities underlying the agreements at year-end | $ | 10,201 | | | $ | 17,188 | | | $ | 32,662 | |
NOTE 14. LONG-TERM DEBT
The following table presents components of the Company’s long-term debt at December 31, 2023, and 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| Amount | | Weighted Average rate |
| 2023 | | 2022 | | 2023 | | 2022 |
FHLB fixed rate advances maturing: | | | | | | | |
2025 | $ | 15,000 | | | $ | — | | | 4.57 | % | | — | % |
2028 | 25,000 | | | — | | | 3.98 | % | | — | % |
| | | | | | | |
| 40,000 | | | — | | | 4.20 | % | | — | % |
Total FHLB amortizing advance requiring monthly principal and interest payments, maturing: | | | | | | | |
2025 | — | | | 1,455 | | | — | % | | 4.74 | % |
| | | | | | | |
| | | | | | | |
Total FHLB Advances | $ | 40,000 | | | $ | 1,455 | | | 4.20 | % | | 4.74 | % |
There were five new long term borrowings in 2023 and zero in 2022. The following table summarizes the future annual principal payments required on these borrowings at December 31, 2023. | | | | | |
| |
2025 | 15,000 | |
| |
| |
2028 | 25,000 | |
| |
| $ | 40,000 | |
The Bank is a member of the FHLB of Pittsburgh and has access to the FHLB program of overnight and term advances. Under terms of a blanket collateral agreement for advances, lines and letters of credit from the FHLB, collateral for all outstanding advances, lines and letters of credit consisted of 1-4 family mortgage loans and other real estate secured loans totaling $1.1 billion at December 31, 2023. The Bank had additional availability of $973.3 million at the FHLB on December 31, 2023 based on its qualifying collateral, net of short-term borrowings and long-term debt detailed above and non-deposit letters of credit totaling $609 thousand at December 31, 2023. There were zero deposit letters of credit at December 31, 2023.
The Bank has available unsecured lines of credit, with interest based on the daily Federal Funds rate, with two correspondent banks totaling $20.0 million, at December 31, 2023. There were no borrowings under these lines of credit at December 31, 2023 and 2022.
NOTE 15. SUBORDINATED NOTES
The Company has unsecured subordinated notes payable, which mature on December 30, 2028. At December 31, 2023 and 2022, subordinated notes payable outstanding totaled $32.1 million for both periods, which qualified for Tier 2 capital subject to the regulatory capital phase out limitations. The notes are recorded on the consolidated balance sheets net of
remaining debt issuance costs totaling $407 thousand and $537 thousand at December 31, 2023 and 2022, respectively, which are amortized over a 10-year period on an effective yield basis. The subordinated notes had a fixed interest rate of 6.0% through December 30, 2023, a then converted to a variable rate, 90-day average fallback SOFR rate plus 3.16%, through maturity. At December 31, 2023, the interest rate on our subordinated debt was 8.78%. The Company may, at its option, redeem the notes, in whole or in part, on any interest payment date after December 30, 2023, and at any time upon the occurrence of certain events. As of December 31, 2023, the Company was in compliance with the covenants contained in the subordinated notes payable agreement.
NOTE 16. DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used as risk management tools by the Company to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings and are not used for trading or speculative purposes.
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy.
Interest rate swaps designated as cash flow hedges involve the hedge of the exposure to variability in expected future cash flows through the receipt of fixed or variable amounts from a counterparty in exchange for the Company making variable-rate or fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company, however, discontinues cash flow hedge accounting if it is probable the forecasted hedged transactions will not occur in the initially identified time period due to circumstances, such as the impact of the COVID-19 pandemic. Upon discontinuance, the associated gains and losses deferred in AOCI are reclassified immediately into earnings and subsequent changes in the fair value of the cash flow hedge are recognized in earnings.
The Company entered into one new interest rate swap designated as a cash flow hedge with a notional value of $75.0 million during the year ended December 31, 2023. At December 31, 2023, the Company had two interest rate swaps designated as hedging instruments with a total notional value of $125.0 million for the purpose of hedging the variable cash flows of selected AFS securities or loans or hedging variable cash flows associated with the Company's borrowings compared to two interest rate swaps designated as cash flow hedges with a total notional value of $100.0 million at December 31, 2022 for the purpose of hedging the variable cash flows of selected AFS securities.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The gain or loss on the fair value hedge, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as the fair value changes. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability.
The Company entered into three pay-fixed interest rate swaps on certain closed portfolio loans with our commercial clients with a total notional value of $100.0 million during the year ended December 31, 2023. The commercial loans are scheduled to mature at various dates ranging from December 2026 to October 2054. The interest rate swaps are designated as fair value hedges and allow the Company to offer long-term fixed rate loans to commercial clients while mitigating the interest rate risk of a long-term asset by converting fixed rate interest payments to floating rate interest payments indexed to a synthetic U.S. SOFR rate. The Company did not have fair value hedges for the year ended December 31, 2022.
The Company enters into interest rate swaps that allow its commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. In addition, the Company may enter into interest rate caps that allow its commercial loan customers to gain protection against significant interest rate increases and provide an upper limit, or cap, on the variable interest rate. The Company then enters into a corresponding swap or cap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps and interest rate caps with both the
customers and third parties are not designated as hedges and are marked through earnings. At December 31, 2023, the Company had 35 customer and 35 corresponding third-party broker interest rate derivatives not designated as a hedging instrument with an aggregate notional amount of $444.8 million. The Company had $268.8 million of such derivative instruments at December 31, 2022. The Company entered into nine new interest rate swaps with its commercial loan customers and recognized swap fee income of $1.0 million for the year ended December 31, 2023 compared to swap fee income of $2.5 million from 14 new interest rate swaps with its commercial loan customers for the year ended December 31, 2022, which are included in noninterest income in the consolidated statements of income. The Company did not enter into any interest new rate cap agreements for the year ended December 31, 2023. The Company entered into one new interest rate cap with a commercial loan customer and recognized fee income of $14 thousand for the year ended December 31, 2022, which is included in noninterest income in the consolidated statements of income.
