0000826154us-gaap:FairValueMeasurementsRecurringMemberorrf:NonAgencyCollateralizedMortgageObligationsMemberus-gaap:FairValueInputsLevel1Member2022-12-31
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
2023
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____                    
Commission file number: 001-34292
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation or Organization)
23-2530374
(I.R.S. Employer Identification No.)
77 East King Street, P. O. Box 250, Shippensburg, Pennsylvania
(Address of Principal Executive Offices)
17257
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (717) 532-6114
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading symbol(s)Name of Each Exchange on Which Registered
Common Stock, No Par Valueno par valueORRFThe NASDAQ CapitalStock Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “large accelerated filer” and “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filerx
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company¨
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.).    Yes  ¨No x
The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $180.9$194.0 million. For purposes of this calculation, the term “affiliate” refers to all directors and executive officers of the registrant, and all persons beneficially owning more than 5% of the registrant’s common stock.
Number of shares outstanding of the registrant’sRegistrant’s common stock as of February 28, 2018: 8,412,247.

March 11, 2024: 10,705,077.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 20182024 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.



Table of Contents
ORRSTOWN FINANCIAL SERVICES, INC.
FORM 10-K
INDEX
Page



1

Table of Contents
Glossary of Defined Terms
The following terms may be used throughout this Annual Report on Form 10-K, including the consolidated financial statements and related notes.
TermDefinition
ACLAllowance for credit losses
TermALLDefinition
ALLAllowance for loan losses
AFSAvailable for saleAvailable-for-sale
AOCIAccumulated other comprehensive income (loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
BankOrrstown Bank, the commercial banking subsidiary of Orrstown Financial Services, Inc.
CET1BHC ActBank Holding Company Act of 1965
CECLCurrent expected credit losses
CET1Common Equity Tier 1
CMO
CFPBConsumer Financial Protection Bureau
CMOCollateralized mortgage obligation
CompanyCRAOrrstown Financial Services, Inc. and subsidiaries (interchangeable with "Orrstown” below)Community Reinvestment Act
EPSDodd-Frank ActEarnings per common shareDodd-Frank Wall Street Reform and Consumer Protection Act
ERMEnterprise risk managementRisk Management
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FDICFDIAFederal Deposit Insurance Act
FDICFederal Deposit Insurance Corporation
FHLBFDMFinancial difficulty modification
FHCFinancial holding company
FHLBFederal Home Loan Bank
FRBBoard of Governors of the Federal Reserve System
GAAPAccounting principles generally accepted in the United States of America
GSEGDPGross Domestic Product
GLB ActGramm-Leach-Bliley Act
GSEUnited States government-sponsored enterprise
IRC
IELIndividually evaluated loan
IRCInternal Revenue Code of 1986, as amended
LHFSLoans held for sale
MBSLIBORMortgage-backed securitiesLondon Interbank Offered Rate
MPF ProgramMBSMortgage Partnership Finance ProgramMortgage-backed securities
MSRMortgage servicing right
NIMNet interest margin
OCIOther comprehensive income (loss)
OFAOrrstown Financial Advisors, a division of the Bank that provides investment and brokerage services
OREOOther real estate owned (foreclosed real estate)
Orrstown
OTTIOrrstown Financial Services, Inc. and subsidiariesOther-than-temporary impairment
OTTIOther-than-temporary impairment
Parent CompanyOrrstown Financial Services, Inc., the parent company of Orrstown Bank and Wheatland Advisors, Inc.
2011 Plan2011 Orrstown Financial Services, Inc. Stock Incentive Stock Plan
PCD loansPurchased credit deteriorated loans
PCI loansPurchased credit impaired loans
PPPPaycheck Protection Program
Repurchase AgreementsSecurities sold under agreements to repurchase
SEC
ROURight of use (leases)
SBAU.S. Small Business Administration
SECSecurities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
TDRSOFRSecured Overnight Financing Rate
TDRTroubled debt restructuring
U.S.United States of America
WheatlandWheatland Advisors, Inc., the Registered Investment Advisor subsidiary of Orrstown Financial Services, Inc.
Unless the context otherwise requires, the terms “Orrstown,” “we,” “us,” “our,” and “Company” refer to Orrstown Financial Services, Inc. and its subsidiaries.


2



Table of Contents

PART I


Caution About Forward-Looking Statements:

FromCertain statements appearing herein, which are not historical in nature, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications, from time to time, Orrstown has made and may continue to make written or oralthat contain such statements. Such forward-looking statements regardingreflect the current views of the Company's management with respect to, among other things, future events and the Company's financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. Forward-looking statements are statements that include projections, predictions, expectations, estimates or beliefs about events or results or otherwise are not statements of historical facts, many of which, by their nature, are inherently uncertain and beyond the Company's control, and include, but are not limited to, statements related to new business development, new loan opportunities, growth in the balance sheet and fee-based revenue lines of business, merger and acquisition activity, cost savings initiatives, reducing risk assets, and mitigating losses in the future. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, successful merger and acquisition activity and cost savings initiatives, and continued reductions in risk assets or mitigate losses in the future. Factors which could cause the actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; ineffectiveness of the Company's strategic growth plan due to changes in current or future market conditions; changes in interest rates; failure to complete the merger with Codorus Valley Bancorp, Inc. or unexpected delays related to the merger or either party's inability to satisfy closing conditions required to complete the merger; certain restrictions during the pendency of the proposed transactions with Codorus Valley Bancorp, Inc. that may impact the parties' abilities to pursue certain business opportunities or strategic transactions; the diversion of management's attention from ongoing business operations and opportunities; the effects of competition and how it may impact our outlookcommunity banking model, including industry consolidation and development of competing financial products and services; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in laws and regulations; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for earnings, revenues,our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses capitalassociated with litigation and liquidity levels and ratios, asset levels, asset quality, financial positionlegal proceedings; and other matters regarding or affecting Orrstownrisks and its future business and operations or the impactuncertainties. The foregoing list of legal, regulatory or supervisory matters on our business operations or performance. This Annual Report on Form 10-K also includes forward-looking statements. With respectfactors is not exhaustive.
For a description of factors that we believe could cause actual results to alldiffer materially from such forward-looking statements, you should review our Risk Factors discussion in Item 1A, our Critical Accounting Policies and Cautionary Statement About Forward-Looking Statements sectionssection included in Item 7, and Note 19,23, Contingencies, in the Notes Toto Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. We encourage readers of this report to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speakIf one or more events related to these or other risks or uncertainties materialize, or if the Company's underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date they are made. We doon which it is made, and the Company does not intendundertake any obligation to publicly update publiclyor review any forward-looking statementsstatement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to reflect circumstancestime, and it is not possible for the Company to predict those events or events that occur afterhow they may affect it. In addition, the dateCompany cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Annual Report on Form 10-K are made.expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company's behalf may issue.

3

ITEM 1 – BUSINESS
Background
Orrstown Financial Services, Inc., a Pennsylvania corporation, is the financial holding company ("FHC") for its wholly-owned subsidiariessubsidiary Orrstown Bank and Wheatland Advisors, Inc.Bank. The Company’s principal executive offices are located at 77 East King Street, Shippensburg, Pennsylvania, 17257, with additional executive and administrative offices at 4750 Lindle Road, Harrisburg, Pennsylvania, 17111.Pennsylvania. The Parent Company was organized on November 17, 1987 for the purpose of acquiring the Bank and such other banks and bank-related activities as are permitted by law and desirable.law. The Company provides banking and bank-relatedfinancial advisory services through branches located in south central Pennsylvania, principally in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and PerryYork Counties, Pennsylvania, and in Anne Arundel, Baltimore, Howard and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Maryland. Wheatland was acquired inVirginia and Berkeley, Jefferson and Morgan Counties, West Virginia.
Pending Merger
On December 201612, 2023, the Company and provides services asCodorus Valley Bancorp, Inc. ("Codorus Valley" or “CVLY”) entered into a registered investment advisor through its office in Lancaster County, Pennsylvania.
Thedefinitive agreement to affect a “merger of equals” transaction pursuant to which CVLY will be merged with and into the Company, files periodic reports with the SECCompany as the surviving corporation (the "Merger"). Promptly following the Merger, CVLY’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, will be merged with and into the Bank, with the Bank as the surviving bank.
Under the terms of the agreement, CVLY shareholders will have the right to receive 0.875 shares of the Company’s common stock and cash in lieu of any fractional shares of the Company’s common stock. Upon closing, shareholders of the Company, prior to the closing of the Merger, will own approximately 56% of the combined company and shareholders of CVLY will own approximately 44% of the combined company. 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 formthird quarter of quarterly reports on Form 10-Q, annual reports on Form 10-K, annual proxy statements2024. As of December 31, 2023, CVLY had $2.2 billion in assets and current reports on Form 8-K for any significant events that may arise during the year. Copies of these reports,operated 22 full-service branches and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be obtained free of charge through the SEC’s Internet site at www.sec.gov or by accessing the Company’s website at www.orrstown.com as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Information on our website shall not be considered a part of this Annual Report on Form 10-K.eight limited purpose branches in Pennsylvania and Maryland.
Business
The Bank was originally organized in 1919 as a state-chartered bank. On March 8, 1988, in a bank holding company reorganization transaction, the Parent Company acquired 100% ownership of the Bank.
The Parent Company’s primary activity consists of owning and supervising its subsidiaries,subsidiary, the Bank and Wheatland.Bank. Day-to-day management is conducted by its officers, who are also Bank officers. The Parent Company has historically derived most of its income through dividends from the Bank. At December 31, 2017,2023, the Company had total assets of $1,558,849,000,$3.1 billion, total deposits of $2.6 billion and total shareholders’ equity of $144,765,000 and total deposits of $1,219,515,000.
The Parent Company has no employees. Its nine officers are employees of the Bank. On December 31, 2017, the Bank and Wheatland combined had 321 full-time and 17 part-time employees.$265.1 million.
The Bank isoperates 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 Bank also provides fiduciary, investment advisory, insurance and brokerage services. These activities engaged in commercial banking and trust business asby the Bank are authorized by the Pennsylvania Banking Code of 1965. This involves accepting demand, timeThe Company and savings deposits,the Bank are subject to regulation by certain federal and granting loans. The Bank holds commercial, residential, consumerstate agencies and agribusiness loans primarily in its market areas of Cumberland, Dauphin, Franklin, Lancaster and Perry Counties in Pennsylvania; Washington County, Maryland; and in contiguous counties.undergo periodic examinations by such regulatory authorities. The concentrations of credit by type of loan are included in Note 4, Loans and Allowance for LoanCredit Losses, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."
Human Capital
At December 31, 2023, the Bank had 410 full-time and 15 part-time employees. At December 31, 2023, approximately 66% of our workforce was female and 34% were male. Our average tenure is approximately seven years. The Parent Company has no employees. Its 12 executive officers are employees of the Bank, maintainswho represent a diversifiedmix of newer and more seasoned employees with diverse experience and have an average tenure of ten years.
We encourage and support the growth and development of our employees. Continuous learning and career development is advanced through ongoing performance and development conversations with employees, internally created training programs, including development and advancement training offered through Orrstown University, customized corporate training engagements and educational reimbursement and certification programs. Training opportunities are available both online and in-person, and all employees have online access to courses for professional development provided by a third party. During 2023, we also expanded our Management Associate Program from five employees to seven employees. This program provides a structured learning experience, which ranges from one to two years, that focuses on the commercial line of business and credit
4

administration, and then progresses into rotations within other lines of business. The inaugural class will graduate from the program in 2024.
Employee evaluations are conducted on at least an annual basis. Those evaluations focus on job performance, achievement of goals and employee and career development. In addition, we monitor employee satisfaction and engagement through periodic employee surveys.
The safety, health and wellness of our employees is a top priority. The COVID-19 pandemic presented a unique challenge with regard to maintaining employee safety while continuing successful operations. Through teamwork and the adaptability of our management and staff, our remote work options evolved as result of the COVID-19 pandemic. Currently, many of our employees effectively work a hybrid schedule from our office and remote locations. We continue to highlight the importance of the safety, health and wellness of our employees. We also introduced a number of new initiatives that focus on both physical and mental health. We take every opportunity to provide our employees with the tools and resources to assist them to navigate their work environment in a more positive and thoughtful manner.
We believe that it is critically important that its employee base reflects the communities that we serve. Our Diversity, Equity & Inclusion Council has taken concrete steps to diversify the job applicant pool. In addition to the our website, social media platforms and through talent recruiting efforts by third-party recruiters, job openings were posted directly at Historically Black Colleges and Universities within the Company's market area. Our President and Chief Executive Officer also signed the CEO ACTION for Diversity & Inclusion Pledge, which makes commitments to continue making our workplaces trusting places, implementing and expanding unconscious bias education, sharing best practices and creating and sharing strategic inclusion and diversity plans with our Board of Directors. Our Diversity, Equity and Inclusion Council continued to take impactful steps in 2023. The council provided educational opportunities to employees throughout the year and also represented the Company during Harrisburg's and Lancaster's PrideFest events, India Day and contributed for the purchase of children's books to the Salvation Army in Harrisburg in celebration of Black History Month. In 2023, our Diversity, Equity & Inclusion Council started the Company's first Employee Resource Group ("ERG"). The pilot ERG was named Orrstown Women's Network ("OWN") and includes 35 members focused on topics and initiatives that are important to women. During 2023, OWN met quarterly and also completed a fundraiser and participated in Harrisburg's Breast Cancer Awareness Walk. Subsequently, our Diversity, Equity & Inclusion Council announced its second ERG offering: an LGBTQ+ Employee Resource Group, which will provide resources, learning and networking opportunities to all of its members.
We offer competitive compensation to attract and further strengthen employee engagement and encourage retention. Compensation packages include market-competitive salary, healthcare and retirement benefits, paid time off, and may also include bonuses or sales commissions and short-term and long-term equity incentives.
We deploy numerous methods to foster employee engagement, including regular company-wide calls, weekly communication through our Orrstown Connections publications, new employee engagement event with the CEO, employee recognitions and service anniversaries including an event for Employee Appreciation Day, community service and leadership programs, annual events for all employees and off-site events with family and friends.
Lending
Federal bank regulatory agencies have adopted uniform regulations prescribing standards for extensions of credit that are secured by liens or interests in real estate or made for the purpose of financing permanent improvements to real estate. Under these regulations, all insured depository institutions, such as the Bank, must adopt and maintain written policies establishing appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and evaluates each customer’s creditworthiness on a case-by-case basis.measurable, loan administration procedures and documentation, and approval and reporting requirements. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management’s credit evaluationreal estate lending policies must reflect consideration of the customer pursuant to collateral standards established in the Bank’s credit policies and procedures.

Wheatland was acquired to supplement the Bank's trust and wealth management group and to provide opportunitiesfederal bank regulatory agencies’ Interagency Guidelines for future growth in these areas.
Real Estate Lending Policies.
All secured loans are supported with appraisals or evaluations of collateral. Business equipment and machinery, inventories, accounts receivable, and farm equipment are considered appropriate security, provided theyborrowers meet acceptable standards for liquidity and marketability. Loans secured by real estate generally do not exceed 90%85% of the appraised value of the property. Loan to collateral values are monitored as part of the loan review process, and appraisals are updated as deemed appropriate under the circumstances.
Commercial Lending
A majority of the Company’s loan assets are loans for business purposes. Approximately 63% of the loan portfolio is comprised of commercial loans. The Bank makesoriginates commercial real estate, equipment, construction, working capital and other commercial purpose loans as required by the broad range of borrowers acrossto commercial clients throughout the Bank’s various markets. The Bank has significant market share in south central Pennsylvania and has been expanding its presence geographically in recent years. Currently, growth markets include the
5

Harrisburg region, Lancaster County and Maryland markets, while the Bank's commercial lending is primarily focused in these geographic regions or with borrowers headquartered in these geographic regions, 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 Bank’s credit policy dictates the underwriting requirements for the various types of commercial loans the Bank would extendmakes available to borrowers. The policy covers such requirements as debt coverage ratios, advance raterates against different forms of collateral, loan-to-value ratios (“LTV”) and maximum term.
A majority of the Company’s loans are for business purposes. At December 31, 2023, approximately 79% of the loan portfolio was comprised of commercial loans.
Consumer Lending
The Bank providesoriginates home equity loans, home equity lines of credit and other consumer loans, primarily through its branch network and customer callclient service center. A large majority of the consumer loans are secured by either a first or second lien position on the borrower’s primary residential real estate. The Bank requires a LTVloan-to-value ratio of no greater than 90%85% of the value of the real estate being taken as collateral. Wecollateral with a minimum credit score of 710. The Bank also, at times, purchasepurchases consumer loans to help diversify credit risk in our loan portfolio.
Residential Lending
The Bank providesoriginates residential mortgages throughout its various markets referred from retail branches and through a network of mortgage loan officers. A majority of the residentialResidential mortgages originated areby the Bank may be sold to secondary market investors, primarily Wells Fargo, Fannie Maewhich include both GSE and the FHLB of Pittsburgh.non-GSE investors. All mortgages, regardless of being sold or held in the Bank’s portfolio, are generally underwritten to secondary market industry standards for prime mortgages. For loans originated for investment, the Bank requires pricing adjustments commensurate with the risk, and the real estate taken as collateral generally results in the Bank holding a first lien on the property. The Bank generally requires an LTV of no greater than 80% of the valueloan-to-value ratio requirements of the real estate being taken as collateral withoutvaries per the Credit Policy, and may require the borrower obtainingto obtain private mortgage insurance.
Loan Review
The BankCompany 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 and senior officers and loan department personnel, is charged with the oversight of overall credit quality and risk exposure of the Bank’sCompany's loan portfolio. This includes the monitoring of the lending activities of all BankCompany 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. TheA loan review program provides the BankCompany with an independent review of the Bank’scommercial 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 toincreases the possibility of a possible credit event.loss.
Internal loan reviews are completed annually on all commercial relationships with a committed loan balance in excess of $500,000,$1.0 million, which includes confirmation of risk rating by an independent credit officer. In addition, all commercial relationships greater than $250,000$500 thousand rated Substandard, Doubtfulsubstandard, doubtful or Lossloss are reviewed quarterly and corresponding risk ratings are changed or reaffirmed by the Bank'sCompany's Problem Loan Committee, with subsequent reporting to the Management ERM Committee.Committee and the Board of Directors.
The Bank outsources its independent loan review to a third-party provider, whichwho monitors and evaluates loan customersborrowers on a quarterly basis utilizing risk-rating criteria established in the credit policy in order to identify deteriorating trends and detect conditions which might indicate potential problem loans. The results of the third-party loan review firm reports the results of the loan reviewsare reported quarterly to the Management and Board ERM CommitteeCommittees for approval.review. The loan ratings provide the basis for evaluating the adequacy of the ALL.ACL.

Deposit Products
The Bank offers deposit products to retail, commercial, non-profit and government clients through its retail branch network, its website and commercial team. Product offerings for retail clients include checking accounts, money market, savings and certificates of deposit. The Bank offers a suite of treasury management solutions for businesses that help them to forecast and manage their cash and receivables. The Bank is committed to advancing digital capabilities for all clients, to ensure scalability and optimization of financial performance within the organizations. A robust treasury management online banking platform allows clients to send and collect money electronically using ACH and wire transfer origination services, deposit checks via mobile or desktop capture, and mitigate fraud through check and ACH positive pay services. Wire transfers may be sent and also received domestically, as well as internationally in most currencies. Online bill-pay services allow check and
6

electronic payments, with same day, next day and future dated payments. Additionally, business clients can automatically move money between Bank accounts using various automated sweep services. Using strategic partnerships, the Bank is able to offer best-in-class lockbox services, armored cash logistic solutions, credit cards, purchasing cards, and merchant card processing services.
Digital capability for consumers includes person-to-person (P2P) payment, bill pay, mobile deposit capture and domestic money transfer services. Traditional domestic and international wire transfer services are also offered via the Bank's branches. In addition to opening accounts and communicating with employees via traditional branch or call-center engagement, digital online account opening, online loan and credit card application processing, online mortgage pre-qualification and mortgage application processing, automated telephone services, and online chat features provide consumers with convenient digital alternatives to more traditional products and services.
The Bank competes for deposits similarly on the basis of a combination of value and service and by providing convenience through a broad network of branches, ATMs, card services, and digital service channels.
Investment Services
Through its trust department, the Bank renders services as trustee, executor, administrator, guardian, managing agent, custodian, investment advisor, and other fiduciary activities authorized by law under the trade name "OrrstownOrrstown Financial Advisors."Advisors, or OFA. OFA offers retail brokerage services through a third-party broker/dealer arrangement with Cetera Advisor Networks LLC. Wheatland also offers investment advisor services as a registered investment advisor. At December 31, 2017,2023, assets under management by OFA totaled $1.8 billion.
Competition
The Bank’s principal market area consists of south central Pennsylvania, the greater Baltimore region, and Wheatland totaled $1,370,950,000.Washington County, Maryland. The Bank serves a substantial number of depositors in this market area and its contiguous counties.
The Bank competes with other banks and less heavily regulated financial services companies, such as credit unions and finance and trust companies, as well as mortgage banking companies, mutual funds, investment advisors, and brokerage firms, both within and outside of its primary market areas. Financial technology companies, or Fintechs, are also providing nontraditional, but increasingly strong competition for the acquisition and retention of clients.
The Bank competes for loans primarily on the basis of a combination of value and service by building client relationships as a result of addressing its clients’ banking needs, demonstrating expertise, and providing convenience to its clients.
The Bank competes for deposits similarly on the basis of a combination of value and service and by providing convenience through a banking network of branches and ATMs within its markets and digital service channels such as mobile banking.
The Company implements strategic initiatives focused on expanding its core businesses and exploring, on an ongoing basis, acquisition, divestiture, and joint venture opportunities to the extent permitted by its regulators and in alignment with its strategic goals. The Company analyzes each of the Bank's products and businesses in the context of shareholder return, client demands, competitive advantages, industry dynamics, and growth potential. The Company's management believes its market area will support further growth in the future.
Regulation and Supervision
The Parent Company is a bank holding company registered with the FRB and has elected status as a financial holding company ("FHC"). As a registered bank holding company and FHC, the Company is subject to regulation under the Bank Holding Company Act of 1956 (the “BHC Act”) and to inspection, examination, and supervision by the Federal Reserve Bank of Philadelphia (“Federal Reserve Bank”).
FHC. The Bank is a Pennsylvania-chartered commercial bank and a member bank of the FRB. Federal Reserve System.
Regulatory Environment
The operations of the Bank arebanking industry is highly regulated, and Orrstown is subject to federalsupervision, regulation, and state statutes applicable to banks chartered under Pennsylvania law, to FRB member banks and to banks whose deposits are insuredexamination by the FDIC. The Bank’s operations are also subject to regulations ofFRB, as its primary federal regulator, and the Pennsylvania Department of Banking and Securities. The statutory and regulatory framework that governs the Company is generally intended to protect depositors and clients, the FDIC's Deposit Insurance Fund, the U.S. banking and financial system, and financial markets as a whole by ensuring the safety and soundness of bank holding companies ("BHCs") and banks. Bank regulators regularly examine the operations of BHCs and banks. Regulators have broad supervisory and enforcement authority over BHCs and banks, including the power to impose nonpublic supervisory agreements, issue cease and desist orders, impose fines and other civil penalties, terminate deposit insurance, and appoint a conservator or receiver. Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations, and supervisory agreements could subject the Company and its respective officers, directors, and institution-affiliated parties to the remedies described above, and other sanctions.
7

Banking statutes, regulations, and policies are continually under review, as applicable, by Congress, state legislatures, and federal and state regulatory agencies. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters, and similar written guidance applicable to Orrstown. Any change in statutes, regulations, or regulatory policies applicable to us, including changes in their interpretation or implementation, could have a material effect on our business or organization.
The Parent Company is also subject to the disclosure and regulatory requirements of the Securities the FRBAct and the FDIC.
Wheatland is subject to periodic examinationExchange Act, both as administered by the SEC.SEC, as well as the rules of Nasdaq that apply to companies with securities listed on the Nasdaq Capital Market.
Several of the more significant regulatory provisions applicable to bank holding companiesBHCs and banks to which the Company and the Bank are subject are discussed below, along with certain regulatory matters concerning the Parent Company and the Bank. To the extent that the following information describes statutory or regulatory provisions, such information is qualified in its entirety by reference to the particular statutes or regulations. Any change in applicable law or regulation may have a material effect on the business and prospects of the Parent Company and the Bank.
Financial and Bank Holding Company Activities
As ana FHC, we arethe Parent Company is permitted to engage, directly or through subsidiaries, in a wide variety of activities that are financial in nature or are incidental or complementary to a financial activity, in addition to all of the activities otherwise allowed to us.allowed.
As ana FHC, the Parent Company is generally subject to the same regulation as other bank holding companies,BHCs, including the reporting, examination, supervision and consolidated capital requirements of the FRB. To preserve ourits FHC status, wethe Parent Company must remain well-capitalized and well-managed and ensure that the Bank remains well-capitalized and well-managed for regulatory purposes and earns “satisfactory” or better ratings on its periodic Community Reinvestment Act (“CRA”)CRA examinations. An FHC ceasing to meet these standards is subject to a variety of restrictions, depending on the circumstances.
If the Parent Company or the Bank are either not well-capitalized or not well-managed, the Parent Company or the Bank must promptly notify the FRB. Until compliance is restored, the FRB has broad discretion to impose appropriate limitations on ana FHC’s activities. If compliance is not restored within 180 days, the FRB may ultimately require the FHC to divest its depository institutions or in the alternative, to discontinue or divest any activities that are permitted only to non-FHC bank holding companies.
If the FRB determines that ana FHC or its subsidiaries do not satisfy the CRA requirements, the potential restrictions are different. In that case, until all of the subsidiary institutions are restored to at least “satisfactory” CRA rating status, the FHC may not engage, directly or through a subsidiary, in any of the additional activities permissible under the BHC Act nor make additional acquisitions of companies engaged in thesuch additional activities. However, completed acquisitions and additional activities and affiliations previously begun are left undisturbed, as the BHC Act does not require divestiture for this type of situation.
Federal Financial Regulatory Reform
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010, substantially increased regulatory oversight and enforcement and imposed additional costs and risks on the operations of financial holding companies and banks.
The Dodd-Frank Act materially changed the regulation of financial institutions and the financial services industry and created a framework for regulatory reform. The Dodd-Frank Act and the regulations thereunder, some of which are still being drafted and implemented,include provisions affecting large and small financial institutions alike, including several provisions that affect the regulation of community banks and bank holding companies.

The Dodd-Frank Act, among other things, imposed new capital requirements on bank holding companies; changed the base for FDIC insurance assessments to a bank’s average consolidated total assets minus average tangible equity, rather than upon its deposit base; permanently raised the current standard deposit insurance limit to $250,000; and expanded the FDIC’s authority to raise insurance premiums. The legislation also called for the FDIC to raise its ratio of reserves to deposits from 1.15% to 1.35% for deposit insurance purposes by September 30, 2020 and to “offset the effect” of increased assessments on insured depository institutions with assets of less than $10 billion.
The Dodd-Frank Act also included provisions that affect corporate governance and executive compensation at all publicly-traded companies and allows financial institutions to pay interest on business checking accounts. The legislation also restricts proprietary trading by banking organizations, places restrictions on the owning or sponsoring of hedge and private equity funds, and regulates the derivatives activities of banks and their affiliates. The Dodd-Frank Act established the Financial Stability Oversight Council to identify threats to the financial stability of the U.S., promote market discipline, and respond to emerging threats to the stability of the U.S. financial system.
The Dodd-Frank Act also established the Consumer Financial Protection Bureau (the "CFPB") as an independent entity funded by the FRB. The CFPB has broad rulemaking, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home-equity loans and credit cards. The CFPB’s rules contain provisions on mortgage-related matters such as steering incentives, and determinations as to a borrower’s ability to repay, loan servicing, and prepayment penalties. The CFPB has primary examination and enforcement authority over banks with over $10 billion in assets as to consumer financial products.
One of the announced goals of the CFPB is to bring greater consumer protection to the mortgage servicing market. The CFPB has defined a “qualified mortgage” for purposes of the Dodd-Frank Act, and set standards for mortgage lenders to determine whether a consumer has the ability to repay the mortgage. It has also issued regulations affording safe harbor legal protections for lenders making qualified loans that are not “higher priced.” The CFPB's regulations contain new mortgage servicing rules applicable to the Bank, which took effect in 2014. Changes affect notices to be given to consumers as to delinquency, foreclosure alternatives, modification applications, interest rate adjustments and options for avoiding “force-placed” insurance. Servicers are prohibited from processing foreclosures when a loan modification is pending, and must wait until a loan is more than 120 days delinquent before initiating a foreclosure action.
The servicer must provide direct and ongoing access to its personnel, and provide prompt review of any loss mitigation application. Servicers must maintain accurate and accessible mortgage records for the life of a loan and until one year after the loan is paid off or transferred.
The Bank presently services 5,000 or fewer mortgage loans which it owns or originated, so it is considered a “Small Servicer” and is exempt from certain parts of the mortgage servicing rules. The mortgage servicing requirements applicable to the Bank’s servicing operations under the new mortgage servicing rules are: adjustable rate mortgage interest rate adjustment notices; prompt payment crediting and payoff statements; limits on force-placed insurance; responses to written information requests and complaints of errors; and loss mitigation with regard to the first notice or filing for a foreclosure and no foreclosure proceedings if a borrower is performing pursuant to the terms of a loss mitigation agreement.

Federal Deposit Insurance
The Bank’sFDIC's Deposit Insurance Fund provides insurance coverage for certain deposits, are insuredup to applicable limits by the FDIC. Thea standard maximum deposit insurance amount of $250 thousand per depositor and is $250,000 underfunded through assessments on insured depository institutions, based on a methodology designed to take into account the Dodd-Frank Act.
risk each institution poses to the Deposit Insurance Fund. The Bank accepts client deposits that are insured by the Deposit Insurance Fund and, therefore, must pay insurance premiums. The FDIC may increase the Bank’s insurance premiums based on various factors, including changes in the Bank's risk profile. Beginning with the first quarterly assessment period of 2023, the FDIC increased the initial base deposit insurance assessment rate by two basis points, which is required byintended to increase the Dodd-Frank Act to return its insuranceDeposit Insurance Fund ("DIF") reserve ratio to 1.35% no later than September 30, 2020. Once the fund reaches 1.15%, banks larger than $10statutory minimum of 1.35%. For 2023, the FDIC insurance expense for the Bank was $2.0 million.
In November 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured deposits from bank events earlier in 2023. The FDIC will collect the special assessment beginning with the first quarterly assessment of 2024 and will continue to collect the special assessment for an estimated total of eight quarterly assessment periods. Banking organizations with total assets under $5.0 billion in assets will be required to assumeexempt from the burden of bringing the fund to 1.35%.
On June 30, 2016, the Federal Deposit Insurance Fund reached the 1.15% ratio. As required by the Dodd-Frank Act, the FDIC changed its calculation of FDIC insurance premiums. Institutions are now assigned a base rate using their examination ratings,special assessment, which is then adjusted based on their leverage ratio, net income before taxes to total assets ratio, nonperforming loans and leases to gross assets ratio, other real estate owned to gross assets ratio, loan mix index, and one-year asset growth rate. The result is then further adjusted to reflect its level of unsecured debt issued,data from the level of unsecured depository institution debt it owns, and the level of brokered deposits (excluding reciprocal deposits) it has issued above regulatory minimums.December 31, 2022 reporting period.
If the FDIC is appointed conservator or receiver of a bank upon thethat bank’s insolvency or the occurrence of other events, the FDIC may sell some, part, or all of a bank’s assets and liabilities to another bank or repudiate or disaffirm most types of contracts to which thethat bank was a party if the FDIC believes such contracts are burdensome. In resolving the estate of a failed
8

bank, the FDIC as receiver will first satisfy its own administrative expenses, and the claims of holders of U.S. deposit liabilities also have priority over those of other general unsecured creditors.

Liability for Banking Subsidiaries
Under the Dodd-Frank Act and applicable FRB policy, a bank holding companyThe Parent Company is expectedrequired to actserve as a source of financial and managerial strength to each of its subsidiary banksthe Bank and, under appropriate conditions, to commit resources to their support.support the Bank. This support may be required by the FRB at times when the Bank might otherwise determine not to provide it or when doing so is not otherwise in the interests of the Parent Company or its shareholders or creditors. The FRB may require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the BHC’s ability to commit resources to such subsidiary bank.
Under these requirements, the Parent Company may in the future be required to provide financial assistance to the Bank should it experience financial distress. Any loans by a holding company may not haveto its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the resources to provide it. Similarly, under the cross-guarantee provisionsevent of the Federal Deposit Insurance Act (the “FDIA”), the FDIC can holdParent Company's bankruptcy, any FDIC-insured depository institution liable for any loss suffered or anticipatedcommitment by the FDIC in connection withParent Company to a federal bank regulatory agency to maintain the “default”capital of a commonly controlled FDIC-insured depository institution; or any assistance providedthe Bank would be assumed by the FDICbankruptcy trustee and entitled to a commonly controlled FDIC-insured depository institution “in dangerpriority of default.”payment.
Pennsylvania Banking Law
The Pennsylvania Banking Code (“Banking Code”) contains detailed provisions governing the organization, location of offices, rights and responsibilities of directors, officers, and employees, as well as corporate powers, savings and investment operations and other aspects of the Bank and its affairs. The Pennsylvania Banking Code delegates extensive rule-making power and administrative discretion to the PDBPennsylvania Department of Banking and Securities so that the supervision and regulation of state charteredstate-chartered banks may be flexible and readily responsive to changes in economic conditions and in savings and lending practices.
The FDIA, however, prohibits state charteredstate-chartered banks from making new investments, loans, or becoming involved in activities as principal and equity investments which are not permitted for national banks unless the FDIC determines the activity or investment does not pose a significant risk of loss to the Deposit Insurance Fund;Fund, and thea bank meets all applicable capital requirements. Accordingly, the additional operating authority provided to the Bank by the Pennsylvania Banking Code ismay be significantly restricted by the FDIA.
Dividend Restrictions
The Parent Company’s funding for cashCompany is a legal entity separate and distinct from its banking and non-banking subsidiaries. Since the Parent Company's consolidated net income consists largely of net income of its subsidiaries, its ability to make capital distributions, toincluding paying dividends and repurchasing shares, depends upon its shareholders is derived from a variety of sources, including cash and temporary investments. One of the principal sources of those funds has historically been dividends received from the Bank. Various federal and state laws limit the amountreceipt of dividends from these subsidiaries. Under federal law, there are various limitations on the extent to which the Bank can declare and pay dividends to the Parent Company, withoutincluding those related to regulatory approval. In addition, federal bankcapital requirements, general regulatory agencies have authorityoversight to prohibit the Bank from engaging in anprevent unsafe or unsound practice in conducting its business. Thepractices, and federal banking law requirements concerning the payment of dividends depending uponout of net profits, surplus, and available earnings. The Bank must maintain the financial conditionCET1 Capital Conservation Buffer requirement of the bank in question, could be deemed2.5% to constitute an unsafe or unsound practice. Theavoid becoming subject to restrictions on capital distributions, including dividends. Certain contractual restrictions also may limit the ability of the Bank to pay dividends to the Parent Company. No assurances can be given that the Bank will, in any circumstances, pay dividends to the futureParent Company.
The Parent Company's ability to declare and pay dividends to its shareholders is similarly limited by federal banking law and FRB regulations and policy.
FRB policy provides that a BHC should not pay dividends unless (1) the BHC’s net income over the last four quarters (net of dividends paid) is sufficient to fully fund the dividends, (2) the prospective rate of earnings retention appears consistent with the capital needs, asset quality, and overall financial condition of the BHC and its subsidiaries, and (3) the BHC will continue to meet minimum required capital adequacy ratios. Accordingly, a BHC should not pay cash dividends that can only be funded in ways that weaken the BHC’s financial health, such as by borrowing. The policy also provides that a BHC should inform the FRB reasonably in advance of declaring or paying a dividend that exceeds earnings for the period for which the dividend is being paid or that could result in a material adverse change to the BHC’s capital structure. BHCs also are expected to consult with the FRB before increasing dividends or redeeming or repurchasing capital instruments. Additionally, the FRB could prohibit or limit the payment of dividends by a BHC if it determines that payment of the dividend would constitute an unsafe or unsound practice.
9

Transactions between a Bank and its Affiliates
Federal banking laws and regulations impose qualitative standards and quantitative limitations upon certain transactions between a bank and its affiliates, including between a bank and its holding company and companies that the BHC may be influenceddeemed to control for these purposes. Transactions covered by bankthese provisions must be on arm’s-length terms, and cannot be offered on terms more favorable than would be offered to non-related borrowers of similar creditworthiness, and cannot exceed certain amounts which are determined with reference to that bank’s regulatory policiescapital. Moreover, if the transaction is a loan or other extension of credit, it must be secured by collateral in an amount and capital guidelines.quality expressly prescribed by statute, and if the affiliate is unable to pledge sufficient collateral, the BHC may be required to provide it. The Dodd-Frank Act expanded the coverage and scope of these restrictions and requirements, including by applying them to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions. Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured banks, such as the Bank, and their subsidiaries to their directors, executive officers, and principal shareholders.
Regulatory Capital Requirements
Compliance by the Company and the Bank with respect to capital requirements is incorporated by reference from Note 13,17, Shareholders' Equity and Regulatory Capital, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," and from the Capital Adequacy and Regulatory Matters section of Item 7, “Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations.”
The Bank is subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III Capital Rules
Effective January 1, 2015,capital rules adopted by the Company and the Bank became subject toFRB. These rules implement the Basel III Capital Rules, which substantially revised risk-based capital requirements. The Basel III Capital Rules revised the definitions and components ofinternational regulatory capital addressed other issues affectingstandards in the numerator in banking institutions’ regulatory capital ratios, asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replaced the existing general risk-weighting approach.
The Basel III Capital Rules introduced a new capital measure called Common Equity Tier 1 and a related regulatory capital ratio of CET1 to risk-weighted assets; increased the minimum requirements for Tier 1 Capital ratioU.S., as well as certain provisions of the minimum levelsDodd-Frank Act. These quantitative calculations are minimums, and the FRB may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to be considered well capitalized under prompt corrective action;operate in a safe and introducedsound manner.
Under the “capital conservation buffer,” designed to absorb losses during periods of economic stress. Institutions with a ratio of CET1 to risk-weightedU.S. Basel III capital rules, the Parent Company's and the Bank’s assets, above the minimum but below the capital conservation bufferexposures, and certain off-balance sheet items are subject to constraints on dividends, equity repurchases and discretionary bonusesrisk weights used to executive officers based ondetermine the amount ofinstitutions’ risk-weighted assets. These risk-weighted assets are used to calculate the shortfall. When fully phased-in on January 1, 2019, thefollowing minimum capital standards applicable toratios for the Parent Company and the Bank will include an additional capital conservation buffer of 2.5%Bank:
• CET1 Risk-Based Capital Ratio, equal to the ratio of CET1 effectively resulting in minimum ratios inclusive of the capital conservation buffer of (i) CET1 to risk-weighted assets. CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including goodwill, intangible assets, certain deferred tax assets, and AOCI. The Company has elected to opt out of at least 7%, (ii)including AOCI components.
• Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock, and certain qualifying capital instruments.
• Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying ACL.
• Tier 1 Leverage Ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of at least 8.5%,goodwill, certain other intangible assets, and (iii) Totalcertain other deductions).
Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.
In addition to meeting the minimum capital requirements, under the U.S. Basel III capital rules, the Bank must also maintain the required Capital Conservation Buffer to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. The Capital Conservation Buffer is calculated as a ratio of CET1 capital to risk-weighted assets, and it effectively increases the required minimum risk-based capital ratios. The Capital Conservation Buffer requirement is 2.5%. The Tier 1 Leverage Ratio is not impacted by the Capital Conservation Buffer, and a banking institution may be considered well-capitalized while remaining out of at least 10.5%.