At December 31, 2023 and 2022, the Company had cash collateral of $6.6 million and $5.4 million with the third parties for certain of these derivatives, respectively. At December 31, 2023 and 2022, the Company received cash collateral of $4.4 million and $8.5 million from a counterparty for these derivatives, respectively.
The Company also may enter into risk participation agreements with a financial institution counterparty for an interest rate derivative contract related to a loan in which the Company is a participant or the agent bank. The risk participation agreement provides credit protection to the agent bank should the borrower fail to perform on its interest rate derivative contracts with the agent bank. The Company manages its credit risk on the risk participation agreement by monitoring the creditworthiness of the borrower, which is based on the same credit review process as though the Company had entered into the derivative instruments directly with the borrower. The notional amount of a risk participation agreement reflects the Company’s pro-rata share of the derivative instrument, consistent with its share of the related participated loan. At December 31, 2023, the Company had four risk participation agreements with sold protection with a notional value of $32.7 million compared to three risk participation agreements with sold protection with a notional value of $29.0 million at December 31, 2022. In addition, the Company had three risk participation with purchased protection with a notional value of $11.0 million at December 31, 2023 compared to one risk participation agreement with purchased protection with a notional value of $4.9 million at December 31, 2022. The Company received an upfront fee of $31 thousand upon entry into one new risk participation agreements for the year ended December 31, 2023 compared to $140 thousand upon entry into four new risk participation with sold protection for the year ended December 31, 2022, which is included in noninterest income in the consolidated statements of income.
As a part of its normal residential mortgage operations, the Company will enter into an interest rate lock commitment with a potential borrower. The Company may enter into a corresponding commitment to an investor to sell that loan at a specific price shortly after origination. In accordance with FASB ASC 820, adjustments are recorded through earnings to account for the net change in fair value of these transactions for the held for sale pipeline. In accordance with FASB ASC 820, adjustments are recorded through earnings to account for the net change in fair value of these held for sale loans. The fair value of held for sale loans can vary based on the interest rate locked with the customer and the current market interest rate at the balance sheet date.
The following table summarizes the notional values and fair value of the Company's derivative instruments at December 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| Notional Amount | | Balance Sheet Location | | Fair Value | | Notional Amount | | Balance Sheet Location | | Fair Value |
Derivatives designated as hedging instruments: | | | | | | | | | | | |
Cash flow hedge designation: | | | | | | | | | | | |
Interest rate swaps - FHLB advances | $ | 75,000 | | | Other assets | | $ | 135 | | | n/a | | n/a | | n/a |
Interest rate swaps - AFS securities | $ | 50,000 | | | Other liabilities | | (426) | | | $ | 100,000 | | | Other liabilities | | $ | (973) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Fair value hedge designation: | | | | | | | | | | | |
Interest rate swaps - commercial loans | $ | 100,000 | | | Other liabilities | | (1,718) | | | n/a | | n/a | | n/a |
Total derivatives designated as hedging instruments | | | | | $ | (2,009) | | | | | | | $ | (973) | |
| | | | | | | | | | | |
Derivatives not designated as hedging instruments: | | | | | | | | | | | |
Interest rate swaps | $ | 216,485 | | | Other assets | | $ | 11,157 | | | $ | 128,385 | | | Other assets | | $ | 10,437 | |
Interest rate swaps | 216,485 | | | Other liabilities | | (11,253) | | | 128,385 | | | Other liabilities | | (10,262) | |
Purchased options – rate cap | 5,909 | | | Other assets | | 8 | | | 6,000 | | | Other assets | | 29 | |
Written options – rate cap | 5,909 | | | Other liabilities | | (8) | | | 6,000 | | | Other liabilities | | (29) | |
Risk participations - sold credit protection | 32,722 | | | Other liabilities | | (59) | | | 29,019 | | | Other liabilities | | (69) | |
Risk participations - purchased credit protection | 11,035 | | | Other assets | | 28 | | | 4,941 | | | Other assets | | 16 | |
Interest rate lock commitments with customers | 2,181 | | | Other assets | | 55 | | | 1,356 | | | Other assets | | 35 | |
Forward sale commitments | 688 | | | Other assets | | (4) | | | 3,483 | | | Other assets | | 140 | |
Total derivatives not designated as hedging instruments | | | | | $ | (76) | | | | | | | $ | 297 | |
The following table presents the carrying amount and associated cumulative basis adjustment related to the application of fair value hedge accounting that is included in the carrying amount of hedged assets as of December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amounts of Hedged Assets | | Cumulative Amounts of Fair Value Hedging Adjustments Included in the Carrying Amounts of the Hedged Assets |
| 2023 | | 2022 | | 2023 | | 2022 |
Commercial loans | $ | 100,000 | | | $ | — | | | $ | 1,722 | | | $ | — | |
The following tables summarize the effect of the Company's derivative financial instruments on OCI and net income at December 31, 2023, 2022 and 2021: | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amount of Gain (Loss) Recognized in OCI on Derivative |
| | | | | 2023 | | 2022 | | 2021 |
Derivatives in cash flow hedging relationships: | | | | | | | | |
Interest rate products | | | | | $ | 682 | | | $ | (972) | | | $ | 473 | |
Total | | | | | $ | 682 | | | $ | (972) | | | $ | 473 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amount of Loss Reclassified from AOCI into Income | | Location of Loss Recognized from AOCI into Income |
| | | | | 2023 | | 2022 | | 2021 | | |
Derivatives in cash flow hedging relationships: | | | | | | |
Interest rate products | | | | | $ | — | | | $ | — | | | $ | (757) | | | Interest income / Interest expense (1) |
Total | | | | | $ | — | | | $ | — | | | $ | (757) | | | |