The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized from net operating loss carrybacks and significant investments in unconsolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories, in the aggregate, exceed 15% of CET1.
Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive income items are not excluded from regulatory capital, including unrealized gains or losses on certain securities available for sale; however, certain banking organizations were able to make a one-time permanent electioncompliance with the first filing of reports under the Basel III Capital Rules to continue to exclude these items. Conservation Buffer.
The Parent Company has the ability to provide additional capital to the Bank to maintain the Bank’s risk-based capital ratios at levels which would be considered well-capitalized.
At December 31, 2023, the Company's and the Bank’s regulatory capital ratios were above applicable well-capitalized standards and met the Capital Conservation Buffer requirement.
10

Bank made this one-time permanent election, with the result that most AOCI items will be excluded from regulatory capital.Acquisitions by Orrstown
ImplementationBHCs must obtain prior approval of the deductions and other adjustments to CET1 were phasedFederal Reserve in and will be fully implemented beginning January 1, 2018.connection with any acquisition that results in the BHC owning or controlling 5% or more of any class of voting securities of a bank or another BHC.
The Basel III Capital Rules prescribe a standardized approach for risk weightings that expands the risk-weighting categories to a larger and more risk-sensitive numberAcquisitions of categories than previously used, depending on the natureOwnership of the assets. These categories generally range from 0%, for U.S. government and agency securities, to 600%, forOrrstown
Acquisitions of Orrstown's voting stock above certain equity exposures, and result in higher risk weights for a variety of asset categories.
Other Federal Laws and Regulations
The Company’s operationsthresholds are subject to additionalprior regulatory notice or approval under federal banking laws, including the BHC Act and regulations applicable to financial institutions, including, without limitation:
Privacy provisionsthe Change in Bank Control Act of 1978. Under the Gramm-Leach-BlileyChange in Bank Control Act, (the "GLB Act") and related regulations, which require us to maintain privacy policies intended to safeguard customer financial information, to disclose the policies to our customers and to allow customers to “opt out” of having their financial service providers disclose their confidential financial information to non-affiliated third parties, subject to certain exceptions;
Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;
Consumer protection rules for the sale of insurance products by depository institutions, adopted pursuantperson or entity generally must provide prior notice to the FRB before acquiring the power to vote 10% or more of our outstanding common stock. Investors should be aware of these requirements ofwhen acquiring shares in the Company's stock.
Data Privacy
Federal and state law contains extensive consumer privacy protection provisions. The GLB Act; and
the USA PATRIOT Act which requires financial institutions to takeperiodically disclose their privacy policies and practices relating to sharing such information and enables retail clients to opt out of our ability to share information with unaffiliated third parties under certain actionscircumstances. Other federal and state laws and regulations impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact clients with marketing offers. These security and privacy policies and procedures for the protection of personal and confidential information are in effect across all businesses and geographic locations as applicable. Federal law also makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain client information of a financial nature by fraudulent or deceptive means. Data privacy and data protection are areas of increasing federal and state legislative focus.
Like other lenders, the Bank uses credit bureau data in its underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act, which also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on the Company.
Cybersecurity
Multiple federal laws contain provisions requiring regulated financial institutions to maintain cybersecurity programs incorporating specific elements. The GLB Act requires financial institutions to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of client records and information.
The Cybersecurity Information Sharing Act is intended to improve cybersecurity in the U.S. by enhanced sharing of information about security threats among the U.S. government and private sector entities, including financial institutions. The Cybersecurity Information Sharing Act also authorizes companies to monitor their own systems notwithstanding any other provision of law and allows companies to carry out defensive measures on their own systems from cyber-attacks. The law includes liability protections for companies that share cyber threat information with third parties so long as such sharing activity is conducted in accordance with Cybersecurity Information Sharing Act.
The United States federal bank regulatory agencies adopted a rule regarding notification requirements for banking organizations related to significant computer security incidents. Effective April 1, 2022, a bank holding company and a state member bank are required to notify the Federal Reserve within 36 hours of incidents that have materially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its client base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector.
Community Reinvestment Act
The CRA is intended to encourage banks to help meet the credit needs of their service areas, including low- and moderate-income neighborhoods, consistent with safe and sound business practices. The relevant federal bank regulatory agency, the FRB in the Bank’s case, examines each bank and assigns it a public CRA rating. A bank’s record of fair lending compliance is part of the resulting CRA examination report. The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering that bank’s application to conduct certain mergers or acquisitions or to open or relocate a branch office. The FRB also must consider the CRA record of each subsidiary bank of a BHC in connection with any acquisition or merger application filed by the BHC. An unsatisfactory CRA record could substantially delay or result in the denial of an approval or application by the Parent Company or the Bank. The Bank received a CRA rating of “Satisfactory” in its most recent examination prepared by the FRB on January 25, 2021. Leaders of the federal banking agencies had indicated their support for modernizing the CRA regulatory framework to address changing delivery systems and consumer preferences, and on October 24, 2023, the agencies jointly issued a final rule to strengthen and modernize the CRA regulations by
11

maintaining the existing CRA ratings, but modifying the evaluation framework to replace the existing tests generally applicable to banks with at least $2.0 billion in total assets (e.g., the lending, investment and service tests) with four new tests and associated performance metrics. The final rule updates the CRA regulations to expand access to credit, investment, and basic banking services in low- and moderate-income communities, adapt to changes in the banking industry, including the expanded role of mobile and online banking, and provide greater clarity and consistency. The new CRA regulations will become effective on January 1, 2026.
Anti-Money Laundering
The Bank Secrecy Act and the PATRIOT Act contain anti-money laundering and financial transparency provisions intended to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities. The Bank Secrecy Act, as amended by the PATRIOT Act, requires depository institutions and their holding companies to undertake activities including maintaining an anti-money laundering program, verifying the identity of clients, verifying the identity of certain beneficial owners for legal entity clients, monitoring for and reporting suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to requests for information by regulatory authorities and law enforcement agencies. The Bank is subject to the Bank Secrecy Act and, therefore, is required to provide its employees with anti-money laundering training, designate an anti-money laundering compliance officer, and undergo an annual, independent audit to assess the effectiveness of its anti-money laundering program. The Bank has implemented policies, procedures, and internal controls that are designed to comply with these anti-money laundering requirements. Bank regulators are focusing their examinations on anti-money laundering compliance, and we will continue to monitor and augment, where necessary, our anti-money laundering compliance programs. The federal banking agencies are required, when reviewing bank and BHC acquisition or merger applications, to consider the effectiveness of the anti-money laundering activities of the applicant.
The Anti-Money Laundering Act of 2020 (“AMLA”), which amends the BSA, was enacted in January 2021. The AMLA codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the U.S. Department of the Treasury ("Treasury") to promulgate priorities for anti-money laundering and countering the financing of terrorism policy; requires the development of standards by the Treasury for testing technology and internal processes for BSA compliance; expands enforcement- and investigation-related authority, including a significant expansion in the available sanctions for certain BSA violations; and expands BSA whistleblower incentives and protections. Many of the statutory provisions in the AMLA required additional rulemaking, reports and other measures, and the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. Of these statutory provisions, the final rule for the Corporate Transparency Act (the "CTA") became effective January 1, 2024. The CTA authorized FinCEN to collect uniform beneficial ownership information for certain types of corporations, limited liability companies or other similar entities and disclose the information to authorized Federal agencies engaged in national security, intelligence, or law enforcement activities; state, local, and Tribal law enforcement agencies with court authorization; financial institutions with client due diligence requirements and regulators supervising them for compliance with such requirements; foreign law enforcement agencies, prosecutors, judges, and other agencies that meet specific criteria; and Treasury officers and employees under certain circumstances in an attempt to help prevent detectcriminal and prosecute international money launderingterrorist activity.
Office of Foreign Assets Control Regulation
The Office of Foreign Assets Control is responsible for administering economic sanctions that affect transactions with designated foreign countries, nationals, and others, as defined by various Executive Orders and in various legislation. Office of Foreign Assets Control-administered sanctions take many different forms. For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) a blocking of assets in which the government or “specially designated nationals” of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction, including property in the possession or control of U.S. persons. The Office of Foreign Assets Control also publishes lists of persons, organizations, and countries suspected of aiding, harboring, or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. Blocked assets, such as property and bank deposits, cannot be paid out, withdrawn, set off, or transferred in any manner without a license from the Office of Foreign Assets Control. Failure to comply with these sanctions could have serious legal and reputational consequences.
Transaction Account Reserves
FRB regulations require depository institutions to maintain cash reserves against specified deposit liabilities. The dollar amount of a depository institution's reserve requirement is determined by applying the reserve ratios specified in Regulation D to an institution's transaction accounts (primarily NOW and regular checking accounts). The FRB issued a final rule, effective December 22, 2020, lowering the reserve requirement on transaction accounts to 0%. Effective January 1, 2024, the FRB will
12

establish the new reserve requirement exemption amount and low reserve tranche for 2024, but will not elevate the current reserve percentage from zero for depository institutions.
Consumer Protection Regulation and Supervision
The Bank is subject to the regulations promulgated by the CFPB, as administered by the FRB, with respect to federal consumer protection laws. The Bank is also subject to certain state consumer protection laws and, under the Dodd-Frank Act, state attorneys general and other state officials are empowered to enforce certain federal consumer protection laws and regulations. State authorities have increased their focus on and enforcement of consumer protection rules. These federal and state consumer protection laws apply to a broad range of the Bank's activities and to various aspects of its business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use and provision of information to consumer reporting agencies, and the financingprohibition of terrorism.unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services.
Future LegislationThe CFPB has promulgated many mortgage-related final rules since it was established under the Dodd-Frank Act, including rules related to the ability to repay, qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements, and Regulationappraisal and escrow standards for higher priced mortgages. The mortgage-related final rules issued by the CFPB have materially restructured the origination, servicing, and securitization of residential mortgages in the U.S. These rules have impacted, and will continue to impact, the business practices of residential mortgage lenders, including the Bank.
Changes in federal laws and regulations, as well as laws and regulations in states where the Parent Company and the Bank do business, can affect the operating environment of the Company and the Bank in substantial ways. We cannot predict whether those changes in laws and regulations will occur, and, if they occur, the ultimate effect they would have upon the financial condition or results of operations of the Company.
NASDAQNasdaq Capital Market
The Company’s common stock is listed on The NASDAQthe Nasdaq Capital Market under the trading symbol “ORRF” and is subject to NASDAQ’sNasdaq’s rules for listed companies.

CompetitionAvailable Information
The Bank’s principal market area consistsCompany is subject to the informational requirements of Berks County, Cumberland County, Dauphin County, Franklin County, Lancaster County,the Exchange Act and, Perry County, Pennsylvania, and Washington County, Maryland. The Bank serves a substantial number of depositors in this market area and contiguous counties,accordance with the greatest concentration in Chambersburg, Shippensburg,Exchange Act, it files annual, quarterly, and Carlisle, Pennsylvaniacurrent reports, proxy statements, and the surrounding areas.
We are subject to robust competition in our market areas. Like other depository institutions, we compete with less heavily regulated entities such as credit unions, brokerage firms, money market funds, consumer finance and credit card companies, and with other commercial banks, many of which are larger than the Bank. The principal methods of competing effectively in the

financial services industry include improving customer service through the quality and range of services provided, improving efficiencies and pricing services competitively. The Bank is competitiveinformation with the financial institutions in its service areasSEC. The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with respectthe SEC. The address of the site is www.sec.gov. The reports and other information, including any related amendments, filed by us with, or furnished pursuant to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.
We continue to implement strategic initiatives focused on expanding our core businesses and to explore, on an ongoing basis, acquisition, divestiture, and joint venture opportunitiesSection 13(a) or 15(d) of the Exchange Act, by the Company to, the extent permittedSEC are also available free of charge at our Internet web site as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The address of the site is www.orrstown.com. Except as specifically incorporated by our regulators. We analyze eachreference into this Annual Report on Form 10-K, information on those web sites is not part of our products and businesses in the context of shareholder return, customer demands, competitive advantages, industry dynamics, and growth potential. We believe our market area will support growth in assets and deposits in the future, which we expect to contribute to our ability to maintain or grow profitability.this report.


ITEM 1A – RISK FACTORS
An investment in our common stock is subject to risks inherent in our business. The material risks and uncertainties that management believes affect us are described below. This report is qualified in its entirety by these risk factors.
Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report.report and our other filings with the SEC. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur,materialize, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the market price of our common stock could decline significantly, and you could lose all or part of your investment.

Risks Related to Credit
If our allowance for loancredit losses is not sufficient to cover actual losses, our earnings would decrease.
ThereThe ACL is no precise method of predicting loan losses. The required level of reserves,recorded as a reduction to loans and leases on the consolidated balance sheet, and the relatedreserve for unfunded lending commitments is included in other liabilities on the consolidated balance sheet. While we believe that our ACL as of December 31, 2023 was sufficient to cover losses in the loan and lease portfolio on that date, we may need to increase our provision for credit losses in future periods due to changes in the risk characteristics of the loan and lease portfolio, thereby negatively impacting our results of operations.
13

On January 1, 2023, the Company adopted ASU 2016-13, the current expected credit losses can fluctuate from yearaccounting standard commonly referred to year,as "CECL," which replaced 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 loans, based on charge-offs and/or recoveries,historical experience, current conditions, and reasonable and supportable forecasts. 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. As a result of the adoption of CECL standard, companies must recognize credit losses on these assets equal to management’s estimate of credit losses over the assets’ remaining expected lives. It is possible that our ongoing reported earnings and lending activity will be impacted negatively as a result of the application of CECL.
The ACL is determined based on various factors impacting the quality of the loan volume, credit administration practices, and locallease portfolio as indicated by our borrowers' financial condition, payment performance, the value of the underlying collateral, and nationalthe support from a guarantor, in addition to the impact from economic conditions, amonggovernment macroeconomic policies, interest rates and the regulatory environment. The experience and expertise of our loan officers, credit analysts and special assets group are essential to performing credit quality reviews, in addition to analyzing trends in delinquencies, levels of non-accruing and criticized loans and leases and modifications to loan terms. The ACL may also be influenced by other factors. In 2017, we recorded a provision forfactors, including concentrations by the type of loan, losses of $1,000,000 compared with a provision expense totaling $250,000 in 2016. The Company recorded net charge-offs of $979,000 in 2017 compared with net charge-offs of $1,043,000 in 2016. Risk elements, including nonperforming loans, troubled debt restructurings still accruing, loans greater than 90 days past due still accruing, and other real estate owned totaled $11,987,000 at December 31, 2017 compared with $8,319,000 at December 31, 2016. The ALL, which is a reserve established through a provision for loan losses charged to expense, represents management’s best estimate of probable incurred losses within the existing portfolio of loans. The levelcollateral, borrower or location of the allowance reflects management’s evaluation of, among other factors,collateral or borrower. Such concentrations could increase the status of specific impaired loans, trends in historical loss experience, delinquency, credit concentrationspossibility that similarly situated borrowers and their collateral may collectively be affected by certain economic conditions within our market area. The determination ofconditions.
Determining the appropriate level of the ALLACL inherently involves a high degree of subjectivity and judgment and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. We cannot be sure that we will be able to identify deteriorating credits before they become nonperforming assets or that we will be able to limit losses on those loans and leases that are identified. We have in the past been, and in the future may be, required to increase our ACL for any of several reasons. State and federal regulators, in reviewing our loan and lease portfolio as part of a regulatory examination, may request that we increase the ACL. Changes in economic conditions or individual business or personal circumstances affecting borrowers, new information regarding existing loans and leases, identification of additional problem loans and leases and other factors, both within and outside of our control, may require us to increase our ALL.
In addition, bank regulatory agencies periodically review our ALL and may require us to increase the provision for loan losses or to recognize further loan charge-offs, based on judgments that differ from those of management. If loan charge-offs in future periods exceed the ALL, there would be a need to record additional provisions to increase our ALL. Furthermore, growth in the loan portfolio would generally lead to an increase in the provision for loan losses. Generally, increases inACL.
If our ALL will result in a decrease in net incomeassessment of and stockholders’ equity, andexpectations concerning the above-mentioned factors differ from actual developments, we may be required to increase our ACL, which could have a materialan adverse effect on theour financial condition, of the Company, results of operations and cash flows.
The ALL was 1.27% of total loans and 116% of nonaccrual and restructured loans still accruing at December 31, 2017, compared with 1.45% of total loans and 160% of nonaccrual and restructured loans still accruing at December 31, 2016. In addition, at December 31, 2017, the top 25 lending relationships individually had commitments of $86,506,000, and an aggregate total outstanding loan balance of $182,950,000, or 18% of the loan portfolio. The deterioration of one or more of these loan relationships could result in a significant increase in the nonperforming loans and the provisions for loan losses, which would negatively impact our results of operations.

regulatory capital.
Commercial real estate lending may expose us to a greater risk of loss and impact our earnings and profitability.
Our business strategy involvesincludes making loans secured by commercial real estate. These types of loans generally have higher risk-adjusted returns and shorter maturities than other loans. Loans secured by commercial real estate properties are generally for larger amounts and may involve a greater degree of risk than other loans. Payments on loans secured by these properties are often dependent on the income produced by the underlying properties which, in turn, depends on the successful operation and management of the properties.properties and the businesses that operate within them. Accordingly, repayment of these loans is subject to conditions in the real estate market or the local economy. Additionally, the COVID-19 pandemic has had a potentially long-term negative impact on certain commercial real estate assets due to the risk that tenants may reduce the office space they lease as some portion of the workforce continues to work remotely on a hybrid or full-time basis. In challenging economic conditions and as a result of changing demand for office space, these loans represent higher risk and could result in internal risk rating downgrades and an increase in our total net charge-offs, requiring us to increase our ALL,ACL, which could have a material adverse effect on our financial condition or results of operations. While we seek to minimize these risks in a variety of ways, there can be no assurance that these measures will protect against credit-related losses.
CommercialOur loan portfolio has a significant concentration in commercial real estate loans.
Our loan portfolio includes a large amount of commercial real estate loans. The federal banking agencies have promulgated guidance governing banks with concentrations in commercial real estate lending. The guidance provides that a bank has a concentration in commercial real estate lending if (i) total reported loans for construction, land development and industrialother land represent 100% or more of total risk-based capital or (ii) total commercial real estate loans comprise 11%represent 300% or more of total risk-based capital and that bank’s commercial real estate loan portfolio has increased 50% or more during the prior thirty-six months. Owner-occupied commercial real estate loans are excluded from this second category. If a bank is deemed to have a concentration in commercial real estate loans, it will be required to employ heightened risk management practices that address board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing and maintenance of increased capital levels as needed to support the level of commercial real estate lending. At December 31, 2023, the Bank’s construction, land development and other land balances were 44% of total risk-based capital, commercial real estate loans were 307% of total risk-
14

based capital and the Bank’s commercial real estate loan portfolio had increased by 69% during the prior thirty-six months. In addition, the Bank's office space portfolio was 71% of total risk-based capital at December 31, 2023. At this date, the Bank's office space portfolio included only limited exposure to properties in major metropolitan markets and amounted to approximately 2% of the total commercial real estate loan portfolio balance. The Bank believes it has taken the appropriate steps to implement appropriate risk management practices, which are subject to regulatory examination, including enhanced market analysis, stress testing and sensitivity analysis. If our loan portfolio. regulators conclude that we have not implemented appropriate risk management practices, it could adversely affect our business, and could result in the requirement to maintain increased capital levels or restrict our ability to originate new loans secured by commercial real estate. We can provide no assurance that capital would be available, or available on terms favorable to us, at that time.
The credit risk related to these types ofcommercial and industrial loans is greater than the risk related to residential loans.
 Our commercial and industrial loan portfolio grew by $27,198,000, or 31%, during the year ended December 31, 2017 to $115,663,000. Commercial and industrial loans generally carry larger loan balances and involve a greater degree of risk of nonpayment or late payment than home equity loans or residential mortgage loans.
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 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. We attempt to mitigate this risk through our underwriting standards, including evaluating the creditworthiness of the borrower, regular monitoring, 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 entirely eliminate the risk of loss associated with commercial and industrial lending.
OurEnvironmental liability associated with our lending activities could result in losses.
In the course of business, we may acquire, through foreclosure, properties securing loans originated or purchased that are in default. Particularly in commercial real estate lending, there is a risk that material environmental violations could be discovered on these properties. In this event, we might be required to remedy these violations at the affected properties at our sole cost and industrial lending operations are located primarily in south central Pennsylvania and in Washington County, Maryland. Our borrowers’ ability to repay these loans depends largely on economic conditions in these and surrounding areas. A deterioration in the economic conditions in these market areasexpense. The cost of remedial action could materially adversely affect our operations and increase loan delinquencies, increase problem assets and foreclosures, increase claims and lawsuits, decrease the demand for our products and services and decreasesubstantially exceed the value of collateral securing loans.affected properties. We may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have an adverse effect on our financial condition and results of operations.
Risks Related to Interest Rates and Investments
Changes in interest rates could adversely impact the Company’sour financial condition and results of operations.
Our operations are subject to risks and uncertainties surrounding our exposure to changes in the interest rate environment. Operating income, net incomeEarnings and liquidity depend to a great extent on our net interest margin, i.e., the difference between the interest yields we receive on interest-earning assets, such as loans and securities, and the interest rates we pay on interest-bearing liabilities, such as deposits and borrowings. Theserates. Interest rates are highly sensitive to many factors beyond our control, including competition;competition, general economic conditions;conditions, geopolitical tensions and monetary and fiscal policies of various governmental and regulatory authorities, including the FRB. Conditions such as inflation, deflation, recession, unemployment and other factors beyond our control may also affect interest rates. The nature and timing of any changes in interest rates or general economic conditions and their effect on us cannot be controlled and are difficult to predict. If the rate of interest we pay on our interest-bearing liabilities increases more than the rate of interest we receive on our interest-earning assets, our net interest income, and therefore our earnings, could contract and liquidity could be materially adversely affected. Our earnings and liquidity could also be materially adversely affected if the rates on interest-earning assets fall more quickly than those on our interest-bearing liabilities. Changes in interest rates could also create competitive pressures, which could impact our liquidity position.
Changes in interest rates also can affect our ability to originate loans; the ability of borrowers to repay adjustable or variable rate loans;loans, our ability to obtain and retain deposits, in competition with other available investment alternatives; and the value of interest-earning assets, which would negatively impact stockholders’ equity, and the ability to realize gains from the sale of such assets. Basedassets, which could all negatively impact shareholder's equity and regulatory capital. Since March 2022, the Federal Reserve Open Markets Committee ("FOMC") has raised the Fed Funds rate by 525 basis points. Additional increases in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations, which could not only result in increased loan defaults, foreclosures and charge-offs, but could also necessitate further increases to our ACL and reduce net income. In addition, based on our interest rate sensitivity analyses, an increase in the general level of interest rates willmay negatively affect the market value of the investment portfolio because ofdepending on the relatively higher duration of certain securities included in the investment portfolio. In December of 2023, the FOMC signaled its intention to reduce interest rates in 2024, contingent upon inflation settling at its 2.0% target. A decrease in interest rates may trigger loan prepayments, which may serve to reduce net interest income if we are unable to lend these funds to other borrowers or invest the funds at the same or higher interest rates.

15

Our subordinated notes, issued in December 2018, had a 6.0% fixed interest rate through December 30, 2023, after which the interest rate converted to a variable rate, 90-day average fallback SOFR rate, plus 3.16% through maturity in December 2028. At December 31, 2023, the interest rate on our subordinated debt was 8.78%. An increase in the interest rate on our subordinated debt could have a material adverse effect on our results of operations.
Our securities portfolio performance in difficult market conditions could have adverse effects on our results of operations.
Unrealized losses on investment securities result from changes in market interest rates, credit spreads and liquidity in the marketplace, along with changes in the credit profile of individual securities issuers. 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. We are 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 us to reduce the security's amortized cost basis down to its fair value through earnings.
We also evaluate 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.
Subsequent valuations, in light of factors prevailing at that time, may result in significant changes in the values of these securities in future periods. Any of these factors could require us to recognize an ACL charge and any additional amount of loss due to non-credit factors could impact AOCI. A reduction in the value of our securities portfolio could have an adverse effect on our regulatory capital, financial condition or results of operations in future periods. In addition, deterioration or defaults made by issuers of the underlying collateral of our investment securities may cause additional credit-related charges to our consolidated financial statements.
During 2023, the net unrealized losses of our AFS investment securities decreased $14.0 million as a result of a decline in market interest rates, which increased total shareholders' equity. However, increases in interest rates and credit spread changes could result in additional unrealized losses on AFS investment securities. We consider 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, we maintain that we have the intent and ability to hold our AFS securities until the amortized cost is recovered. We did not record a cumulative-effect adjustment related to our AFS securities upon adoption of CECL on January 1, 2023.
Potential downgrades of U.S. government securities by one or more of the credit ratings agencies could have a material adverse effect on our operations, earnings and financial condition.
A possible future downgrade of the sovereign credit ratings of the U.S. government and a decline in the perceived creditworthiness of U.S. government-related obligations could impact our ability to obtain funding that is collateralized by affected instruments, as well as affect the pricing of that funding when it is available. A downgrade may also adversely affect the market value of such instruments. We cannot predict if, when or how any changes to the credit ratings or perceived creditworthiness of these organizations will affect economic conditions. Among other things, a downgrade in the U.S. government’s credit rating could adversely impact the value of our securities portfolio and may trigger requirements that we post additional collateral for trades relative to these securities. A downgrade of the sovereign credit ratings of the U.S. government or the credit ratings of related institutions, agencies or instruments could significantly exacerbate the other risks to which we are subject and could have related adverse effects on our business, financial condition and results of operations.
Risks Related to Competition and to Our Business Strategy
Difficult economic and market conditions havecan adversely affectedaffect the financial services industry and may materially and adversely affect the Company.us.
Our operations are sensitive to general business and economic conditions in the U.S. If the growth of the U.S. economy slows, or if the economy worsens or enters into a recession, our growth and profitability could be constrained. In addition, economic conditions in foreign countries can affect the stability of global financial markets, which could impact the U.S. economy and financial markets. Weak economic conditions, which could directly impact our operations, are characterized by deflation, inflation,
16

fluctuations in debt and equity capital markets, including a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased loan delinquencies, on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity.activity, and increased problem assets and foreclosures. All of these factors arecould be detrimental to our business. OurIn addition, our business is significantly affected by monetary and related policies of the U.S. federal government, its agencies and government-sponsored entities. Changes in any of these policies could have a material adverse effect on our business, financial position, results of operations and cash flows.
In particular, we may faceAdverse developments affecting the following risks in connection with volatilityfinancial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations.
Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the economic environment:financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on May 1, 2023, First Republic Bank went into receivership and its deposits and substantially all of its assets were acquired by JPMorgan Chase Bank, National Association. Similarly, on March 10, 2023, Silicon Valley Bank went into receivership, and on March 12, 2023, Signature Bank went into receivership.
Loan delinquencies could increase;
Problem assetsInflation and foreclosures could increase;
Demand for our products and services could decline; and
Collateral for loans made by us, especially real estate, couldrapid increases in interest rates led to a decline in value, reducing customers' borrowing power, and reducing the trading value of assetspreviously issued government securities with interest rates below current market interest rates. The FRB announced a program to provide loans, secured by certain government securities, to FDIC-insured depository institutions and collateral associatedcertain U.S. branches and agencies of foreign banks, to mitigate the risk of potential losses on the sale of such instruments. Currently, new advances with our loans.terms up to one year under the program can only be made through March 11, 2024. There is no guarantee that the Treasury, the FDIC and/or the FRB, as applicable, would take such actions in the future in the event of the closure of other banks or financial institutions, that they would do so in a timely fashion, or that such actions, if taken, would have their intended effect.
Because our business is concentrated in south central Pennsylvania, the greater Baltimore region, and Washington County, Maryland, our financial performance could be materially adversely affected by economic conditions and real estate values in these market areas.
Our operations and the properties securing our loans are primarily located in south central Pennsylvania, the greater Baltimore region, and in Washington County, Maryland. Our operating results depend largely on economic conditions and real estate valuations in these and surrounding areas. A deterioration in the economic conditions, increased unemployment, inflation, and a decline in real estate values in these market areas or other factors beyond our control could materially adversely affect our operations.
Inflationary pressures and rising prices may affect our results of operations and increase loan delinquencies, increase problem assetsfinancial condition.
Inflationary pressures continued throughout 2023, and foreclosures, increase claimsmay remain in 2024. Small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economies of scale to mitigate cost pressures compared to larger businesses. Consequently, the ability of our clients to repay their loans may deteriorate, and lawsuits, decrease the demand forin some cases this deterioration may occur quickly, which would adversely impact our products and services and decrease the valueresults of collateral securing loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with nonperforming loans and collateral coverage.
Competition from other banksoperations and financial institutionscondition. Furthermore, a prolonged period of inflation could cause wages and other costs to increase, which could adversely affect our results of operations and financial condition.
We face significant competition in the financial services industry.
We face significant competition in originating loans, attracting deposits and providing other financial services may adversely affect our profitabilityfrom financial and liquidity.
We experience substantial competition in originating loans, both commercialnon-financial services firms, including traditional banks and consumer loans, in our market area. This competition comes principally from other banks, savings institutions, credit unions, online banks, mortgage banking companies, wealth management companies, financial technology companies and other lenders. others. Some of our competitors enjoy advantages, including greater financial resources and higher lending limits, more expansive marketing campaigns, better brand recognition, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. ThisEmerging technologies have the potential to intensify competition could reduce our net income and liquidity by decreasingaccelerate disruption in the number and size of loans that we originate and the interest rates we are able to charge on these loans.
As we expand our on-line lending capabilities, we will face competition, particularly in residential mortgage lending, from non-bank lenders (financial institutions that only make loans and do not offer deposit accountsfinancial services industry. In recent years, non-financial services firms, such as a savings account or checking account) and financial technology companies, (thathave been offering services traditionally provided by financial institutions. These firms use new technology and innovation with available resources in ordermobile platforms to compete inenhance the marketplaceability of traditional financial institutionscompanies and intermediaries in the delivery of financial services). This competition could similarly reduce our net incomeindividuals to borrow, save and liquidity.
In attracting business and consumer deposits, we face substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Some of our competitors enjoy advantages, including more aggressive marketing campaigns, better brand recognition and more branch locations. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or attract new deposits. Increased deposit competition could materially adversely affect our ability to generate the funds necessary for lending operations. As a result, we may need to seek other sources of funds that may be more expensive to obtain and could increase our cost of funds.

The Company’s business strategy includes the continuation of moderate growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.
Loans grew $126,621,000, or 14% from $883,391,000 at December 31, 2016, to $1,010,012,000 at December 31, 2017, due to organic growth through increases in consumer, commercial and commercial real estate loans. Over the long term, we expect to continue to experience growth in loans and total assets, the level of our deposits and the scale of our operations. Achieving our growth targets requires us to successfully execute our business strategies, which includes continuing to grow our loan portfolio.invest money. Our ability to compete successfully grow will also depend on the continued availability of loan opportunities that meet underwriting standards. In addition, our asset quality metrics have improved sufficiently that we may consider the acquisition of other financial institutions and branches within or outside of our market area to the extent permitted by our regulators. The success of any such acquisition will dependdepends on a number of factors, including our ability to integrate the acquired institutions or branches into the current operations of the Company; our abilitydevelop and execute strategic plans and initiatives; to limit the outflow of deposits held by customers of the acquired institution or branch locations; our abilitydevelop competitive products and technologies; and to control the incremental increase in noninterest expense arising from any acquisition; and our ability toattract, retain and integrate the appropriate personnel of the acquired institution or branches. We believe we have the resources and internal systems in place to successfully achieve and manage our future growth.develop a highly skilled employee workforce. If we doare not manage our growth effectively, we may not be able to achieve our business plancompete successfully, we could be placed at a competitive disadvantage, which could result in the loss of clients and market share, and our business, results of operations and prospectsfinancial condition could be harmed.suffer.
The Company
17

Our business may be adversely affected byif we fail to adapt our products and services to technological advances.advances, evolving industry standards and consumer preferences.
Technological advances impact our business. The banking industry undergoes constant technological change with frequent introductions of new technology-driven products and services. InThe widespread adoption of new technologies, including internet services and payment systems, could require substantial expenditures to modify or adapt our existing products and services as we grow and develop our internet banking and mobile banking channel strategies in addition to improving customerremote connectivity solutions. We might not be successful in developing or introducing new products and services, the effective useintegrating new products or services into our existing offerings, responding or adapting to changes in consumer behavior, preferences, spending, investing and/or saving habits, achieving market acceptance of technology increases efficiencyour products and enables financial institutionsservices, reducing costs in response to reduce costs.pressures to deliver products and services at lower prices or sufficiently developing and maintaining loyal clients. Our future success may depend, in part, on our ability to address the needs of our current and prospective customersclients by using technology to provide products and services that will satisfy demands for convenience, as well as to create additional efficiencies in operations.
Development of new products, services and technologies may impose additional costs on us and may expose us to increased operational risk.
The Companyintroduction of new products and services can involve significant time and resources, including to obtain regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical and control requirements that may need to be developed and implemented, rapid technological change in the industry, our ability to access technical and other information from our clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks. Our failure to manage these risks and uncertainties would also expose us to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Products and services relying on internet and mobile technologies may expose us to fraud and cybersecurity risks. Implementation of certain new technologies, such as those related to artificial intelligence, automation and algorithms, may have unintended consequences due to their limitations, potential manipulation, or our failure to use them effectively. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business and reputation, as well as on our consolidated results of operations and financial condition.
We may incur significant losses as a result of ineffective risk management processes and strategies.
We seek to monitor and control our risk exposure through a risk and control framework encompassing a variety of separate but complementary financial, credit, operational, compliance, and legal reporting systems; internal controls; management review processes; and other mechanisms. While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application may not be ableeffective and may not anticipate every economic and financial outcome in all market environments or the specifics and timing of such outcomes.
We face continuing and growing security risks to attractour information base, including the information we maintain relating to our clients.
In the ordinary course of business, we rely on electronic communications and retain skilled people.
The Company’s success depends, in large part, oninformation systems to conduct our abilitybusiness and to attractstore sensitive data, including financial information regarding clients. Our electronic communications and retain skilled people. We have, at times, experienced turnover amonginformation systems infrastructure, as well as the systems infrastructures of the vendors we use to meet our senior officers. Competition for the best people in mostdata processing and communication needs, could be susceptible to cyber-attacks, such as denial of service attacks, hacking, terrorist activities or identity theft. Financial services institutions and companies engaged in by us can be intense,data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Denial of service attacks have been launched against a number of large financial services institutions. Hacking and identity theft risks, in particular, could cause serious reputational harm. Cyber threats are rapidly evolving and we may not be able to attractanticipate or prevent all such attacks. Although, to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future. No matter how well designed or implemented our controls are, we will not be able to anticipate all security breaches of these types, and hire sufficiently skilled peoplewe may not be able to fill open and newly created positionsimplement effective preventive measures against such security breaches in a timely manner. A failure or to retain current or future employees. An inability to attract and retain individuals with the necessary skills to fill open positions, or the unexpected loss of services of one or morecircumvention of our key personnel,security systems could have a material adverse impacteffect on our business due tooperations and financial condition.
We regularly assess and test our security systems and disaster preparedness, including back-up systems, but the loss of their skills, knowledgerisks are substantially escalating. As a result, cybersecurity and the continued enhancement of our markets, yearscontrols and processes to protect our
18

systems, data and networks from attacks, unauthorized access or significant damage remain a priority. Accordingly, we may be required to expend additional resources to enhance our protective measures or to investigate and remediate any information security vulnerabilities or exposures. Any breach of our system security could result in disruption of our operations, unauthorized access to confidential client information, significant regulatory costs, litigation exposure and other possible damages, loss or liability. Such costs or losses could exceed the difficultyamount of promptly finding qualified replacement personnel.available insurance coverage, if any, and would adversely affect our earnings. Also, any failure to prevent a security breach, or to quickly and effectively deal with such a breach, could negatively impact client confidence, damaging our reputation and undermining our ability to attract and keep clients.
An interruption or breachWe may not be able to successfully implement future information technology system enhancements, which could adversely affect our business operations and profitability.
We invest significant resources in information technology system enhancements in order to provide functionality and security with respectat an appropriate level. We may not be able to our information systems, or our outsourced service providers,successfully implement and integrate future system enhancements, which could adversely impact the Company’s reputationability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could negatively impact our growth and profitability and could result in regulatory scrutiny. In addition, future system enhancements could have an adversehigher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations.
Failure to properly utilize system enhancements that are implemented in the future could result in significant costs to remediate or replace the defective components, which would adversely impact on our financial condition orand results of operations. In addition, we may incur significant training, licensing, maintenance, consulting and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.
Information systems are criticalWe may become subject to our business. claims and litigation pertaining to fiduciary responsibility.
We use various technological systemsprovide fiduciary services through OFA. From time to manage our customer relationships, general ledger, securities investments, depositstime, clients may make claims and loans. We rely on software, communication, and information exchange on a variety of computing platforms and networks and overtake legal action with regard to the internet. We have established policies and procedures to prevent or limit the effect of system failures, business interruptions and security breaches, but we cannot be certain that allperformance of our systemsfiduciary responsibilities. Whether such claims and legal actions are entirely free from vulnerabilityfounded or unfounded, if such claims or legal actions are not resolved in a manner favorable to attackus, the claims or other technological difficulties related actions may result in significant financial expense and liability to us and/or failures. In addition, any compromise ofadversely affect our systems could deter customers from usingreputation in the marketplace, as well as adversely impact client demand for our products and services. Although we relyAny financial liability or reputation damage could have a material adverse effect on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from security breaches.
We rely on the services of a variety of vendors to meet our data processing and communication needs. If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business, operations could be adversely affected. Threats to information security also existwhich, in the processing of customer information through various other vendors and their personnel.
If information security is breached or other technology difficulties or failures occur, information may be lost or misappropriated, services and operations may be interrupted and we could be exposed to claims from customers. Any of these resultsturn, could have a material adverse effect on our financial condition and results of operations.
Climate change may adversely affect our business and results of operations.
Current and anticipated effects of climate change could negatively impact us and our clients. Weather-related events, such as severe storms, hurricanes, flooding and droughts, can present risks to us and our clients, including property damage, change in the value of properties securing our loans, changes in client behavior and preferences, and disruption of business operations, all which can increase credit risk and result in loss of revenue and additional expenses. These concerns over the impacts of climate change have gained political and social attention resulting in many legislative and regulatory initiatives to lessen the effects of climate change, which also may result in heightened supervisory expectations on banks’ risk management practices. Ongoing legislative and regulatory uncertainties and expanded requirements for climate risk management practices may result in increases to compliance and operating costs, which could have a negative impact on our financial condition and results of operations.
Our business may be negatively impacted by risk associated with acquisitions.
We intend to pursue a growth plan consistent with our business strategy, including growth by acquisition, as well as leveraging our existing branch network. On December 12, 2023, we signed a definitive agreement for a "merger of equals transaction" with CVLY. We may wish to seek to acquire other companies in the future. Our business may be negatively impacted by certain risks inherent with the acquisition of CVLY or other future acquisitions. Some of these risks include the following:
we may incur substantial expenses in pursuing acquisitions;
management may divert its attention from other aspects of our business;
we may assume potential and unknown liabilities of the acquired company;
the acquired business may not perform in accordance with management's expectations, including potentially losing key clients of the acquired business;
difficulties may arise in connection with the integration of the operations of the acquired business with our businesses; and
we may lose key employees of the combined business.
19

Our ability to manage growth successfully will depend on our ability to attract qualified personnel and maintain cost controls and asset quality while attracting additional loans and deposits on favorable terms, as well as on factors beyond our control, such as economic conditions and competition. If we grow too quickly and are not able to attract qualified personnel, control costs and maintain asset quality, this continued rapid growth could materially adversely affect our financial performance.
Goodwill generated in acquisitions may negatively affect our financial condition.
To the extent that merger consideration, consisting of cash and shares of our common stock, exceeds the fair value of the net assets acquired, including identifiable intangibles, that amount will be reported as goodwill by us. In accordance with current accounting guidance, goodwill will not be amortized, but will be evaluated for impairment annually or more frequently as warranted by specific events or circumstances. A failure to realize the expected benefits of a merger could adversely impact the carrying value of the goodwill recognized in the merger and, in turn, negatively affect our financial results.
The market price of our common stock after acquisitions may be affected by factors different from those affecting our shares currently. 
The businesses of us and acquired entities may differ and, accordingly, the results of operations of the combined company and the market price of the shares of common stock of the combined company may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each separate entity. The market value of our common stock fluctuates based upon various factors, including changes in our business, operations or liquidity.prospects, market assessments of the Merger, regulatory considerations, market and economic considerations, and other factors. Further, the market price of our common stock after an acquisition may be affected by factors different from those currently affecting our common stock. Additionally, future business acquisitions may result in the issuance and payment of additional shares of stock, which would dilute current shareholders’ ownership interests, and may involve the payment of a premium over book and market values. Therefore, dilution of our tangible book value and net income per common share could occur in connection with any future transaction.
Risks Related to Proposed Merger with CVLY
We may continue to incur substantial costs related to the Merger and integration of CVLY, and these costs may be greater than anticipated due to unexpected events.
We have incurred and expect to incur a number of non-recurring costs associated with the Merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable regardless of whether the Merger is completed.
In addition, we expect to incur integration costs following the completion of the Merger, including facilities and systems consolidation costs and employment-related costs. We may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that will need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While we have assumed that certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the Merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the Merger will be realized to offset these transaction and integration costs over time.
Failure to complete the Merger could negatively impact our business and results of operations.
If the Merger is not completed for any reason, there may be various adverse consequences and we may experience negative reactions from the financial markets and from their respective customers and employees. For example, our business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Additionally, if the merger agreement is terminated, the market price of our common stock could decline to the extent that current market prices reflect a market assumption that the Merger will be beneficial and will be completed. We also could be adversely affected bysubject to litigation related to any failure in our internal controls.to complete the Merger or to proceedings commenced against us to perform their respective obligations under the merger
A failure in our internal controls could
20

agreement. If the merger agreement is terminated under certain circumstances, we may be required to pay a termination fee of $8.3 million to the other party.
We are subject to business uncertainties and contractual restrictions while the Merger is pending.
Uncertainty about the effect of the Merger on employees and customers may have a significant negative impact not onlyan adverse effect on our earnings, but also onbusiness. These uncertainties may impair our ability to attract, retain and motivate key personnel until the perceptionMerger is completed, and could cause customers and others who deal with us to seek to change existing business relationships. In addition, the merger agreement requires that customers, regulators and investors may have of us. We continue to devote a significant amount of effort and resources to continually strengthening our controls and ensuring compliance with complex accounting standards and banking regulations. However, these efforts may not be effective in preventing a breach in our controls.