(1) For the year ended December 31, 2021, the Company terminated its interest rate swap designated as a hedging instrument with a notional value of $50.0 million. The Company recorded a $514 thousand loss in other operating expenses in the consolidated statements of income.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amount of (Loss) Gain Recognized in Income | | Location of (Loss) Gain Recognized in Income |
| | | | | 2023 | | 2022 | | 2021 | | |
Derivatives designated as hedging instruments | | | | | | | | | | |
Fair value hedge designation: | | | | | | | | | | | |
Interest rate swaps - commercial loans 1 | | | | | $ | 4 | | | n/a | | n/a | | Interest income on loans |
| | | | | | | | | | | |
Derivatives not designated as hedging instruments: | | | | | | | | | | |
Interest rate products | | | | | $ | (232) | | | $ | 30 | | | $ | 41 | | | Other operating expenses |
Risk participation agreements | | | | | (16) | | | 88 | | | (2) | | | Other operating expenses |
Interest rate lock commitments with customers | | | | | 20 | | | (318) | | | (320) | | | Mortgage banking activities |
Forward sale commitments | | | | | (144) | | | 88 | | | 113 | | | Mortgage banking activities |
Total derivatives not designated as hedging instruments | | | | | $ | (372) | | | $ | (113) | | | $ | (168) | | | |
| | | | | | | | | | | |
1 Amount includes the net of the change in the fair value of the interest rate swaps hedging commercial loans and the change in the carrying value included in the hedged commercial loans. |
The following table is a summary of components for interest rate swap designated as hedging instruments at December 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | |
| Weighted Average Pay Rate | | Weighted Average Receive Rate | | Weighted Average Maturity in Years |
December 31, 2023 | | | | | |
Cash flow hedge designation: | | | | | |
Interest rate swaps - FHLB advances | 3.49 | % | | 5.34 | % | | 4.3 |
Interest rate swaps - AFS securities | 5.34 | % | | 3.73 | % | | 0.7 |
Fair value hedge designation: | | | | | |
Interest rate swaps - commercial loans | 4.12 | % | | 5.34 | % | | 3.7 |
| | | | | |
December 31, 2022 | | | | | |
Cash flow hedge designation: | | | | | |
| | | | | |
Interest rate swaps - AFS securities | 3.81 | % | | 3.81 | % | | 1.2 |
| | | | | |
| | | | | |
NOTE 17. SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under the Basel Committee on Banking Supervision's capital guidelines for U.S. Banks ("Basel III rules"), an entity must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The Company and the Bank have elected not to include net unrealized gain or losses included in AOCI in computing regulatory capital.
On January 1, 2023, the Company adopted ASU No. 2016-13, which replaced the existing incurred loss model for recognizing credit losses with an expected loss model referred to as the CECL model, and resulted in a reduction to opening retained earnings, net of income tax, and an increase to the ACL for loans of approximately $2.4 million and ACL for off-balance sheet exposures of $100 thousand, which combined totals $2.5 million. The federal bank regulatory agencies issued a rule, which provided for the option to elect a three-year transition provision of the day-one impact of the CECL model beginning with regulatory capital at March 31, 2023. The Company elected the three-year phase in option.
The Company and the Bank met all capital adequacy requirements to which they are subject at December 31, 2023 and 2022. Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's classification.
The following table presents capital amounts and ratios at December 31, 2023 and 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Actual | | For Capital Adequacy Purposes (includes applicable capital conservation buffer) | | To Be Well Capitalized Under Prompt Corrective Action Regulations |
| Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
December 31, 2023 | | | | | | | | | | | |
Total risk-based capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | $ | 326,878 | | | 13.0 | % | | $ | 264,019 | | | 10.5 | % | | n/a | | n/a |
Orrstown Bank | 320,687 | | | 12.8 | % | | 263,942 | | | 10.5 | % | | $ | 251,373 | | | 10.0 | % |
Tier 1 risk-based capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | 272,677 | | | 10.8 | % | | 213,730 | | | 8.5 | % | | n/a | | n/a |
Orrstown Bank | 292,160 | | | 11.6 | % | | 213,667 | | | 8.5 | % | | 201,099 | | | 8.0 | % |
Tier 1 common equity risk-based capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | 272,677 | | | 10.8 | % | | 176,013 | | | 7.0 | % | | n/a | | n/a |
Orrstown Bank | 292,160 | | | 11.6 | % | | 175,961 | | | 7.0 | % | | 163,393 | | | 6.5 | % |
Tier 1 leverage capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | 272,677 | | | 8.9 | % | | 122,907 | | | 4.0 | % | | n/a | | n/a |
Orrstown Bank | 292,160 | | | 9.5 | % | | 122,907 | | | 4.0 | % | | 153,634 | | | 5.0 | % |
December 31, 2022 | | | | | | | | | | | |
Total risk-based capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | $ | 304,589 | | | 12.7 | % | | $ | 250,939 | | | 10.5 | % | | n/a | | n/a |
Orrstown Bank | 292,933 | | | 12.3 | % | | 250,566 | | | 10.5 | % | | $ | 238,634 | | | 10.0 | % |
Tier 1 risk-based capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | 245,752 | | | 10.3 | % | | 203,141 | | | 8.5 | % | | n/a | | n/a |
Orrstown Bank | 266,122 | | | 11.2 | % | | 202,839 | | | 8.5 | % | | 190,907 | | | 8.0 | % |
Tier 1 common equity risk-based capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | 245,752 | | | 10.3 | % | | 167,293 | | | 7.0 | % | | n/a | | n/a |
Orrstown Bank | 266,122 | | | 11.2 | % | | 167,044 | | | 7.0 | % | | 155,112 | | | 6.5 | % |
Tier 1 leverage capital: | | | | | | | | | | | |
Orrstown Financial Services, Inc. | 245,752 | | | 8.5 | % | | 116,325 | | | 4.0 | % | | n/a | | n/a |
Orrstown Bank | 266,122 | | | 9.2 | % | | 116,219 | | | 4.0 | % | | 145,273 | | | 5.0 | % |
The Company maintains a stockholder dividend reinvestment and stock purchase plan. Under the plan, shareholders may purchase additional shares of the Company’s common stock at the prevailing market prices with reinvestment dividends and voluntary cash payments. The Company reserved 1,045,000 shares of its common stock to be issued under the dividend reinvestment and stock purchase plan. At December 31, 2023, approximately 665,000 shares were available to be issued under the plan.