Negative public opinion could damage our reputation and adversely affect our earnings.
Reputational risk, or the risk to the Company's earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, including banking operationsin the ordinary course of business consistent with past practice and trustrestricts us from taking certain actions prior to the effective time or termination of the merger agreement without CVLY's consent in writing. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.
Combining with CVLY may be more difficult, costly or time-consuming than expected, and investment operations,we may fail to realize the anticipated benefits of the Merger.
The proposed Merger is a transaction combining two financial institutions of relatively similar asset size. The success of the Merger will depend on, among other things, the ability to realize the anticipated cost savings. To realize the anticipated benefits and cost savings from the Merger, we and CVLY must successfully integrate and combine our managementbusinesses in a manner that permits those cost savings to be realized without adversely affecting current revenues and future growth. If we and CVLY are not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual or potential conflictscost savings of interestthe Merger could be less than anticipated, and ethical issues,integration may result in additional and our protectionunforeseen expenses.
An inability to realize the full extent of confidential client information. Negative public opinion canthe anticipated benefits of the Merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the Merger, which may adversely affect the Company'svalue of the common stock of the combined company following the completion of the Merger.
Our future results following the Merger may suffer if the combined company does not effectively manage its expanded operations.
Following the Merger, the size of our business following the completion of the Merger will increase beyond the current size of either our or CVLY's businesses. Our future success will depend, in part, upon our ability to keepmanage this expanded business, which may pose challenges for management, including challenges related to the management and attract customersmonitoring of new operations and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the increased size of our business. There can exposebe no assurances that we will be successful or that we will realize the Company to litigation and regulatory action. Although we take steps to minimize reputation risk inexpected operating efficiencies, revenue enhancement or other benefits currently anticipated from the way we conduct our business activities and deal with our customers, communities and vendors, these steps may not be effective.Merger.
Risks Related to Regulatory Compliance and Legal Matters
Governmental regulationWe operate in a highly regulated industry, and regulatory actions against us may impair our operationslaws and regulations, or changes in them, could limit or restrict our growth.activities and could have a material adverse effect on our operations.
The Company isWe and our subsidiaries are subject to extensive state and federal regulation and supervision under federalsupervision. Federal and state laws and regulations.regulations govern numerous matters affecting us, including changes in the ownership or control of banks and bank holding companies, maintenance of adequate capital and the financial condition of a financial institution, permissible types, amounts and terms of extensions of credit and investments, permissible non-banking activities, the level of reserves against deposits and restrictions on dividend payments. The requirementsFRB and limitations imposedthe state banking regulators have the power to issue cease and desist orders to prevent or remedy unsafe or unsound practices or violations of law by such lawsbanks subject to their regulation, and regulationsthe FRB possesses similar powers with respect to bank holding companies. These and other restrictions limit the manner in which we and our subsidiaries may conduct business and obtain financing.
The laws, rules, regulations, and supervisory guidance and policies applicable to us are subject to regular modification and change. Such changes could, among other things, subject us to additional costs, including costs of compliance; limit the types of financial services and products we may offer; and/or increase the ability of non-banks to offer competing financial services and products. Failure to comply with laws, regulations, policies, or supervisory guidance could result in enforcement and other legal actions by federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, revocation of a banking charter, other sanctions by regulatory agencies, civil money penalties, and/or reputational damage, which could have a material adverse effect on our business, undertake new investmentsfinancial condition, and activitiesresults of operations. See the "Supervision and obtain financing. These regulations are designed primarily for the protectionRegulation" section of the deposit insurance fundsItem 1, "Business."
21

Altering our overdraft fee practices could materially adversely affect our fee income and consumersresults of operations.
Overdraft fee practices of banks have recently come under increased regulatory scrutiny and not to benefit our shareholders. Financial institution regulation has been the subject of significant legislation in recent yearslitigation. This increased scrutiny and may be the subjectlitigation have prompted many larger banks to reform their overdraft fee practices or cease charging overdraft fees altogether. Reforming, reducing or eliminating overdraft fees could materially adversely affect our fee income and results of further significant legislation in the future, none of which is within our control. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied or enforced. The Company cannot predict the substance or impact of pendingoperations. Pending or future legislation, regulationlegal proceeding, regarding our overdraft fee practices, may result in judgments, settlements, fines, penalties, defense costs, or the application thereof. Compliance with such current and potential regulation and scrutiny may significantly increaseother results adverse to us, which could materially adversely affect our costs, impede the efficiency of our internal business, processes, require us to increase our regulatory capital and limit our ability to pursue business opportunities in an efficient manner. Bank regulations can hinder our ability to compete with financial services companies that are not regulated in the same manner or are subject to less regulation.
The Dodd-Frank Act may affect the Company’s financial condition or results of operations, liquidity and stock price.
The Dodd-Frank Act includes provisions affecting large and small financial institutions, including several provisions that affect how community banks and bank holding companies will be regulated in the future. Among other things, these provisions relax rules regarding interstate branching; allow financial institutionsor cause serious reputational harm to pay interest on business checking accounts; change the scope of federal deposit insurance coverage; and impose new capital requirements on bank holding companies. Many of the requirements called for in the Dodd-Frank Act will be implemented over time and will be subject to implementation regulations developed over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is not certain.
The Dodd-Frank Act created the CFPB which has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets are examined by their applicable bank regulators.
The Company may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act. Failure to comply with the new requirements may negatively impact our results of operations and financial condition. While the Company cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors.us.
Increases in FDIC insurance premiums may have a material adverse effect on our results of operations.
Market developments significantly depleted the insurance fund of the FDIC and reduced the ratio of reserves to insured deposits. As the fund continues to recover, the Company may be required to pay significantly higher premiums or additional special assessments or taxes that could adversely affect earnings. We are generally unable to control the amount of premiums that are required to be paid for FDIC insurance. If there areBeginning with the first quarterly assessment period of 2023, the FDIC increased the initial base deposit insurance assessment rate by two basis points, which is intended to increase the Deposit Insurance Fund ("DIF") reserve ratio to 1.35%. In November 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured deposits from bank events earlier in 2023. The FDIC will collect the special assessment beginning with the first quarterly assessment of 2024 and will continue to collect the special assessment for an estimated total of eight quarterly assessment periods. Banking institutions with total assets under $5.0 billion will be exempt from this special assessment, which is based on data from the December 31, 2022 reporting period. Although the FDIC has currently limited the special assessment in effect in the first quarter of 2024 to banking institutions with total assets greater than $5.0 billion, the Bank may be required to pay significantly higher premiums than the levels currently imposed, as well as additional special assessments or taxes, which could adversely affect earnings, as a result of bank or financial institution failures the Company may be required to pay even higher FDIC premiums than the levels currently imposed.or other events. Any future increases or required prepayments in FDIC insurance premiums may materially adversely affect theour results of operations.
Legislative, regulatory and legal developments involving income and other taxes could materially adversely affect the Company’sour results of operations and cash flows.

The Company isWe are subject to U.S. federal and U.S. state income, payroll, property, sales and use, and other types of taxes, including the Pennsylvania Bank Shares Tax. Significant judgment is required in determining the Company'sour provisions for

income taxes. Changes in tax rates, enactments of new tax laws, revisions of tax regulations, and claims or litigation with taxing authorities could result in substantially higher taxes, and therefore, could have a significant adverse effect on the Company'sour results of operations, financial condition and liquidity. Increases in the assessment rate for the Pennsylvania Bank Shares Tax, which is calculated on the outstanding equity of the Bank, may also materially adversely affect our results of operations.
Any U.S. federal tax reform that lowers corporate tax rates could have a significant non-cash adverse effect on results of operations as the Company's net deferred tax asset would be impacted, resulting in an increase in tax expense. In December 2017, U.S. federal tax reform was enacted that, among other things, lowered our statutory tax rate to 21% effective January 1, 2018. As described more fully in Note 7, Income Taxes, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," the Company was required to remeasure its net deferred tax asset at the date the tax reform was enacted and incurred a $2,635,000 expense, which is included in total tax expense for 2017. We are unable to predict if, or when, any additional changes or proposals could be enacted.

The Company is required to use judgment in applying accounting policies and different estimates and assumptions in the application of these policies could result in a decrease in capital and/or other material changes to the reports of financial condition and results of operations.
Material estimates that are particularly susceptible to significant change relate to the determination of the ALL, accounting for income taxes and the ability to recognize deferred tax assets, andACL, the fair value of certain financial instruments, particularly securities.securities, and goodwill and purchase accounting. While we have identified those accounting policies that we consider critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could have a material adverse effect on our financial condition and results of operations.
Changes in our accounting policies or in accounting standards could impactmaterially affect how we report our financial results and condition.
From time to time, the Company's financial condition and results of operations.
The Financial Accounting Standards Board (the "FASB"), theFASB, SEC and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of the Company’sour consolidated financial statements. These changes including the use of an expected loss impairment methodology in the determination of the ALL which will be effective for the Company beginning January 1, 2020, can be hardoperationally complex to predictimplement and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply new or revised guidance retrospectively, which may result in the revision of prior financial statements by material amounts. The implementation of new or revised guidance could result in material adverse effects towe report our reported regulatory capital.
The short-term and long-term impact of the changing regulatory capital requirements and new capital rules is uncertain.
The Basel III Capital Rules which became effective for the Company and Bank on January 1, 2015, established a new comprehensive capital framework for U.S. banking organizations, including community banks. The Basel III Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions. The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios, as well as address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios.
The application of more stringent capital requirements to the Company and the Bank could, among other things, result in lower returns on invested capital, result in the need for additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructuring our business models, and/or increasing our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could limit our ability to make distributions, including paying out dividends or buying back shares.
Pending litigation and legal proceedings and the impact of any finding of liability or damages could adversely impact the Company and its financial condition and results of operations.
We are subject to stringent capital requirements which may adversely impact return on equity, require additional capital raises, or limit the ability to pay dividends or repurchase shares.
Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, which if complied with will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The application of these capital requirements could, among other things, require us to maintain higher capital, resulting in lower returns on equity, and we may be required to obtain
22

additional capital or be subject to adverse regulatory actions, including limitations on our ability to pay dividends or repurchase shares, if we are unable to comply with such requirements.
The FRB may require us to commit capital resources to support the Bank.
Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the FRB may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore may require the holding company to borrow the funds or raise capital on terms considered unfavorable to shareholders. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by us to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations.
We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act, and other fair lending laws and regulations impose community investment and nondiscriminatory lending requirements on financial institutions. The CFPB, the FRB, the Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act or other fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations.
We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional.
The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive enforcement of federal and state regulations, particularly with respect to mortgage-related practices and other consumer compliance matters, and compliance with anti-money laundering, Bank Secrecy Act and Office of Foreign Assets Control regulations, and economic sanctions against certain foreign countries and nationals. Enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though systems and procedures designed to ensure compliance were in place at the time. Failure to comply with these and other regulations, and supervisory expectations related thereto, may result in fines, penalties, lawsuits, regulatory sanctions, reputation damage, or restrictions on our business.
We face significant legal risks, both from regulatory investigations and proceedings and from private actions brought against us.
As more fullya participant in the financial services industry, many aspects of our business involve substantial risk of legal liability. From time to time we are named as a defendant or are otherwise involved in various legal proceedings, including regulatory enforcement actions, class actions and other litigation or disputes with third parties. Litigation pending against us is described in Note 19,23, Contingencies, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statement and Supplementary Data," of this Annual Report on Form 10-K, the allegations of Southeastern Pennsylvania Transportation Authority's ("SEPTA") proposed second amended complaint disclosed the existence of a confidential, non-public, fact-finding inquiry regarding the Company being conducted by the SEC. On September 27, 2016, the Company entered into a settlement agreement10-K. There is no assurance that regulatory enforcement actions or litigation with the SEC resolving the investigation of accounting and related matters at the Company for the periods ended June 30, 2010 to December 31, 2011. As part of the settlement agreement, the Company agreed to pay a civil money penalty of $1 million. On January 31, 2017, the Court entered a Case Management Order establishing the schedule for the litigation. The Case Management Order, among other things, sets the deadlines for the completion of discovery, the filing of motions and various pre-trial conferences. The trial is scheduled to begin on January 7, 2019.

The Company believes that the allegations of SEPTA's second amended complaint are without merit and intends to vigorously defend itself against those claims. It is not possible at this time to estimate losses, if any, with the litigation. However, there can be no assurances that the Companyprivate parties will not incur any losses associated with this litigationincrease in the future. Pending or that any losses that are incurred will not be material.
Indemnification costs associated with litigation andfuture legal proceedings against us may result in judgments, settlements, fines, penalties, indemnification costs, defense costs, or other results adverse to us, which could materially adversely impact the Company and itsaffect our business, financial condition andor results of operations.operations, or cause serious reputational harm to us.
We are generally required, to the extent permitted by Pennsylvania law, to indemnify our current and former directors and officers who are named as defendants in lawsuits. We also have certain contractual indemnification obligations to third parties regarding litigation. Generally, insurance coverage is not available for such indemnification costs we could incur to third parties. Current or future litigation could result in indemnification expenses that could have a materially adverse impact on our financial condition and results
23

Risks Related to Liquidity
We are subject to liquidity risk, which could negatively affect our funding levels.
Market conditions or other events could negatively affect our access to or the cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, or fund asset growth and new business initiatives at a reasonable cost, in a timely manner and without adverse consequences. Although we maintain a liquid asset portfolio and have implemented strategies to maintain sufficient and diverse sources of funding to accommodate planned, as well as unanticipated, changes in assets, liabilities, and off-balance sheet commitments under various economic conditions, a substantial, unexpected, or prolonged change in the level or cost of liquidity could have a material adverse effect on us. If the cost effectiveness or the availability of supply in these credit markets is reduced for a prolonged period of time, our funding needs may require us to access funding and manage liquidity by other means. These alternatives may include generating client deposits, securitizing or selling loans, extending the maturity of wholesale borrowings, borrowing under certain secured borrowing arrangements, using relationships developed with a variety of fixed income investors, and further managing loan growth and investment opportunities. These alternative means of funding may result in an increase to the overall cost of funds and may not be available under stressed conditions, which could cause us to liquidate a portion of our liquid asset portfolio to meet any funding needs. In the event additional liquidity is needed, we have access to liquidity from the FHLB, the FRB discount window and other sources. At December 31, 2023, we have combined borrowing capacity from the FHLB and FRB of approximately $1.0 billion. Accessing these sources of liquidity would impose additional borrowing costs on us.
Loss of deposits or a change in deposit mix could increase our cost of funding.
Deposits are a stable source of funding for which costs are typically lower than other financing options. We compete with banks and other financial institutions for deposits, as well as institutions offering uninsured investment alternatives, including money market funds and Treasury Bill alternatives. Our competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or obtain new deposits. Bank failures could negatively impact depositor confidence in us or the banking industry and cause our deposits to decline. Funding costs may increase if we lose deposits and are forced to replace them with more expensive sources of funding, if clients shift their deposits into higher cost products or if we need to raise interest rates to avoid losing deposits. Higher funding costs reduce our net interest margin and net income. Increased deposit competition could materially adversely affect our ability to fund lending operations. As a result, we may need to seek other sources of funds that could increase our cost of funds.
Wholesale funding sources may prove insufficient to replace deposits at maturity and support our operations and future growth.
We must maintain sufficient funds to respond to the needs of depositors and borrowers. To manage liquidity, we draw upon a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. These sources may include Federal Home Loan Bank advances, proceeds from the sale of investments and loans, and liquidity resources at the holding company. Our ability to manage liquidity will be severely constrained if we are unable to maintain access to funding or if adequate financing is not available to accommodate future growth at acceptable costs. In addition, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, operating margins and profitability would be adversely affected. Turbulence in the capital and credit markets may adversely affect our liquidity and financial condition and the willingness of certain counterparties and clients to do business with us. Our ability to borrow from other financial institutions or to access the debt or equity capital markets on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations.
The Parent Company is a holding company dependent foron liquidity onthrough payments, including dividends, from its bank subsidiary, which is subject to restrictions.
The Parent Company is a holding company, separate from the Bank, and must provide for its own liquidity. The Parent Company depends on dividends, distributions and other payments from the Bank to fund dividend payments and stock repurchases, if permitted, and to fund all payments on obligations. The FRB requires a BHC to act as a source of financial and managerial strength for its subsidiary banks. The FRB could require us to commit resources to the Bank when doing so is not otherwise in the interests of our shareholders or creditors. The Bank is subject to laws that restrict dividend payments or authorize regulatory bodies to blockprohibit or reduce the flow of funds from it to us. If the Bank is unable to pay dividends to us, we may not be able to service our debt, pay dividends on our common stock or engage in stock repurchases. A reduction or elimination of dividends could adversely affect the market price of our common stock and would adversely affect our business, financial condition, results of operations and prospects. In addition, our right to participate in a distribution of assets upon the Bank’s liquidation or reorganization is subject to the prior claims of the Bank’s creditors.creditors, including its depositors. Restrictions
The
24

on the Bank’s ability to dividend funds to the Company are included in Note 17, Shareholders' Equity and Regulatory Capital, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."
Concerns about the soundness of other financial institutions could adversely affect the Company.us.
Our ability to engage in routine funding and other transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have historically led to market-wide liquidity problems, losses of depositor, creditor and counterparty confidence and could lead to losses or defaults by us or by other institutions. While we did not have any direct exposure to the bank failures that occurred in 2023, the failures of those institutions led to extreme volatility in the prices of securities issued by financial institutions. Bank failures could negatively impact client and investor confidence in us, which could negatively impact our earnings, stock price or liquidity. We could experience increases in deposits and assets as a result of other banks’ difficulties or failure, which would increase the capital we needare required to maintain to support such growth.
Risks Related to Owning ourOur Stock
If the Company wants to,we want, or isare compelled, to raise additional capital in the future, that capital may not be available when it is needed andor on terms favorable to current shareholders.
Federal banking regulators require us and our banking subsidiary to maintain adequate levels of capital to support our operations. These capital levels are determined and dictated by law, regulation and banking regulatory agencies. In addition, capital levels are also determined by our management and board of directors based on capital levels that they believe are necessary to support our business operations. At December 31, 2017, all four capital ratiosChanges in our financial condition or results of operations, applicable accounting standards, laws and regulations and other factors could make it necessary or advisable for us andto raise additional capital. Under such circumstances, our banking subsidiary were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. To be “well capitalized,” banking companies generally must maintain a tier 1 leverage ratio of at least 5.0%, CET1 capital ratio of 6.5%, Tier 1 risk-based capital ratio of at least 8.0%, and a total risk-based capital ratio of at least 10.0%. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).
The Company’s ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance. Accordingly, we cannot provide assurance of our ability to raise additional capital on terms and time frames acceptable to us or to raise additional capital at all. Additionally, the inability to raise capital in sufficient amounts may adversely affect our operations, financial condition and results of operations. Our ability to borrow could also be impaired by factors that are nonspecific to us, such as severe disruption of the financial markets or negative news and expectations about the prospects for the financial services industry as a whole. If we raise capital through the issuance of additional shares of our common stock or other securities, we would likely dilute the ownership interests of current investors by diluting earnings per share of our common stock and potentially diluting book value per share, depending on the issuance price. The price at which we issue additional shares of stock could be less than the current market price of our common stock and, thus, could dilute the per share book value and earnings per share of our common stock. Furthermore, a capital raise through the issuance of additional shares may have an adverse impact on our stock price.

In addition, a capital raise involving the issuance of debt securities could negatively impact our earnings and liquidity.
The market price of our common stock has beenis subject to volatility.
The market price of the Company’sour common stock has been subject to fluctuations in response to numerous factors, many of which are beyond our control. These factors include actual or anticipated variations in our operational results and cash flows, changes in financial estimates by securities analysts, trading volume, large purchases or sales of our common stock, market conditions within the banking industry, the general state of the securities markets and the market for stocks of financial institutions, as well as general economic conditions. The impact of the large bank failures on the price of securities issued by financial institutions, generally, is one example of a situation in which factors outside of our control can negatively impact the market price of our securities. In addition, if our common stock ceases to be included in the Russell 2000 index, which is reconstituted in June of each year, this could result in decreased liquidity in, and demand for, our common stock, which could cause the market price of our common stock to decline.
The Parent Company's primary sourceA reduction in our credit rating could adversely affect our access to capital and could increase our cost of income is dividends received from its bank subsidiary.funds.
TheA credit rating agency regularly evaluates the Parent Company is a separate legal entity fromand the Bank, and mustcredit ratings are based on a number of factors, including our financial strength and ability to generate earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry, the economy, and changes in rating methodologies. There can be no assurance that we will maintain our current credit ratings. A downgrade of the credit ratings of the Parent Company or the Bank could adversely affect our access to liquidity and capital, and could significantly increase our cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to us or purchase our securities. This could affect our growth, profitability, and financial condition, including liquidity.
25

General Risk Factors
We may not be able to attract and retain skilled people.
Competition for the best people in most activities engaged in by us can be intense, and we may not be able to attract and hire sufficiently skilled people to fill open and newly created positions or to retain current or future employees. This competition for talented, skilled and diverse employees has been intensified by the increase in remote and flexible work arrangements, wage pressures and opportunities in the labor market. An inability to attract and retain individuals with the necessary skills to fill open positions, or the unexpected loss of services of one or more of our key personnel, could have a material adverse impact on our business due to the loss of their skills, knowledge of our markets, years of industry experience or the difficulty of promptly finding qualified replacement personnel.
We believe that our continued growth and future success will depend in large part on the skills of our management team and our ability to motivate and retain these individuals and other key personnel. The loss of service of one or more of our executive officers or key personnel could delay or reduce our ability to successfully implement our long-term business strategy, our business could suffer, and the value of our stock could be materially adversely affected. Leadership changes will occur from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional qualified personnel. We believe our management team possesses valuable knowledge about the banking industry and that their knowledge and relationships could be very difficult to replicate. Our success also depends on the experience of our branch managers and lending officers and on their relationships with the clients and communities they serve. The loss of these key personnel could negatively impact our banking operations. The loss of key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition, or operating results.
We could be adversely affected by a failure in our internal controls.
We rely on our employees to design, manage, and operate our systems and controls to assure that we properly enter into, record and manage processes, transactions and other relationships with clients, suppliers and other parties with whom we do business. In some cases, we rely on employees of third parties to perform these tasks. We also depend on employees and the systems and controls for which they are responsible to assure that we identify and mitigate the risks that are inherent in our relationships and activities. When we change processes or procedures, introduce new products or services, or implement new technologies, we may fail to adequately identify or manage operational risks resulting from such changes.
As a result of our reliance on employees, whether ours or those of third parties, we are subject to human vulnerabilities. These range from innocent human error to misconduct or malfeasance, potentially leading to operational breakdowns or other failures. Our controls may not be adequate to prevent problems resulting from human involvement in our business, including risks associated with the design, operation and monitoring of automated systems. Errors by our employees or others responsible for systems and controls on which we depend and any resulting failures of those systems and controls could result in significant harm to us. This could include client remediation costs, regulatory fines or penalties, litigation or enforcement actions, or limitations on our business activities. We could also suffer damage to our reputation, impacting our ability to attract and retain clients and employees.
Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.
Negative public opinion could damage our reputation and adversely affect our earnings.
Reputational risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, including banking operations and trust and investment operations, our management of actual or potential conflicts of interest and ethical issues, and our protection of confidential client information. Negative public opinion can also result from events occurring in the banking industry, such as bank failures, which are outside of our control. Negative public opinion can adversely affect our ability to keep and attract clients and can expose us to litigation and regulatory action. Although we take steps to minimize reputation risk in the way we conduct our business activities and deal with our clients, communities and vendors, these steps may not be effective. The proliferation of social media websites utilized by us and other third parties, as well as the personal use of social media by our employees and others, including personal blogs and social network profiles, also may increase the risk that negative, inappropriate or unauthorized information may be posted or released publicly that could harm our reputation or have other negative consequences, including as a result of our employees interacting with our clients in an unauthorized manner in various social media outlets. Any damage to our reputation could affect our ability to retain and develop the business
26

relationships necessary to conduct business, which in turn could negatively impact our financial condition, results of operations, and the market price of our common stock.
Acts of terrorism, natural disasters, global climate change, pandemics, wars and global conflicts may have a negative impact on our business and operations.
Acts of terrorism, natural disasters, global climate change, pandemics, wars, global conflicts or other similar events could disrupt our operations, result in damage to our properties, reduce or destroy the value of the collateral for its own liquidity.our loans and otherwise have a negative impact on our business and operations. While we have in place business continuity plans, such events could still damage our facilities, disrupt or delay the normal operations of our business (including communications and technology), result in harm to, or cause travel limitations on, our employees, and have a similar impact on our clients, suppliers, third-party vendors and counterparties. These events also could impact us negatively to the extent that they result in reduced capital markets activity, lower asset price levels, or disruptions in general economic activity in the U.S. or abroad, or in financial market settlement functions. In addition, these or similar events may impact economic growth negatively, which could have an adverse effect on our business and operations, and may have other adverse effects on us in ways that we are unable to its operating expenses,predict.
Anti-takeover provisions could negatively impact our shareholders.
Provisions of Pennsylvania law and provisions of our articles of incorporation and bylaws could make it more difficult for a third party to acquire control of us or have the Company is responsibleeffect of discouraging a third party from attempting to acquire control of us, even if a merger might be in the best interest of our shareholders. Our articles of incorporation authorize our Board of Directors to issue preferred stock without shareholder approval and such preferred stock could be issued as a defensive measure in response to a takeover proposal. These and other provisions could make it more difficult for paying any dividends declareda third party to its shareholders. The Company also has repurchased shares of its common stock. The Company’s primary source of income is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid from the Bank to the Company without prior approval of regulatory agencies. Restrictions on the Bank’s ability to dividend funds to the Company are included in Note 14, Restrictions on Dividends, Loans and Advances, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."acquire us.

ITEM 1B – UNRESOLVED STAFF COMMENTS
None.


ITEM 1C – CYBERSECURITY
We use, store and process data for and about our customers and employees. We have implemented a cybersecurity risk management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data and our systems.
Risk Management Oversight and Governance
Under the ultimate direction of our Chief Executive Officer and executive management team, our Information Security Core Committee has primary responsibility for overseeing our management of cybersecurity risks. This committee is chaired by our Chief Information Security Officer, or CISO, who reports directly to our Chief Risk Officer. Other members of the committee include representatives from Information Technology, Operations, Privacy, Compliance, BSA, Audit. Business Continuity, Vendor Management, Human Resources, Physical Security, Unified Fraud, Retail, Wealth Management, Lending, and Enterprise Risk Management.
Our CISO, working with his team and the Information Security Core Committee, has primary responsibility for assessing and managing our cybersecurity threat management program. He has more than 25 years of experience in building and leading information security teams and has worked at a technology start-up and a large, publicly-traded financial institution before joining the Company. His experience as a technology engineer has prepared him to lead a variety of teams, both large and small, design, implement and execute executive cyber and information security controls. He studied Computer Science at the University of Virginia and holds a Certified Information Systems Security Professional ("CISSP") certification.
In addition to frequent electronic communication, the committee meets monthly and more frequently, as circumstances warrant, to discuss and monitor prevention, detection, mitigation and remediation of risks from cybersecurity threats. When appropriate, meetings will also include our Chief Risk Officer, Chief Financial Officer, General Counsel and members of our disclosure committee. On a regular basis, the CISO also updates the executive management team on developments within the cybersecurity sphere.
The Board of Directors has delegated oversight of the Company’s cybersecurity program to the Enterprise Risk Management Committee of the Board of Directors. The Enterprise Risk Management Committee is responsible for reviewing reports on data management and security initiatives and significant existing and emerging cybersecurity risks, including
27

cybersecurity incidents, the impact on the Company and its stakeholders of any significant cybersecurity incident and any disclosure obligations arising from any such incidents.
Our CISO meets quarterly with the Enterprise Risk Management Committee of the Board of Directors to discuss management’s ongoing cybersecurity risk management programs. He provides information about the sources and nature of risks the Company faces, how management assesses such risks – including in terms of likelihood and severity of impact, progress on vulnerability remediation and current developments in the cybersecurity landscape. This presentation is shared with the full Board of Directors to enable discussion of cybersecurity risk management at the full board level.
Processes for the Identification of Cybersecurity Threats
Under the guidance of the Information Security Core Committee and the CISO, we have adopted a cybersecurity risk management program that addresses, among other areas:
Identification of assets at risk from cybersecurity threats;
Identification of potential sources of cybersecurity threats;
Assessment of the status of protections in place to prevent or mitigate cybersecurity threats; and
Given that landscape, how to manage cybersecurity risks.
Our risk assessment and mitigation program is centered on three key components:
Identification of risks, which involves input from different groups across the Company;
Evaluation of the likelihood of the risks manifesting, the severity of the potential consequences and prioritization of different risk items based on, among other things, importance to the business and cost/benefit analysis to fully address; and
Execution – establishment of a program to address.
Our information security team is responsible for monitoring our information systems for vulnerabilities and mitigating any issues. It works with other groups in the Company to understand the severity of the potential consequences of a cybersecurity incident and to make decisions about how to prioritize mitigation and other initiatives based on, among other things, materiality to the business. The information security team has processes designed to keep the Company apprised of the different threats in the cybersecurity landscape – this includes interacting with intelligence networks, working with researchers, discussions with peers at other companies, monitoring social media, reviewing government alerts and other news items and attending security conferences. The team also regularly monitors our internal network and out customer-facing network to identify security risks.
Our Internal Audit function updates the Enterprise Risk Management Committee of our Board of Directors on a quarterly basis about the Company’s enterprise risk management program. These reports are the culmination of a process that involves discussions with leaders across the Company and incorporates a multitude of enterprise risk factors, including cybersecurity threats. The Enterprise Risk Management Committee Chair, in turn, reports to the full Board of Directors a summary of the enterprise risk management presentation.
We have an employee education program that is designed to raise awareness of cybersecurity threats to reduce our vulnerability as well as to encourage consideration of cybersecurity risks across functions.
As part of the assessment of the protections we have in place to mitigate risks from cybersecurity threats, we engage third parties to conduct risk assessments on our systems. To assess the effectiveness of our program, we also have engaged consultants to conduct penetration testing and other vulnerability analyses. Over a cycle of several years, our Internal Audit function, with the assistance of outside technical advisors, will conduct an assessment of different systems to provide the Enterprise Risk Management Committee with information on our risk management processes, including cybersecurity risk.
Before purchasing third party technology or other solutions that involve exposure to the Company’s assets and electronic information, our information technology team requires those companies to complete a security review before being approved to work with the Company.

ITEM 2 – PROPERTIES
Our principal executive offices are located at 77 East King Street, Shippensburg, Pennsylvania, with additional executive and administrative offices at 4750 Lindle Road, Harrisburg, Pennsylvania. These facilities are owned by the Bank, which also maintains its principal and additional executive and administrative offices at those locations.

28

We own or lease other premises for use in conducting our business activities, including bank branches, an operations center, and offices in Berks, Cumberland, Dauphin, Franklin, Lancaster, and Perry Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington County,Counties, Maryland. We believe that the properties currently owned and leased are adequate for present levels of operation. We are constantly evaluating the best and most efficient mix of branch locations to service our customersclients due to evolving trends in our industry and increased client engagement through digital channels.

During the third quarter of 2022, the Company announced that five Pennsylvania branches would be closing and staffing model adjustments would be made to drive long-term growth and improve operating efficiencies in 2023 and forward. On December 23, 2022, the Bank announced that it had entered into a Purchase and Assumption Agreement providing for the sale of its Path Valley branch, one of the five branches scheduled to be closed, and the associated deposit liabilities. The transaction closed on May 12, 2023. The other four branches were closed on December 30, 2022.

ITEM 3 – LEGAL PROCEEDINGS
Information regarding legal proceedings is included in Note 19,23, Contingencies, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statement and Supplementary Data."

ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.

29


PART II

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the NASDAQ Capital Market under the symbol “ORRF.” At the close of business on February 28, 2018,March 11, 2024, there were approximately 2,7002,736 shareholders of record.
The following table sets forth for each quarter of 2017 and 2016 the high and low sales prices per share of our common stock and theBoard declared cash dividends declared. Trading prices are based on published financial sources.
 2017 2016
 Market Price 
Quarterly
Dividend
 Market Price 
Quarterly
Dividend
 High Low High Low 
            
First quarter$23.40
 $20.00
 $0.10
 $18.11
 $16.60
 $0.08
Second quarter23.00
 19.05
 0.10
 19.95
 17.05
 0.09
Third quarter26.55
 22.15
 0.10
 23.73
 17.59
 0.09
Fourth quarter26.95
 24.15
 0.12
 23.75
 18.05
 0.09
     $0.42
     $0.35

Our managementof $0.80 and $0.76 per common share in 2023 and 2022, respectively. Although the Company cannot guarantee the amount of future dividend payments, the Board understands the importance of the dividend to our shareholders and is currently committed to continuing to paypaying regular cash dividends; however, there can be no assurance as to future dividends because they are dependent on our future earnings, capital requirements and financial condition. In addition, any dividend increases prior to the completion of the merger of equals with Codorus Valley Bancorp, Inc. must be approved by Codorus Valley Bancorp, Inc. Restrictions on the payment of dividends are discussed in Note 14, Restrictions on Dividends, Loans17, Shareholders' Equity and Advances,Regulatory Capital, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data." On January 24, 2018,23, 2024, the Board declared a cash dividend of $0.12$0.20 per common share, which was paid on February 9, 2018.13, 2024, to shareholders of record as of February 6, 2024.
Securities Authorized for Issuance under Equity Compensation Plans
Information regarding the Company's equity compensation plans is included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Issuer Purchases of Equity Securities
(a)(b)(c)(d)
PeriodTotal number of shares (or units) purchasedAverage price paid per share (or unit)Total number of shares (or units) purchased as part of publicly announced plans or programsMaximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1, 2023 to October 31, 2023— $— — 28,467 
November 1, 2023 to November 30, 2023— — — 28,467 
December 1, 2023 to December 31, 2023— — — 28,467 
Total— $— — 
In September 2015, the Board of Directors of the Company authorized a share repurchase program underpursuant to which the Company maycould repurchase up to 5%416,000 shares of the Company's outstanding shares of common stock or approximately 416,000 shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange ActAct. On April 19, 2021, the Board of 1934, as amended.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.
No shares were repurchased from October 1, 2017 to For the three months December 31, 2017.2023, the Company repurchased zero shares of its common stock. For the year ended December 31, 2023, the Company repurchased 130,592 shares of its common stock at an average price of $19.75. At December 31, 2017, 82,7252023, 949,533 shares had been repurchased under the program at a total cost of $1,438,000,$21.2 million, or $17.38$22.36 per share. The maximum numberCommon stock available for future repurchase totals approximately 28,467 shares, or 0.3% of shares that may yet be purchased under the plan is 333,275 sharesCompany's outstanding common stock at December 31, 2017.2023.




30

PERFORMANCE GRAPH
The performance graph below compares the cumulative total shareholder return on our common stock with other indexes: the SNLS&P U.S. SmallCap Banks index of banks with assets between $1$1.0 billion and $5$5.0 billion, the S&P 500 Index, and the NASDAQ Composite index. The graph assumes an investment of $100 on December 31, 20122018 and reinvestment of dividends on the date of payment without commissions. Shareholder returns on our common stock are based uponon trades on the NASDAQ Stock Market. The performance graph represents past performance and should not be considered to be an indication of future performance.
 

Stock grapy 2023v1.jpg

Period Ending Period Ending
Index12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17Index12/31/1812/31/1912/31/2012/31/2112/31/2212/31/23
Orrstown Financial Services, Inc.100.00
 169.61
 176.35
 187.42
 239.80
 275.16
SNL Bank $1B-$5B Index100.00
 145.41
 152.04
 170.20
 244.85
 261.04
S&P U.S. SmallCap Bank Index
S&P 500 Index100.00
 132.39
 150.51
 152.59
 170.84
 208.14
NASDAQ Composite Index100.00
 140.12
 160.78
 171.97
 187.22
 242.71
Source :Source: S&P Global Market Intelligence © 20172024
In accordance with the rules of the SEC, this section captioned “Performance Graph” shall not be incorporated by reference into any of our future filings made under the Exchange Act or the Securities Act. The Performance Graph and its accompanying table are not deemed to be soliciting material or to be considered filed under the Exchange Act or the Securities Act.
Recent Sales of Unregistered Securities
The Company has not, sold any securities within the past three years, sold any equity securities, which were not registered under the Securities Act.