In September 2015, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company could repurchase up to 416,000 shares of the Company's outstanding shares of common stock, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. On April 19, 2021, the Board of Directors authorized the additional future repurchase of up to 562,000 shares of its outstanding common stock for a total of 978,000 shares. When and if appropriate, repurchases may be made in open market or privately negotiated transactions, depending on market conditions, regulatory requirements and other corporate considerations, as determined by management. Share repurchases may not occur and may be discontinued at any time. At December 31, 2023, 949,533 shares had been repurchased under the program at a total cost of $21.2 million, or $22.36 per share. Common stock available for future repurchase totals 28,467 shares, or 0.3%, of the Company's outstanding common stock at December 31, 2023.
On January 23, 2024, the Board declared a cash dividend of $0.20 per common share, which was paid on February 13, 2024 to shareholders of record on February 6, 2024.
Banking regulations limit the ability of the Bank to pay dividends or make loans or advances to the Parent Company. Dividends that may be paid in any calendar year are limited to the current year's net profits, combined with the retained net
profits of the preceding two years. At December 31, 2023, dividends from the Bank available to be paid to the Parent Company, without prior approval of the Bank's regulatory agency, totaled $55.0 million, subject to the Bank meeting or exceeding regulatory capital requirements. The Parent Company's principal source of funds for dividend payments to shareholders is dividends received from the Bank. In addition, any dividend increases prior to the completion of the merger of equals with Codorus Valley Bancorp, Inc. must be approve by Codorus Valley Bancorp, Inc.
At December 31, 2023, there were no loans from the Bank to any nonbank affiliate, including the Parent Company. The Bank's loans to a single affiliate may not exceed 10%, and loans to all affiliates may not exceed 20%, of the Bank’s capital stock, surplus, and undivided profits, plus the ACL (as defined by regulation). Loans from the Bank to nonbank affiliates, including the Parent Company, are also required to be collateralized according to regulatory guidelines. At December 31, 2023 and 2022, the maximum amount the Bank had available to loan to a nonbank affiliate was $32.1 million and $29.3 million, respectively.
NOTE 18. EARNINGS PER SHARE
The following table presents earnings per share for the years ended December 31, 2023, 2022 and 2021.
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
Net income | $ | 35,663 | | | $ | 22,037 | | | $ | 32,881 | |
Weighted average shares outstanding - basic | 10,340 | | | 10,553 | | | 10,967 | |
Dilutive effect of share-based compensation | 95 | | | 153 | | | 139 | |
Weighted average shares outstanding - diluted | 10,435 | | | 10,706 | | | 11,106 | |
Per share information: | | | | | |
Basic earnings per share | $ | 3.45 | | | $ | 2.09 | | | $ | 3.00 | |
Diluted earnings per share | 3.42 | | | 2.06 | | | 2.96 | |
For the years ended December 31, 2023, 2022 and 2021, there were average outstanding restricted award shares totaling 6,398, 29,414 and zero, respectively, excluded from the computation of earnings per share because the effect was antidilutive, as the grant price exceeded the average market price. The dilutive effect of share-based compensation in each period above relates principally to restricted stock awards.
NOTE 19. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The following table presents these contractual, or notional, amounts at December 31, 2023, and 2022. | | | | | | | | | | | |
| |
| 2023 | | 2022 |
Commitments to fund: | | | |
Home equity lines of credit | $ | 337,460 | | | $ | 296,213 | |
1-4 family residential construction loans | 40,330 | | | 49,538 | |
Commercial real estate, construction and land development loans | 132,607 | | | 156,560 | |
Commercial, industrial and other loans | 357,099 | | | 338,286 | |
Standby letters of credit | 24,529 | | | 23,229 | |
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require
payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the client. Collateral varies but may include accounts receivable, inventory, equipment, residential real estate, and income-producing commercial properties.
Standby letters of credit and financial guarantees written are conditional commitments issued by the Company to guarantee the performance of a client to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to clients. The Company holds collateral supporting those commitments when deemed necessary by management. The liability, at December 31, 2023 and 2022, for guarantees under standby letters of credit issued was not considered to be material.
The Company maintains a reserve on its off-balance sheet credit exposures, which totaled $1.7 million and $1.6 million at December 31, 2023 and 2022, respectively, and is recorded in other liabilities on the consolidated balance sheets. On January 1, 2023, the Company adopted CECL and recorded a day-one adjustment, which increased the ACL for off-balance sheet credit exposures by $100 thousand. The reserve is based on management's estimate of expected losses in its off-balance sheet credit exposures. The reserve specific to unfunded loan commitments is determined by applying utilization assumptions based on historical experience and applying the expected loss rates by loan class. Following adoption of CECL, the change in the reserve for off-balance sheet credit exposures is recorded as a provision or reduction to expense through the provision for credit losses in the consolidated statements of income. The Company did not record a provision for credit losses for off-balance sheet credit exposures for the years ended December 31, 2023. Prior to January 1, 2023, the Company maintained the reserve based on historical loss experience of the related loan class and utilization assumptions, for off-balance sheet credit exposures that currently are not funded. For the years ended December 31, 2022 and 2021, the Company recorded expense of $28 thousand and $57 thousand, respectively, to other operating expenses in the consolidated statements of income associated with its reserve for off-balance sheet credit exposures.
The Company may sell loans to the FHLB of Chicago as part of its Mortgage Partnership Finance Program ("MPF Program"). Under the terms of the MPF Program, there is limited recourse back to the Company for loans that do not perform in accordance with the terms of the loan agreement. Each loan that is sold under the program is “credit enhanced” such that the individual loan’s rating is raised to a minimum “BBB,” as determined by the FHLB of Chicago. Outstanding loans sold under the MPF Program totaled $9.6 million and $10.7 million at December 31, 2023 and 2022, respectively, with limited recourse back to the Company on these loans of $385 thousand and $387 thousand at December 31, 2023 and 2022, respectively. Many of the loans sold under the MPF Program have primary mortgage insurance, which reduces the Company’s overall exposure. The net amount expensed or recovered for the Company's estimate of losses under its recourse exposure for loans foreclosed, or in the process of foreclosure, is recorded in other operating expenses on the consolidated statements of income. These amounts were not material for the years ended December 31, 2023, 2022 and 2021.
NOTE 20. FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are:
Level 1 – quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.