31

Table of Contents
ITEM 6 – SELECTED FINANCIAL DATA[RESERVED]

 At or For The Year Ended December 31,
(Dollars in thousands except per share information)2017 2016 2015 2014 2013
Summary of Operations         
Interest and dividend income$51,015
 $41,962
 $38,635
 $38,183
 $37,098
Interest expense7,644
 5,417
 4,301
 4,159
 5,011
Net interest income43,371
 36,545
 34,334
 34,024
 32,087
Provision for loan losses1,000
 250
 (603) (3,900) (3,150)
Net interest income after provision for loan losses42,371
 36,295
 34,937
 37,924
 35,237
Investment securities gains1,190
 1,420
 1,924
 1,935
 332
Noninterest income19,197
 18,319
 17,254
 16,919
 17,476
Noninterest expenses50,330
 48,140
 44,607
 43,768
 43,247
Income before income tax expense (benefit)12,428
 7,894
 9,508
 13,010
 9,798
Income tax expense (benefit)4,338
 1,266
 1,634
 (16,132) (206)
Net income$8,090
 $6,628
 $7,874
 $29,142
 $10,004
Per Share Information         
Basic earning per share$1.00
 $0.82
 $0.97
 $3.59
 $1.24
Diluted earnings per share0.98
 0.81
 0.97
 3.59
 1.24
Dividends per share0.42
 0.35
 0.22
 0.00
 0.00
Book value at December 3117.34
 16.28
 16.08
 15.40
 11.28
Weighted average shares outstanding – basic8,070,472
 8,059,412
 8,106,438
 8,110,344
 8,093,306
Weighted average shares outstanding – diluted8,226,261
 8,145,456
 8,141,600
 8,116,054
 8,093,306
Stock Price Statistics         
Close$25.25
 $22.40
 $17.84
 $17.00
 $16.35
High26.95
 23.75
 18.45
 17.50
 18.00
Low19.05
 16.60
 15.10
 15.33
 9.49
Price earnings ratio at close25.3
 27.3
 18.4
 4.7
 13.2
Diluted price earnings ratio at close25.8
 27.7
 18.4
 4.7
 13.2
Price to book at close1.5
 1.4
 1.1
 1.1
 1.4
Year-End Information         
Total assets$1,558,849
 $1,414,504
 $1,292,816
 $1,190,443
 $1,177,812
Loans1,010,012
 883,391
 781,713
 704,946
 671,037
Total investment securities425,305
 408,124
 402,844
 384,549
 416,864
Deposits – noninterest-bearing162,343
 150,747
 131,390
 116,302
 116,371
Deposits – interest-bearing1,057,172
 1,001,705
 900,777
 833,402
 884,019
Total deposits1,219,515
 1,152,452
 1,032,167
 949,704
 1,000,390
Repurchase agreements43,576
 35,864
 29,156
 21,742
 9,032
Borrowed money133,815
 76,163
 84,495
 79,812
 66,077
Total shareholders’ equity144,765
 134,859
 133,061
 127,265
 91,439
Assets under management – market value1,370,950
 1,174,143
 966,362
 1,017,013
 1,085,216
Financial Ratios         
Average equity / average assets9.49% 10.41% 10.66% 8.63% 7.45%
Return on average equity5.73% 4.80% 5.99% 28.78% 11.30%
Return on average assets0.54% 0.50% 0.64% 2.48% 0.84%


ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of Orrstownthe Company and should be read in conjunction with our Consolidated Financial Statements and notes thereto included in this Annual Report on Form 10-K. Certain prior period amounts presented in this discussion and analysis have been reclassified to conform to current period classifications. These reclassifications did not have a material impact on the Company's consolidated financial condition, results of operations or statement of consolidated cash flows.
Overview
The Company, headquartered in Shippensburg, Pennsylvania, is a one-bank holding company that has elected status as a financial holding company. The consolidated financial information presented herein reflects the Company and its wholly-owned subsidiary, the Bank. At December 31, 2023, the Company had total assets of $3.1 billion, total liabilities of $2.8 billion and total shareholders' equity of $265.1 million as reported in the consolidated balance sheets.
The Company's primary source of income is net interest income, which is the difference between interest earned on its interest earning assets, such as loans and investment securities, and interest paid on its interest-bearing liabilities that includes deposits and borrowings. The Company's results of our operations are highly dependent onimpacted by economic conditions and market interest rates. The Company'sOur profitability for the years ended December 31, 2017, 20162023, 2022 and 20152021 was primarily influenced by itsour continued organic growth and ongoing expansion into targeted markets while it maintained improvementand the rising interest rate environment.
On December 12, 2023, the Company entered into an agreement and plan to merge with Codorus Valley. For the year ended December 31, 2023, the Company incurred merger-related expenses of $1.1 million, which was included in asset quality from prior years. Thesenon-interest expenses in the consolidated statements of income under Part II, Item 8, "Financial Statements and other matters are discussed more fully below.Supplemental Data."
During 2022, the Company agreed to settle a litigation matter, which resulted in a provision for legal settlement ("legal settlement") of $13.0 million, before the tax effect, and the Company announced that five branch locations in Pennsylvania would be closing and staffing model adjustments would be made to drive long-term growth and improve operating efficiencies in 2023 and forward. As a result of these initiatives, the Company recorded a pre-tax restructuring charge of $3.2 million. Both the legal settlement and the restructuring charge were included in non-interest expenses in the consolidated statements of income under Part II, Item 8, "Financial Statements and Supplemental Data."

Critical Accounting PoliciesEstimates
The Company's consolidated financial statements are prepared in accordance with GAAP and follow general practices within the financial services industry. Application of these principles involves complex judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities. The judgments and estimates that we used are based on historical experiences and other factors, which we believe are reasonable under the circumstances. Because of the nature of the judgments and estimates that we have made, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the results of our operations.
The most significant accounting policies followed by the Company are presented in Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data." TheseIn applying those accounting policies, along with the disclosures presentedCompany's management is required to exercise judgment in determining many of the other consolidated financial statement notes, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods,methodologies, assumptions and estimates underlying those amounts, the Company has identified the adequacyto be utilized. Certain of the ALL and accounting for income taxes as critical accounting policies.estimates are more dependent on such judgment and, in some cases, may contribute to volatility in our reported financial performance should the assumptions and estimates used change over time due to changes in circumstances. Some of the more significant areas in which the Company's management applies critical assumptions and estimates include the following:
Accounting for Credit Losses - Loans
The ALLACL represents the amount that, in management’s estimate of probable incurredjudgment, appropriately reflects credit losses inherent in the loan portfolio at the balance sheet date. A provision for credit losses is recorded to adjust the level of the ACL as determined by management. 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 based on historical credit loss experience, current conditions, and reasonable and supportable forecasts.
Determining the amountACL inherently involves a high degree of subjectivity and requires the ALL is considered a complex accounting estimate because it requiresCompany to make significant judgmentestimates of current credit risks and the usetrends, all of estimates related towhich may undergo material changes, including expected probabilities of default, expected loss given default, the amount and timing of expected future cash flows on impaired loans,including the impact from unexpected changes in prepayment speeds, estimated losses on pools of homogeneous loans based on historical credit loss experience and forecasted economic conditions. To the
32

Table of Contents
extent actual results differ from management's estimates, additional provisions for credit losses may be required that could adversely impact results of operations and regulatory capital in future periods.
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. 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 changes in interest rates, market conditions, the collateral securing the loans, and general economic conditions.
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. 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. Management uses the best available information to complete these evaluations; however, future adjustments to the ACL may be necessary if conditions significantly differ from the assumptions used in making the evaluations.
Utilizing a third-party vendor, the ACL for loans collectively evaluated is measured using a lifetime expected loss rate model under the vendor's neutral scenario that considers historical loss performance and past events in addition to forecasts of future economic conditions. The Company elected to use the discounted cash flow ("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 and can be obtained from the Federal Reserve Economic Database. 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, which are obtained from the third-party vendor. The model incorporates an annualized prepayment rate and a twelve-month rate for curtailment based on a "statistical tendency to repay." Changes in the prepayment and curtailment speeds that vary from the current economic trendsmodel inputs could result in an inaccurate of expected credit losses. The development and conditions, allvalidation 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, which may be susceptiblea four-quarter forecast period followed by a four-quarter straight-line reversion period were applied.
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, which represents a significant judgment in determining the ACL; however, changes in the macroeconomic forecast could significantly impact the calculated ACL. 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 significant change.expected loan balances over an estimated remaining life of loans. The estimated remaining life is calculated using historical bank-specific loan portfolio also representsattrition data.
See Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for Credit Losses, to the largest assetConsolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplemental Data," for details on the consolidated balance sheets.ACL evaluation.
Accounting for Income Taxes
The Company is subject to federal and state income taxes in the jurisdictions in which it operates. Due to the complexity of the tax laws, management may make judgments in computing income tax expense, which are subject to varying interpretations by management and the taxing authorities, and could result in changes upon final determination. Income tax expense is based upon income before taxes, adjusted for the effect of certain tax-exempt income, non-deductible expenses and credits. Temporary differences may occur as a result of certain income and expense items being reported in different periods for financial reporting and tax purposes. Deferred taxes are calculated, using the applicable enacted marginal tax rate, based on the differences between the tax basis and carrying value of the asset or liability on the financial statement. The Company
33

Table of Contents
recognizes, when applicable, interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of income. Under FASB ASC 740, Income Taxes, the Company must apply a more likely than not probability threshold on its tax positions before a financial statement benefit is recognized. A valuation allowance would be recognized if any deferred tax assets were determined to be more likely than not unrecoverable. See Note 8, Income Taxes, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplemental Data," for details on our income tax expense and deferred tax assets and liabilities for the future effects of temporary differences and tax credits. Enacted tax rates are applied to cumulative temporary differences based on expected taxable income in the periods in which the deferred tax asset or liability is anticipated to be realized. Future tax rate changes could occur that would require the recognition of income or expense in the statement of income in the period in which they are enacted. The Company records deferred tax assets to the extent the Company believes these assets will more likely than not be realized, utilizing a valuation allowance if all or a portion of the deferred tax assets is not so considered to be realized. In making this determination, the Company considers all available evidence, including future reversals of existing deferred tax liabilities, projected future taxable income, feasible and prudent tax planning strategies and recent financial operating results. In the event the Company was to determine that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be made that would impact income tax expense. Management may need to modify its judgment in this regard, from one period to another, should a material change occur in the business environment, tax legislation, or in any other business factor that could impair the Company’s ability to benefit from the asset in the future.
On December 22, 2017, federal tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), was enacted. Among other things, the Tax Act reduced the Company's statutory federal tax rate from 34% to 21% effective January 1, 2018. As a result, we were required to remeasure, through income tax expense, certain deferred tax assets and liabilities using the enacted rate at which we expect them to be recovered or settled. The remeasurement of our net deferred tax asset resulted in additional federal deferred tax expense of $2,635,000, which is included in total tax expense for 2017. The Company's deferred tax assets related to low-income housing credit and alternative minimum tax credit carryforwards were not impacted by the change in statutory tax rate, as they are treated as payments on future federal income taxes due and are not subject to remeasurement. However, the Tax Act did change alternative minimum tax credit carryforwards to be refundable credits. To reflect this change, the Company reclassed its alternative minimum tax credit carryforwards, totaling $5,343,000 at December 31, 2017, from deferred tax assets to other assets in the consolidated balance sheets.

liabilities.
Readers of the Company's consolidated financial statements should be aware that the estimates and assumptions used in the Company’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions, in order to fairly represent the condition of the Company at that time.
Economic Climate, Inflation and Interest Rates
Preliminary real GDP for the fourth quarter of 2023 increased 3.2% on an annualized basis, which is a decline from 4.9% during the third quarter of 2023; however, it represents an improvement from the annualized increase of 2.7% during the fourth quarter of 2022. The pacepreliminary GDP during the fourth quarter of U.S. economic growth has recently increased above the modest two percent average of the recent expansion. The passage of tax cuts, a2023 reflected increases across multiple sectors including consumer spending and goods, residential fixed assets, exports, federal budget with significantly increased government spending and private inventory investment. The increase in consumer spending and goods was notable within food services, accommodations, health care, and pharmaceutical products. The increase in residential fixed assets was from new residential structures. Within exports, petroleum and recreational goods and vehicles were the possibilityleading factors. Compared to the third quarter of 2023, the offsetting factors resulting in deceleration in real GDP during the fourth quarter included slowdowns in consumer spending, residential fixed assets, private inventory investment and federal government spending. Fluctuation in real GDP in recent periods, due to inflation, credit conditions, supply chain challenges and geopolitical tensions, continues to create uncertainty in the current economic environment. The personal consumption expenditures ("PCE") price index increased by 1.9% in the fourth quarter of 2023, compared to an infrastructure bill all contributeincrease of 2.9% for the final estimate in the third quarter of 2023. Excluding food and energy prices, the PCE price index remained at 2.0% in the fourth quarter of 2023 as compared the third quarter of 2023.
The national unemployment rate was 3.7% in December 2023 compared to a more positive consensus outlook for 2018. This expansion is now3.8% in September 2023 and 3.5% in December 2022. However, within 14 months of becoming the longest expansion since World War II. There are signs that this expansion is reaching maturity: credit spreads are near their historical lows,Company's geographic footprint, the unemployment rate has approached four percent,decreased considerably in Pennsylvania from 4.3% in December 2022 to 3.5% in December 2023, and decreased in Maryland from 3.0% in December 2022 to 1.9% in December 2023. These decreases in state-wide unemployment rates are consistent with those experienced by the counties in which the Company operates branches and other corporate offices. There continued to be notable job gains nationally in healthcare, leisure and hospitality, professional, scientific and technical services, and government during the fourth quarter of 2023.
At both December 31, 2023 and 2022, the 10-year Treasury bond yield curve is flatter.was 3.88%; however, it ranged from 3.30% to 4.98% during 2023 due to uncertain economic conditions and inflationary pressures. In an attempt to combat the impact of inflation, the rising consumer price index, supply chain disruptions, and labor market and geopolitical tensions, the FOMC approved increases to the Fed Funds rate totaling 525 basis points since March 2022 through the date of this report. In December of 2023, the FOMC signaled its intention to reduce interest rates in 2024, contingent upon inflation settling at its 2.0% target.
The majority of the assets and liabilities of a financial institution are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an impact on the Company, particularly with respect to the growth of total assets and on noninterest expenses, which tend to rise during periods of general inflation. Inflationary pressures overRisks also exist due to supply and demand imbalances, employment shortages, the last several years have been modest, however, withinterest rate environment, and geopolitical tensions. It is reasonably foreseeable that estimates made in the current unemployment ratefinancial statements could be materially and fiscal stimulusadversely impacted in the near term as a result of these conditions, including expected credit losses on loans and the way, concernsfair value of financial instruments that inflation may increase faster than the last several years are starting to make their way into economic forecasts and may pressure interest rates higher.carried at fair value.
As the Company’s balance sheet consists primarily of financial instruments, interest income and interest expense are greatly influenced by the level of interest rates and the slope of the yield curve. Duringcurve, as well as the first twomix of the three years presented in this financial statement review, interest rates were near all-time lows. The FRB began raising short term interest rates in December 2015assets and raised the Fed Funds rate 25 basis points four more times between December of 2016 and December of 2017. The yield curve shifted upward with the increase in the Fed Funds rate with short term rates increasing further than long term rates resulting in a flatter yield curve.funding. The Company has been able to grow its net interest income by $9,037,000$5.3 million from 20152022 to 2017, through2023 due to organic commercial loan growth and rising interest rates, despite the growthdecrease of loans and higher yielding securities$5.9 million in combination with slower increases in its funding costs.SBA PPP interest income from the prior year. Competition for quality lending opportunities and deposits remains intense, which, together with a flatteningan inverted yield curve, will continue to challenge ourthe Company's ability to grow ourits net interest margin and to leverage ourmanage its overhead expenses.
34

Table of Contents
Beginning in March 2023, the banking industry experienced disruption from the failures of multiple regional U.S. banking institutions, each due to unique circumstances related to risk management of liquidity, interest, and capital and associated stress on deposits and unrealized losses on investment securities. These events led to a decline of confidence in the banking industry, which has since subsided, and overall economic uncertainty, which is expected to result in increased regulatory oversight and policymaking. The industry has experienced a significant increase in competition and pricing on deposits, which has driven funding costs higher. Although the Company was not materially impacted by these events during the year ended December 31, 2023, the Company has continued to assess its funding sources and analyze its liquidity position, interest rate sensitivity and capital adequacy, while also monitoring the ongoing events and volatility in the banking industry.

Results of Operations
Summary
The Company recorded netNet income of $8,090,000, $6,628,000totaled $35.7 million, $22.0 million and $7,874,000$32.9 million for 2017, 20162023, 2022 and 2015.2021, respectively. Diluted earnings per share totaled $0.98, $0.81$3.42, $2.06 and $0.97$2.96 for 2017, 20162023, 2022 and 2015.2021, respectively. Excluding merger-related expenses of $1.1 million, for the year ended December 31, 2023, net income totaled $36.6 million and diluted earnings per share totaled $3.51 compared to net income of $34.8 million and diluted earnings per share of $3.25 for the year ended December 31, 2022, excluding the legal settlement and restructuring expenses. See “Supplemental Reporting of Non-GAAP Measures.”
Net interest income totaled $43,371,000, $36,545,000$104.9 million, $99.6 million and $34,334,000$87.0 million for 2017, 20162023, 2022 and 2015, principally reflecting our2021, respectively. During 2023 and 2022, the increase in net interest income reflected the deployment of cash into higher yielding commercial loans and investment securities and the impact of the rising interest rates on interest-earning asset yields, partially offset by the impact of an increase in cost of funds and increases in interest-bearing liabilities. During 2021, net interest income benefited from the Company's expanded geographic footprint, organic growth in commercial loans from an expandedincreased sales force and effortsas the Company continued to expand our geographic footprint while takingtake advantage of market opportunities. A higheropportunities, and SBA PPP interest rate environment each year contributed to increased yieldsincome. For 2023, 2022 and 2021, interest income recognized on SBA PPP loans totaled $192 thousand, $6.1 million and investments, and, to a lesser extent, costs of interest-bearing liabilities.$16.8 million, respectively.
Favorable historical charge-off data and management's emphasis on loan quality have impacted our results, as the allowance for loan losses has remained stable as loans have increased. The provision for loancredit losses on loans totaled $1,000,000$1.7 million, $4.2 million and $250,000$1.1 million in 20172023, 2022 and 2016. In 2015,2021, respectively. During the first quarter of 2023, the Company adopted the new accounting standard for CECL, which resulted in the change from the incurred loss model based on historical loss experience to the expected loss model, which reflects the expected credit losses over the expected life of financial assets and commitments.
Noninterest income totaled $25.7 million, $27.0 million and $29.2 million for 2023, 2022 and 2021, respectively. The decrease of $1.3 million from 2022 to 2023 was primarily due to a negative provision or recoverydecrease of amounts previously provided for or charged-off totaling $(603,000)$1.6 million in swap fee income, partially offset by an increase in mortgage banking activities of $184 thousand. The decrease in noninterest income of $2.2 million from 2021 to 2022 was recognized.primarily due to a decrease in mortgage banking activities of $5.5 million, which was partially offset by increases in swap fee income of $2.3 million and other income of $1.1 million. Other income in 2022 included realized gains on the Company's investment in a non-housing limited partnership of $1.1 million.
Noninterest expenses totaled $50,330,000, $48,140,000$83.8 million, $95.8 million and $44,607,000$74.1 million for 2017, 20162023, 2022 and 2015.2021, respectively. The changesdecrease of $12.0 million from 2022 to 2023 was primarily due to a legal settlement of $13.0 million and a restructuring charge of $3.2 million during 2022, partially offset by an increase of $3.0 million in certain components of noninterest expenses between the years are reflective of the Company's focus on investing in additional talent and locations to better serve the needs of our customers and efforts to develop new relationships by taking advantage of market opportunities created by consolidation of other banks. Salariessalaries and employee benefits increased $2,314,000expense and merger-related expenses of $1.1 million during 2023. The increase of $21.7 million in non-interest expenses from 20152021 to 20162022 was due to the aforementioned legal settlement and $3,775,000 from 2016 to 2017. Occupancyrestructuring charge and furniturean increase of $4.0 million in salaries and fixture costs increased $544,000 from 2015 to 2016 and $414,000 from 2016 to 2017.employee benefits expenses.
Income tax expense totaled $4,338,000, $1,266,000$9.4 million, $4.6 million and $1,634,000$8.0 million for 2017, 20162023, 2022 and 2015,2021, or an effective tax rate of 34.9%20.8%, 16.0%17.2% and 17.2%19.6% respectively. In 2017, we remeasured our net deferredThe Company’s effective tax assetrate is less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt loans and investment securities and income from life insurance policies and tax credits. The increase in the effective tax rate in 2023 was primarily due to an increase in taxable income compared to the prior year due to the enactmentlegal settlement and restructuring charge in 2022. In addition, the effective tax rate increased in 2023 due to the portion of interest expense disallowed as a deduction against earnings under the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") and an increase in December 2017.state taxes as a result of a greater percentage of taxable income earned in a state with a state income tax. The Tax Act lowered our statutorydifference in the effective tax rate in 2022 from 34%2021 was primarily due to 21% effective January 1, 2018. Remeasurementa decrease in taxable income resulting from the legal settlement and restructuring charge, an increase in tax-exempt interest income on loans and investment securities due to the higher interest rate environment, and additional tax credits.
35

Table of our net deferred tax asset at the lower rate resulted in an expense of $2,635,000, which is included in total tax expense for 2017.Contents

Net Interest Income
Net interest income is the primary component of the Company's revenue.net income. Interest-earning assets include loans, investment securities and federal funds sold.interest-bearing bank balances. Interest-bearing liabilities include primarily deposits and borrowed funds.
Net interest income is affected by changes in interest rates, volumesthe volume of interest-earning assets and interest-bearing liabilities, and the composition of those assets and liabilities. “Net interest spread” and “net interest margin” are two common statistics related to changes in net interest income. The netNet interest spread represents the difference between the yields earned on interest-earning assets and the rates paid for interest-bearing liabilities. The netNet interest margin is defined as the ratio of net interest income to average earning asset balances. Through the use of noninterest-bearing demand deposits and shareholders' equity, the net interest margin exceeds the net interest spread, as these funding sources are noninterest-bearing.