Level 2 – significant other observable inputs other than Level 1 prices such as prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – at least one significant unobservable input that reflects a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The Company used the following methods and significant assumptions to estimate fair value for financial instruments measured on a recurring basis:
Where quoted prices are available in an active market, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, investment securities are classified within Level 2 and fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or DCF. Level 2 investment securities include U.S. agency securities, MBS, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy. All of the Company’s investment securities are classified as available-for-sale.
The fair values of interest rate swaps, interest rate caps and risk participation derivatives are determined using models that incorporate readily observable market data into a market standard methodology. This methodology nets the discounted future cash receipts and the discounted expected cash payments. The discounted variable cash receipts and payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for the Company and its counterparties. These assets and liabilities are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2023 or 2022. | | | | | | | | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value Measurements |
December 31, 2023 | | | | | | | |
Financial Assets | | | | | | | |
Investment securities: | | | | | | | |
U.S. Treasury securities | $ | 17,840 | | | $ | — | | | $ | — | | | $ | 17,840 | |
U.S. government agencies | — | | | 4,151 | | | — | | | 4,151 | |
| | | | | | | |
States and political subdivisions | — | | | 197,060 | | | 6,062 | | | 203,122 | |
GSE residential MBSs | — | | | 57,632 | | | — | | | 57,632 | |
GSE commercial MBSs | — | | | 4,743 | | | — | | | 4,743 | |
GSE residential CMOs | — | | | 73,102 | | | — | | | 73,102 | |
Non-agency CMOs | — | | | 22,878 | | | 21,791 | | | 44,669 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Asset-backed | — | | | 108,134 | | | — | | | 108,134 | |
Other | 126 | | | — | | | — | | | 126 | |
Loans held for sale | — | | | 5,816 | | | — | | | 5,816 | |
Derivatives | — | | | 11,328 | | | 55 | | | 11,383 | |
| | | | | | | |
| | | | | | | |
Totals | $ | 17,966 | | | $ | 484,844 | | | $ | 27,908 | | | $ | 530,718 | |
Financial Liabilities | | | | | | | |
Derivatives | $ | — | | | $ | 13,464 | | | $ | — | | | $ | 13,464 | |
| | | | | | | |
| | | | | | | |
December 31, 2022 | | | | | | | |
Financial Assets | | | | | | | |
Investment securities: | | | | | | | |
U.S. Treasury securities | $ | 17,291 | | | $ | — | | | $ | — | | | $ | 17,291 | |
U.S. government agencies | — | | | 5,135 | | | — | | | 5,135 | |
| | | | | | | |
States and political subdivisions | — | | | 191,488 | | | 5,926 | | | 197,414 | |
GSE residential MBSs | — | | | 59,402 | | | — | | | 59,402 | |
| | | | | | | |
GSE residential CMOs | — | | | 68,378 | | | — | | | 68,378 | |
Non-agency CMOs | — | | | 18,491 | | | 21,267 | | | 39,758 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Asset-backed | — | | | 125,973 | | | — | | | 125,973 | |
Other | 377 | | | — | | | — | | | 377 | |
Loans held for sale | — | | | 10,880 | | | — | | | 10,880 | |
Derivatives | — | | | 10,482 | | | 35 | | | 10,517 | |
| | | | | | | |
| | | | | | | |
Totals | $ | 17,668 | | | $ | 490,229 | | | $ | 27,228 | | | $ | 535,125 | |
Financial Liabilities | | | | | | | |
Derivatives | $ | — | | | $ | 11,333 | | | $ | — | | | $ | 11,333 | |
| | | | | | | |
| | | | | | | |
The Company had one municipal bond and three CMOs measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at December 31, 2023 and 2022. The Level 3 valuation is based on a non-executable broker quote, which is considered a significant unobservable input. Such quotes are updated as available and may remain constant for a period of time for certain broker-quoted securities that do not move with the market or that are not interest rate sensitive as a result of their structure or overall attributes.
The Company’s residential mortgage loans held-for-sale were recorded at fair value utilizing Level 2 measurements. This fair value measurement is determined based upon third party quotes obtained on similar loans. For loans held-for-sale for which the fair value option has been elected, the aggregate fair value was below the aggregate principal balance by $1.5 million and $1.2 million as of December 31, 2023 and 2022, respectively.
The determination of the fair value of interest rate lock commitments on residential mortgages is based on agreed upon pricing with the respective investor on each loan and includes a pull through percentage. The pull through percentage represents an estimate of loans in the pipeline to be delivered to an investor versus the total loans committed for delivery. Significant changes in this input could result in a significantly higher or lower fair value measurement. As the pull through percentage is a significant unobservable input, this is deemed a Level 3 valuation input. The average pull through percentage, which is based upon historical experience, was 92% as of December 31, 2023. An increase or decrease of 5% in the pull through assumption would result in a positive or negative change of $3 thousand in the fair value of interest rate lock commitments at December 31, 2023.
The following provides details of the Level 3 fair value measurement activity for the years ended December 31, 2023 or 2022. | | | | | | | | | | | |
Investment securities: | | | |
| 2023 | | 2022 |
Balance, beginning of year | $ | 27,193 | | | $ | 23,147 | |
| | | |
| | | |
Unrealized gains (losses) included in OCI | 358 | | | (1,859) | |
Purchases | 871 | | | 21,237 | |
Net discount accretion | 62 | | | 56 | |
Principal payments and other | (631) | | | (10) | |
Sales | — | | | (3,053) | |
Calls | — | | | (12,154) | |
| | | |
OTTI | — | | | (171) | |
Balance, end of year | $ | 27,853 | | | $ | 27,193 | |
There were no transfers into or out of Level 3 at December 31, 2023 and 2022.
| | | | | | | | | | | |
Interest rate lock commitments on residential mortgages: | | | |
| 2023 | | 2022 |
Balance, beginning of year | $ | 35 | | | $ | 353 | |
Total gains (losses) included in earnings | 20 | | | (318) | |
| | | |
| | | |
Balance, end of year | $ | 55 | | | $ | 35 | |
Certain financial assets are measured at fair value on a nonrecurring basis. Adjustments to the fair value of these assets usually results from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The Company used the following methods and significant assumptions to estimate fair value for these financial assets.
Individually Evaluated Loans
Upon adoption of CECL, loans individually evaluated for credit expected losses included nonaccrual loans and other loans that do not share similar risk characteristics to loans in the CECL loan pools, which have been classified as Level 3. Individually evaluated loans with an allocation to the ACL are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of income. Prior to the adoption of CECL and ASU No. 2022-02, which eliminated the TDR accounting model, loans were designated as impaired when, in the judgment of management and based on current information and events, it is probable that all amounts due, according to the contractual terms of the loan agreement, will not be collected.
The measurement of loss associated with loans evaluated individually for all loan classes was based on either the observable market price of the loan, the fair value of the collateral, or DCF. For collateral-dependent loans, fair value was measured based on the value of the collateral securing the loan, less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The value of the real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction, or if management adjusts the appraisal value, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal, if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level 3).
Changes in the fair value of individually evaluated loans still held and considered in the determination of the provision for credit losses were a decline of $332 thousand, zero and $247 thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
Mortgage Servicing Rights
MSRs are evaluated for impairment by comparing the carrying value to the fair value, which is determined through a DCF valuation. To the extent the amortized cost of the MSRs exceeds their estimated fair values, a valuation allowance is established for such impairment. Fair value adjustments on the MSRs only occurs if there is an impairment charge. At both December 31, 2023 and 2022, the MSR impairment reserve was zero for both periods. For the years ended December 31, 2023 and 2022, an impairment valuation allowance reversal of zero and $79 thousand were included, respectively, in mortgage banking activities on the consolidated statement of income, due to increases in market rates, due to increases in market rates, which increased the MSR's fair value.
The following table summarizes assets measured at fair value on a nonrecurring basis at December 31, 2023 and 2022. | | | | | | | | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value Measurements |
December 31, 2023 | | | | | | | |
Individually evaluated loans | | | | | | | |
Commercial real estate: | | | | | | | |
Owner-occupied | $ | — | | | $ | — | | | $ | 75 | | | $ | 75 | |
| | | | | | | |
| | | | | | | |
Non-owner occupied residential | — | | | — | | | — | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Commercial and industrial | — | | | — | | | 164 | | | 164 | |
Residential mortgage: | | | | | | | |
First lien | — | | | — | | | 219 | | | 219 | |
| | | | | | | |
Home equity - lines of credit | — | | | — | | | 56 | | | 56 | |
| | | | | | | |
Total impaired loans | $ | — | | | $ | — | | | $ | 514 | | | $ | 514 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
December 31, 2022 | | | | | | | |
Impaired loans | | | | | | | |
Commercial real estate: | | | | | | | |
Owner-occupied | $ | — | | | $ | — | | | $ | 116 | | | $ | 116 | |
| | | | | | | |
| | | | | | | |
Non-owner occupied residential | — | | | — | | | 9 | | | 9 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Residential mortgage: | | | | | | | |
First lien | — | | | — | | | 309 | | | 309 | |
| | | | | | | |
Home equity - lines of credit | — | | | — | | | 86 | | | 86 | |
| | | | | | | |
Total impaired loans | $ | — | | | $ | — | | | $ | 520 | | | $ | 520 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table presents additional qualitative information about assets measured on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value.
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Estimate | | Valuation Techniques | | Unobservable Input | | Range |
December 31, 2023 | | | | | | | |
Individually evaluated loans | $ | 514 | | | Appraisal of collateral | | Management adjustments on appraisals for property type and recent activity | | 10% - 70% discount |
| | | | | - Management adjustments for liquidation expenses | | 3.3% - 12.3% discount |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
December 31, 2022 | | | | | | | |
Impaired loans | $ | 520 | | | Appraisal of collateral | | Management adjustments on appraisals for property type and recent activity | | 10% - 25% discount |
| | | | | - Management adjustments for liquidation expenses | | 6.08% - 17.93% discount |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Fair values of financial instruments
GAAP requires disclosure of the fair value of financial assets and liabilities, including those that are not measured and reported at fair value on a recurring or nonrecurring basis. The following table presents the carrying amounts and estimated fair values of financial assets and liabilities at December 31, 2023, and 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amount | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
December 31, 2023 | | | | | | | | | |
Financial Assets | | | | | | | | | |
Cash and due from banks | $ | 32,586 | | | $ | 32,586 | | | $ | 32,586 | | | $ | — | | | $ | — | |
Interest-bearing deposits with banks | 32,575 | | | 32,575 | | | 32,575 | | | — | | | — | |
| | | | | | | | | |
Restricted investments in bank stock | 11,992 | | | n/a | | n/a | | n/a | | n/a |
Investment securities | 513,519 | | | 513,519 | | | 17,966 | | | 467,700 | | | 27,853 | |
Loans held for sale | 5,816 | | | 5,816 | | | — | | | 5,816 | | | — | |
Loans, net of allowance for credit losses | 2,269,611 | | | 2,159,745 | | | — | | | — | | | 2,159,745 | |
| | | | | | | | | |
Derivatives | 11,383 | | | 11,383 | | | — | | | 11,328 | | | 55 | |
Accrued interest receivable | 13,630 | | | 13,630 | | | — | | | 4,987 | | | 8,643 | |
| | | | | | | | | |
Financial Liabilities | | | | | | | | | |
Deposits | 2,558,814 | | | 2,555,904 | | | — | | | 2,555,904 | | | — | |
| | | | | | | | | |
Securities sold under agreements to repurchase and federal funds purchased | 9,785 | | | 9,785 | | | — | | | 9,785 | | | — | |
FHLB advances and other borrowings | 137,500 | | | 137,500 | | | — | | | 137,500 | | | — | |
Subordinated notes | 32,093 | | | 29,887 | | | — | | | 29,887 | | | — | |
Derivatives | 13,464 | | | 13,464 | | | — | | | 13,464 | | | — | |
Accrued interest payable | 2,560 | | | 2,560 | | | — | | | 2,560 | | | — | |
Off-balance sheet instruments | — | | | — | | | — | | | — | | | — | |
December 31, 2022 | | | | | | | | | |
Financial Assets | | | | | | | | | |
Cash and due from banks | $ | 28,477 | | | $ | 28,477 | | | $ | 28,477 | | | $ | — | | | $ | — | |
Interest-bearing deposits with banks | 32,346 | | | 32,346 | | | 32,346 | | | — | | | — | |
| | | | | | | | | |
Restricted investments in bank stock | 10,642 | | | n/a | | n/a | | n/a | | n/a |
Investment securities | 513,728 | | | 513,728 | | | 17,668 | | | 468,867 | | | 27,193 | |
Loans held for sale | 10,880 | | | 10,880 | | | — | | | 10,880 | | | — | |
Loans, net of allowance for loan losses | 2,126,054 | | | 1,991,164 | | | — | | | — | | | 1,991,164 | |
| | | | | | | | | |
Derivatives | 10,517 | | | 10,517 | | | — | | | 10,482 | | | 35 | |
Accrued interest receivable | 11,027 | | | 11,027 | | | — | | | 4,441 | | | 6,586 | |
| | | | | | | | | |
Financial Liabilities | | | | | | | | | |
Deposits | 2,444,939 | | | 2,440,660 | | | — | | | 2,440,660 | | | — | |
Deposits held for assumption in connection with sale of bank branches | 31,307 | | | 29,429 | | | — | | | 29,429 | | | — | |
Securities sold under agreements to repurchase and federal funds purchased | 17,251 | | | 17,251 | | | — | | | 17,251 | | | — | |
FHLB advances and other borrowings | 106,139 | | | 106,141 | | | — | | | 106,141 | | | — | |
Subordinated notes | 32,026 | | | 31,321 | | | — | | | 31,321 | | | — | |
Derivatives | 11,333 | | | 11,333 | | | — | | | 11,333 | | | — | |
Accrued interest payable | 457 | | | 457 | | | — | | | 457 | | | — | |
Off-balance sheet instruments | — | | | — | | | — | | | — | | | — | |
In accordance with the Company's adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, the methods utilized to measure the fair value of financial instruments at December 31, 2023 and 2022 represents an approximation of exit price; however, an actual exit price
may differ. At December 31, 2022, deposits held for assumption in connection with the sale of bank branches includes the balance from the Purchase and Assumption Agreement entered into by the Company and announced on December 23, 2022. This agreement provided for the sale of a branch and associated deposit liabilities at an agreed upon premium of 6.0% of the financial deposit balance transferred. The Company completed the sale of the subject branch on May 12, 2023.
NOTE 21. REVENUE FROM CONTRACTS WITH CLIENTS
On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent amendments (collectively “ASC 606”). The update implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The majority of the Company's revenue comes from interest income, including loans and securities, which are outside the scope of ASC 606. The Company's services that fall within the scope of ASC 606 are presented within noninterest income on the consolidated statements of income and are recognized as revenue as the Company satisfies its obligation to the client. Services within the scope of ASC 606 include service charges on deposit accounts, income from trust and investment management and brokerage activities and interchange fees from service charges on ATM and debit card transactions. ASC 606 did not result in a change to the accounting for any in-scope revenue streams; as such, no cumulative effect adjustment was recorded.
Descriptions of revenue generating activities that are within the scope of ASC 606 are as follows:
Service Charges on Deposit Accounts - The Company earns fees from its deposit clients for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees to clients and non-clients (included in other service charges, commissions and fees in the consolidated statements of income), stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the client's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the client's account balance.
Trust and Investment Management Income - The Company earns wealth management and investment brokerage fees from its contracts with trust and wealth management clients to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Company provides the contracted services and are generally assessed based on a tiered scale of the market value of assets under management. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e., the trade date. Other related services provided included financial planning services and the associated fees the Company earns, which are based on a fixed fee schedule, are recognized when the services are rendered. Services are generally billed in arrears and a receivable is recorded until fees are paid.
Brokerage Income - The Company earns fees from investment management and brokerage services provided to its clients through a third-party service provider. The Company receives commissions from the third-party service provider and recognizes income on a weekly basis based upon client activity. As the Company acts as an agent in arranging the relationship between the client and the third-party service provider and does not control the services rendered to the clients, brokerage income is presented net of related costs.
Interchange Income - The Company earns interchange fees from debit/credit cardholder transactions conducted through the MasterCard payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange income is presented net of cardholder rewards.
At December 31, 2023, 2022 and 2021, the Company had receivables from trust and wealth management clients totaling $697 thousand, $641 thousand and $702 thousand, respectively.
The following table presents the Company's noninterest income disaggregated by revenue source for the years ended December 31, 2023, 2022 and 2021.
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
Noninterest income | | | | | |
Service charges on deposit accounts and ATM fees | $ | 4,266 | | | $ | 4,157 | | | $ | 3,337 | |
| | | | | |
Trust and investment management income | 7,691 | | | 7,631 | | | 7,896 | |
Brokerage income | 3,649 | | | 3,620 | | | 3,571 | |
Interchange income | 3,873 | | | 4,056 | | | 4,129 | |
Revenue from contracts with clients | 19,479 | | | 19,464 | | | 18,933 | |
| | | | | |
Other service charges | 600 | | | 456 | | | 356 | |
Mortgage banking activities | 591 | | | 407 | | | 5,909 | |
| | | | | |
Income from life insurance | 2,482 | | | 2,339 | | | 2,273 | |
Swap fee income | 1,039 | | | 2,632 | | | 293 | |
Other income | 1,508 | | | 1,814 | | | 750 | |
Investment securities (losses) gains | (47) | | | (160) | | | 638 | |
Total noninterest income | $ | 25,652 | | | $ | 26,952 | | | $ | 29,152 | |
NOTE 22. ORRSTOWN FINANCIAL SERVICES, INC. (PARENT COMPANY ONLY) CONDENSED FINANCIAL INFORMATION
Condensed Balance Sheets
| | | | | | | | | | | |
| December 31, |
| 2023 | | 2022 |
Assets | | | |
Cash in bank subsidiary | $ | 13,996 | | | $ | 8,477 | |
| | | |
| | | |
| | | |
Investment in bank subsidiary | 284,540 | | | 249,266 | |
| | | |
Other assets | 659 | | | 3,466 | |
Total assets | $ | 299,195 | | | $ | 261,209 | |
Liabilities | | | |
Subordinated notes | $ | 32,093 | | | $ | 32,026 | |
Accrued interest and other liabilities | 2,046 | | | 287 | |
Total liabilities | 34,139 | | | 32,313 | |
Shareholders’ Equity | | | |
Common stock | 583 | | | 584 | |
Additional paid-in capital | 189,027 | | | 189,264 | |
Retained earnings | 117,667 | | | 92,473 | |
Accumulated other comprehensive loss | (28,476) | | | (39,913) | |
Treasury stock | (13,745) | | | (13,512) | |
Total shareholders’ equity | 265,056 | | | 228,896 | |
Total liabilities and shareholders’ equity | $ | 299,195 | | | $ | 261,209 | |
Condensed Statements of Income
| | | | | | | | | | | | | | | | | |
| For the Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
Income | | | | | |
Dividends from bank subsidiary | $ | 14,000 | | | $ | 27,000 | | | $ | 16,000 | |
Interest income from bank subsidiary | 158 | | | 29 | | | 25 | |
Other income | 21 | | | 16 | | | 119 | |
| | | | | |
Total income | 14,179 | | | 27,045 | | | 16,144 | |
Expenses | | | | | |
| | | | | |
Interest on subordinated notes | 2,017 | | | 2,013 | | | 2,009 | |
| | | | | |
Share-based compensation | 484 | | | 511 | | | 433 | |
Management fee to bank subsidiary | 1,449 | | | 1,341 | | | 1,089 | |
Merger-related expenses | 851 | | | — | | | — | |
Provision for legal settlement | — | | | 13,000 | | | — | |
Other expenses | 638 | | | 912 | | | 704 | |
Total expenses | 5,439 | | | 17,777 | | | 4,235 | |
Income before income tax benefit and equity in undistributed income of subsidiaries | 8,740 | | | 9,268 | | | 11,909 | |
Income tax benefit | (1,106) | | | (3,726) | | | (863) | |
Income before equity in undistributed income of subsidiaries | 9,846 | | | 12,994 | | | 12,772 | |
Equity in undistributed income of subsidiaries | 25,817 | | | 9,043 | | | 20,109 | |
Net income | $ | 35,663 | | | $ | 22,037 | | | $ | 32,881 | |
Condensed Statements of Cash Flows
| | | | | | | | | | | | | | | | | |
| For the Years Ended December 31, |
| 2023 | | 2022 | | 2021 |
Cash flows from operating activities: | | | | | |
Net income | $ | 35,663 | | | $ | 22,037 | | | $ | 32,881 | |
Adjustments to reconcile net income to cash provided by operating activities: | | | | | |
Amortization | 67 | | | 63 | | | 59 | |
Deferred income tax expense (benefit) | 8 | | | (7) | | | (4) | |
| | | | | |
| | | | | |
Equity in undistributed income of subsidiaries | (25,817) | | | (9,043) | | | (20,109) | |
Share-based compensation | 484 | | | 511 | | | 433 | |
Increase (decrease) in accrued interest and other liabilities | 1,759 | | | 231 | | | (40) | |
Decrease (increase) in other assets | 2,795 | | | (2,915) | | | 375 | |
| | | | | |
Net cash provided by operating activities | 14,959 | | | 10,877 | | | 13,595 | |
Cash flows from investing activities: | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Net cash paid for acquisitions | — | | | — | | | — | |
| | | | | |
Net cash used in investing activities | — | | | — | | | — | |
Cash flows from financing activities: | | | | | |
Dividends paid | (8,485) | | | (8,264) | | | (8,280) | |
| | | | | |
| | | | | |
Proceeds from issuance of common stock | 1,872 | | | 1,644 | | | 1,516 | |
Payments to repurchase common stock | (2,963) | | | (14,468) | | | (2,383) | |
Other, net | 136 | | | 143 | | | 136 | |
| | | | | |
Net cash used in financing activities | (9,440) | | | (20,945) | | | (9,011) | |
Net increase (decrease) in cash | 5,519 | | | (10,068) | | | 4,584 | |
Cash, beginning | 8,477 | | | 18,545 | | | 13,961 | |
Cash, ending | $ | 13,996 | | | $ | 8,477 | | | $ | 18,545 | |
NOTE 23. CONTINGENCIES
The nature of the Company’s business generates a certain amount of litigation involving matters arising out of the ordinary course of business. Except as described below, in the opinion of management, there are no legal proceedings that might have a material effect on the results of operations, liquidity, or the financial position of the Company at this time.
After years of litigation, on December 7, 2022, the Company entered into a Stipulation and Agreement of Settlement (the "Settlement") to settle the putative class action lawsuit filed by the Southeastern Pennsylvania Transportation Authority (“SEPTA”) in the U.S. District Court for the Middle District of Pennsylvania (the “Court”) against the Company, the Bank, certain current and former officers and directors of the Company and the Bank, the Company's former independent registered public accounting firm and the underwriters of the Company's March 2010 public offering of common stock asserting claims under the Federal securities laws. The Stipulation provided for a payment to the plaintiffs of $15.0 million, to which the Company contributed $13.0 million, a mutual release of claims against all parties, and a stipulation that the lawsuit would be dismissed with prejudice. On May 19, 2023, the Court issued an order which, among other things, gave final approval to the Stipulation and dismissed the lawsuit and all related claims with prejudice. The appeal period for this order expired on June 20, 2023, without any appeals having been filed.
On March 25, 2022, a customer of the Bank filed a putative class action complaint against the Bank in the Court of Common Pleas of Cumberland County, Pennsylvania, in a case captioned Alleman, on behalf of himself and all others similarly situated, v. Orrstown Bank. The complaint alleges, among other things, that the Bank breached its account agreements by charging certain overdraft fees. The complaint seeks a refund of all allegedly improper fees, damages in an amount to be proven at trial, attorneys’ fees and costs, and an injunction against the Bank’s allegedly improper overdraft practices. This lawsuit is similar to lawsuits filed against other financial institutions pertaining to overdraft fee disclosures.