The Federal ReserveFRB influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is affectedStarting in March 2022, the FOMC increased the Fed Fund rate by changes in the prime interest rate. The prime interest rate, which is the rate offered on loans to borrowers with strong credit, remained at 3.25% during most of 2015. In December 2015, the prime rate increased 25425 basis points to 3.50%during 2022 and remained at that level through most of 2016. In December 2016, the prime rate increased 25100 basis points during 2023 as an attempt to endcombat the year at 3.75%. During 2017,impact of inflation, the prime rate increased 75 basis points (25 basis points in eachrising consumer price index, supply chain disruptions, the state of March, Junethe labor market and December) to end the year at 4.50%.

geopolitical tensions.
Core deposits are deposits that are stable, lower cost and generally reprice more slowly than other deposits when interest rates change. Core deposits, which exclude certificates of deposit, are typically funds of local customersclients who also have a borrowing or other relationship with the Bank. We areThe Company is primarily funded by core deposits, with noninterest-bearing demand deposits historically being a significant source of funds. ThisDuring 2022, the lower-cost funding base is expected to havehad a positive impact on ourthe Bank's net interest income and net interest margin in athe rising interest rate environment. However, as the Fed Fund rate continued to increase, the competition for deposits also increased in the latter part of 2022 and continued throughout 2023 with clients utilizing their funds at a higher frequency and additional liquidity was needed to meet the demands of our clients. In addition, decreases in demand deposits and savings deposits were primarily due to clients shifting to higher-yielding products within the Bank, including time deposits with promotional offerings of up to 18-month terms. The Bank is currently liability sensitive as interest bearing liabilities are expected to reprice faster than interest earning assets.
Net interest income totaled $43,371,000, $36,545,000 and $34,334,000 in 2017, 2016 and 2015. The following table presents net interest income, net interest spread and net interest margin on a taxable-equivalent basis for 2017, 20162023, 2022 and 2015.2021. Taxable-equivalent adjustments are the result of increasing income from tax-freetax-exempt loans and investmentsinvestment securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 34%21% federal corporate tax rate for 20172023, 2022 and 2016 and 35% for 2015,2021, reflecting our statutory tax rates for those years.
Effective January 1, 2018, the Tax Act changed our statutory tax rate to 21%. As a result
36



 2017 2016 2015
(Dollars in thousands)
Average
Balance
 
Taxable-
Equivalent
Interest
 
Taxable-
Equivalent
Rate
 
Average
Balance
 
Taxable-
Equivalent
Interest
 
Taxable-
Equivalent
Rate
 
Average
Balance
 
Taxable-
Equivalent
Interest
 
Taxable-
Equivalent
Rate
Assets                 
Federal funds sold and interest-bearing bank balances$15,487
 $218
 1.41% $31,452
 $208
 0.66% $18,901
 $81
 0.43%
Taxable securities326,900
 7,478
 2.29
 303,124
 6,012
 1.98
 348,613
 6,697
 1.92
Tax-exempt securities93,683
 4,748
 5.07
 57,231
 2,767
 4.83
 33,055
 1,629
 4.93
Total securities420,583
 12,226
 2.91
 360,355
 8,779
 2.44
 381,668
 8,326
 2.18
Taxable loans893,555
 38,568
 4.32
 774,984
 32,036
 4.13
 687,079
 28,787
 4.19%
Tax-exempt loans50,797
 2,450
 4.82
 58,281
 2,848
 4.89
 59,600
 3,094
 5.19
Total loans944,352
 41,018
 4.34
 833,265
 34,884
 4.19
 746,679
 31,881
 4.27
Total interest-earning assets1,380,422
 53,462
 3.87
 1,225,072
 43,871
 3.58
 1,147,248
 40,288
 3.51
Cash and due from banks20,391
     20,803
     19,155
    
Bank premises and equipment35,055
     31,413
     24,386
    
Other assets65,293
     61,391
     56,894
    
Allowance for loan losses(12,738)     (13,529)     (14,134)    
Total$1,488,423
     $1,325,150
     $1,233,549
    
Liabilities and Shareholders’ Equity                 
Interest-bearing demand deposits$648,174
 2,148
 0.33
 $565,524
 1,195
 0.21
 $500,474
 908
 0.18
Savings deposits94,815
 150
 0.16
 90,272
 144
 0.16
 85,068
 136
 0.16
Time deposits292,616
 3,836
 1.31
 289,574
 3,472
 1.20
 263,414
 2,562
 0.97
Short-term borrowings97,814
 784
 0.80
 56,387
 187
 0.33
 85,262
 295
 0.35
Long-term debt36,336
 726
 2.00
 24,335
 419
 1.72
 22,522
 400
 1.78
Total interest-bearing liabilities1,169,755
 7,644
 0.65
 1,026,092
 5,417
 0.53
 956,740
 4,301
 0.45
Noninterest-bearing demand deposits161,917
     147,473
     134,040
    
Other15,450
     13,612
     11,316
    
Total Liabilities1,347,122
     1,187,177
     1,102,096
    
Shareholders’ Equity141,301
     137,973
     131,453
    
Total$1,488,423
     $1,325,150
     $1,233,549
    
Taxable-equivalent net interest income / net interest spread  45,818
 3.22%   38,454
 3.05%   35,987
 3.06%
Taxable-equivalent net interest margin    3.32%     3.14%     3.14%
Taxable-equivalent adjustment  (2,447)     (1,909)     (1,653)  
Net interest income  $43,371
     $36,545
     $34,334
  
 202320222021
Average
Balance
Taxable-
Equivalent
Interest
Taxable-
Equivalent
Rate
Average
Balance
Taxable-
Equivalent
Interest
Taxable-
Equivalent
Rate
Average
Balance
Taxable-
Equivalent
Interest
Taxable-
Equivalent
Rate
Assets
Federal funds sold and interest-bearing bank balances$40,856 $1,809 4.43 %$98,793 $774 0.78 %$258,834 $353 0.14 %
Taxable securities396,779 18,031 4.54 368,479 10,237 2.78 372,461 6,622 1.78 
Tax-exempt securities (1)
123,686 4,383 3.54 141,161 5,209 3.69 89,574 3,157 3.52 
Total investment securities (2)
520,465 22,414 4.31 509,640 15,446 3.03 462,035 9,779 2.12 
Loans (1)(3)(4)
2,239,574 127,107 5.68 2,042,422 93,799 4.59 1,985,350 84,453 4.25 
Total interest-earning assets2,800,895 151,330 5.40 2,650,855 110,019 4.15 2,706,219 94,585 3.50 
Cash and due from banks29,867 28,534 30,231 
Bank premises and equipment29,442 32,673 34,545 
Other assets167,499 155,428 143,479 
Allowance for credit losses(28,176)(22,690)(19,659)
Total assets$2,999,527 $2,844,800 $2,894,815 
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits$1,525,204 $26,944 1.77 %$1,414,177 $4,308 0.30 %$1,392,996 $1,287 0.09 %
Savings deposits198,157 585 0.30 232,660 341 0.15 202,371 203 0.10 
Time deposits338,170 9,981 2.95 273,276 1,688 0.62 360,264 2,709 0.75 
Total interest-bearing deposits2,061,531 37,510 1.82 1,920,113 6,337 0.33 1,955,631 4,199 0.21 
Securities sold under agreements to repurchase and federal funds purchased14,111 114 0.80 22,305 44 0.20 22,888 32 0.14 
FHLB advances and other borrowings123,697 5,350 4.32 15,678 630 4.01 40,589 482 1.19 
Subordinated notes32,058 2,017 6.29 31,993 2,013 6.29 31,931 2,009 6.29 
Total interest-bearing liabilities2,231,397 44,991 2.02 1,990,089 9,024 0.45 2,051,039 6,722 0.33 
Noninterest-bearing demand deposits470,349 557,142 542,952 
Other liabilities54,447 53,288 38,665 
Total liabilities2,756,193 2,600,519 2,632,656 
Shareholders’ equity243,334 244,281 262,159 
Total liabilities and shareholders' equity$2,999,527 $2,844,800 $2,894,815 
Taxable-equivalent net interest income / net interest spread106,339 3.39 %100,995 3.70 %87,863 3.17 %
Taxable-equivalent net interest margin3.80 %3.81 %3.25 %
Taxable-equivalent adjustment(1,433)(1,365)(889)
Net interest income$104,906 $99,630 $86,974 
Ratio of average interest-earning assets to average interest-bearing liabilities126 %133 %132 %
NOTES TO ANALYSIS OF NET INTEREST INCOME:
 (1)
Note:Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 34%21% tax rate in 2017rate.
(2)Average balance of investment securities is computed at fair value.
 (3)Average balances include nonaccrual loans.
 (4)Interest income on loans includes prepayment and 2016, and 35% in 2015. For yield calculation purposes, nonaccruing loans are included in the average loan balance.late fees, where applicable.



37





The following table presents changes in net interest income on a taxable-equivalent basis for 2017, 20162023 and 20152022 by rate and volume components.

 2017 Versus 2016 Increase (Decrease)
Due to Change in
 2016 Versus 2015 Increase (Decrease)
Due to Change in
(Dollars in thousands)
Average
Volume
 
Average
Rate
 Total 
Average
Volume
 
Average
Rate
 Total
Interest Income           
Federal funds sold and interest-bearing bank balances$(106) $116
 $10
 $54
 $73
 $127
Taxable securities472
 994
 1,466
 (874) 189
 (685)
Tax-exempt securities1,762
 219
 1,981
 1,191
 (53) 1,138
Taxable loans4,901
 1,631
 6,532
 3,683
 (434) 3,249
Tax-exempt loans(366) (32) (398) (68) (178) (246)
Total interest income6,663
 2,928
 9,591
 3,986
 (403) 3,583
Interest Expense           
Interest-bearing demand deposits175
 778
 953
 118
 169
 287
Savings deposits7
 (1) 6
 8
 0
 8
Time deposits36
 328
 364
 254
 656
 910
Short-term borrowings137
 460
 597
 (100) (8) (108)
Long-term debt207
 100
 307
 32
 (13) 19
Total interest expense562
 1,665
 2,227
 312
 804
 1,116
Net Interest Income$6,101
 $1,263
 $7,364
 $3,674
 $(1,207) $2,467

 2023 Versus 2022 Increase (Decrease)
Due to Change in
2022 Versus 2021 Increase (Decrease)
Due to Change in
Average
Volume
Average
Rate
Total
Average
Volume
Average
Rate
Total
Interest Income
Federal funds sold and interest-bearing bank balances$(454)$1,489 $1,035 $(218)$639 $421 
Taxable securities786 7,008 7,794 (71)3,686 3,615 
Tax-exempt securities(645)(181)(826)1,818 234 2,052 
Loans9,054 24,254 33,308 2,428 6,918 9,346 
Total interest income8,742 32,569 41,311 3,957 11,477 15,434 
Interest Expense
Interest-bearing demand deposits338 22,298 22,636 20 3,001 3,021 
Savings deposits(51)295 244 30 108 138 
Time deposits401 7,892 8,293 (654)(367)(1,021)
Securities purchases under agreements to repurchase and federal funds purchased(16)86 70 (1)13 12 
FHLB advances and other borrowings4,330 390 4,720 (296)444 148 
Subordinated notes4  4 — 
Total interest expense5,006 30,960 35,967 (897)3,199 2,302 
Taxable-Equivalent Net Interest Income$3,736 $1,610 $5,344 $4,854 $8,278 $13,132 
Note:
Note:The change attributed to volume is calculated by takingmultiplying the average change in average balance timesby the prior year's
average rate and therate. The remainder is attributable to rate.
2017
2023 versus 20162022
In 2017,Net interest income increased by $5.3 million, or 5%, from $99.6 million in 2022 to $104.9 million in 2023. Similarly, net interest income on a taxable-equivalent basis for 2023 increased $7,364,000,by $5.3 million, or 19.2%5%, compared with 2016.2022. The Company’s net interest spread decreased by 31 basis points from 3.70% in 2022 to 3.39% in 2023 primarily due to the increase in the cost of funds.
Interest income on loans increased by $33.1 million, from $93.5 million in 2022 to $126.6 million in 2023, and interest income on investment securities increased by $7.1 million, from $14.4 million in 2022 to $21.5 million in 2023. Total interest expense increased by $36.0 million from $9.0 million in 2022 to $45.0 million in 2023. Interest expense on deposits increased by $31.2 million from $6.3 million in 2022 to $37.5 million in 2023, and interest expense on borrowed funds increased by $4.8 million to $2.6 million in 2022 to $7.4 million in 2023.
Taxable-equivalent net interest margin decreased by one basis point to 3.80% in 2023 from 3.81% in 2022. The taxable-equivalent yield on interest-earning assets increased by 125 basis points to 5.40% in 2023 from 4.15% in 2022, reflecting both the deployment of cash into higher yielding loans and investment securities and the impact of elevated interest rates on these interest-earning assets. The increase in yield was partially offset by an increase of 157 basis points in the cost of interest-bearing liabilities from 0.45% in 2022 to 2.02% in 2023 due to increased funding costs from higher market interest rates, competitive pressures and an increase in higher cost borrowings.
Average loans increased by $197.2 million from $2.0 billion during 2022 to $2.2 billion during 2023. Average investment securities increased by $10.9 million from $509.6 million in 2022 to $520.5 million during 2023 due to net investment purchases and a decrease in unrealized losses from 2022. Average interest-bearing liabilities increased by $241.3 million from $2.0 billion in 2022 to $2.2 billion during 2023. The competition for deposits increased in the latter part of 2022 and continued throughout 2023, which was coupled with clients utilizing their funds at a higher frequency. Therefore, additional liquidity was needed to meet demands of our clients, which resulted in an increase in higher cost borrowings.
The yield on loans increased by 109 basis points to 5.68% in 2023 from 4.59% in 2022. Taxable-equivalent interest income earned on loans increased by $33.3 million from $93.8 million in 2022 to $127.1 million in 2023 primarily due to an
38

increase in the average balances of commercial, residential mortgage and home equity loans and from the impact of the rising rate environment. The increase in interest income from loan growth and higher rates was partially offset by a decrease in interest income from SBA PPP loans due to a lower amount of forgiveness activity during 2023 compared to 2022.
The average balance of commercial loans, excluding SBA PPP loans, increased by $211.9 million from $1.6 billion during 2022 to $1.8 billion during 2023. SBA PPP loans, net of deferred fees and costs, averaged $8.8 million during 2023, a decrease of $58.3 million from an average of $67.1 million in 2022. This decrease was due to forgiveness of SBA PPP loans since 2022. Average residential mortgage loans increased by $35.7 million from $211.0 million for 2022 to $246.7 million for 2023 due primarily to adjustable-rate and jumbo mortgage loans originated for the portfolio. Average home equity loans increased by $14.1 million from $175.5 million for 2022 to $189.6 million for 2023. Average installment and other consumer loans decreased by $6.3 million from $26.3 million for 2022 to $20.0 million for 2023.
For 2023, interest income on loans included $192 thousand of interest and net deferred fee income associated with the SBA PPP loans compared to $6.1 million for 2022. Accretion of purchase accounting adjustments included in interest income was $748 thousand during 2023 compared to $1.1 million in 2022. The decrease in accretion was due to a decline in accelerated accretion from acquired loan payoffs or significant payments from the prior year. During 2023, accelerated accretion was $269 thousand compared to $724 thousand in 2022. Prepayment income on commercial loans decreased from $1.0 million during 2022 to $826 thousand during 2023.
Interest income on investment securities on a tax-equivalent basis increased by $7.0 million to $22.4 million for 2023 from $15.4 million for 2022, with the taxable equivalent yield increasing by 128 basis points from 3.03% for 2022 to 4.31% for 2023. The increase reflects the impact from higher interest rates since March 2022 and the impact of investment security purchases at higher yields. The average balance of investment securities was impacted by purchases of $45.6 million and unrealized gains of $14.0 million, which were partially offset by investment security sales totaling $22.0 million during 2023.
The average balance of federal funds sold and interest-bearing bank balances decreased by $57.9 million from $98.8 million for 2022 to $40.9 million for 2023, due primarily to the deployment of cash into loans and investment securities. The related interest income increased by $1.0 million to $1.8 million for 2023 from $774 thousand for 2022. This increase was caused by 525 basis points of Fed Funds rate increases by the FOMC since March 2022.
Interest expense on deposits increased by $31.2 million from $6.3 million in 2022 to $37.5 million in 2023. The average balance of interest-bearing deposits increased by $141.4 million from $1.9 billion in 2022 to $2.1 billion 2023 and the cost of funds increased by 149 basis points from 0.33% in 2022 to 1.82% in 2023. Average time deposits increased $64.9 million in 2023, which the change in volume increased interest expense on time deposits by $401 thousand. The cost of time deposits increased by 233 basis points from 0.62% in 2022 to 2.95% in 2023 as clients sought higher-yielding products during the rising interest rate environment, including the Bank's promotional offerings for time deposits with terms up to 18-months. Average interest-bearing demand deposits increased by $111.0 million in 2023. Interest expense for interest-bearing demand deposits increased by $22.6 million, with the cost of funds increasing by 147 basis points from 0.30% in 2022 to 1.77% in 2023 as a result of deposit rate increases during 2023.
Interest expense on borrowings increased by $4.8 million to $7.4 million in 2023 from $2.6 million in 2022, as the cost of borrowings increased by 31 basis points from 4.01% in 2022 to 4.32% in 2023. Average borrowings increased by $108.0 million from $15.7 million in 2022 to $123.7 million in 2023, as the Bank opted to borrow funds to provide additional liquidity to meet the credit needs of its clients. On December 31, 2023, the Company's subordinated notes converted from a fixed rate at 6.0% to a floating rate of interest at 90-day average fallback SOFR rate plus 3.16%, or 8.78%.
2022 versus 2021
Net interest income increased by $12.6 million, or 15%, from $87.0 million in 2021 to $99.6 million in 2022. Net interest income for 2022 on a taxable-equivalent basis increased by $13.1 million, or 15%, compared with 2021. The Company’s net interest spread increased 17by 53 basis pointpoints from 3.17% in 2021 to 3.22% for 2017 compared with 2016.3.70% in 2022.
Interest income on loans increased by $9.3 million, from $84.2 million in 2021 to $93.5 million in 2022, and interest income on investment securities increased by $5.3 million, from $9.1 million in 2021 to $14.4 million in 2022. Total interest expense increased by $2.3 million from $6.7 million in 2021 to $9.0 million in 2022.
Taxable-equivalent net interest margin increased by 56 basis points to 3.81% in 2022 from 3.25% in 2021.The taxable-equivalent yield on interest-earning assets increased by 65 basis points to 4.15% in 2022 from 3.50% in 2021, which reflects the deployment of cash into higher yielding loans and investment securities, as well as the rising interest rates on the loans and investment securities portfolios, which were partially offset by the increase of 12 basis points in the cost of interest-bearing liabilities from 2021 to 2022. The cost of interest-bearing liabilities increased from 0.33% in 2021 to 0.45% in 2022 reflecting
39

an increase to deposit rates due to the rising rate environment, partially offset by the runoff in higher cost time deposit balances. In 2021, the Company repaid its overnight borrowings, resulting in a taxable-equivalent basisdecrease in interest expense.
Average loans increased by $57.1 million, and remained at $2.0 billion during 2022 and 2021, due to commercial and home equity loan growth, but was partially offset by the impact of SBA PPP loan forgiveness. Average investment securities increased by $47.6 million from $462.0 million in 2021 to $509.6 million during 2022 due to investment purchases. Average interest-bearing liabilities decreased by $61.0 million from $2.1 billion in 2021 to $2.0 billion during 2022 due primarily to a decrease in average balances in time deposits and overnight borrowings.
The yield on loans increased $6,134,000,by 34 basis points to 4.59% in 2022 from 4.25% in 2021. Taxable-equivalent interest income earned on loans increased by $9.3 million, or 17.6%11%, from 2016year-over-year, primarily due to 2017. The increase resulted from an increase in boththe average balances of commercial and home equity loans, excluding SBA PPP loans, and the impact of the rising rate environment. The increase in interest income from loan volumegrowth and yield,higher rates was partially offset by a decrease in interest income from SBA PPP loans due to reduced fee income as a lower amount of SBA PPP loans were forgiven during 2022 compared to 2021.
The average balance of commercial loans, excluding SBA PPP loans, increased by $352.1 million from $1.2 billion during 2021 to $1.6 billion during 2022. SBA PPP loans, net of deferred fees and costs, averaged $67.1 million during 2022, a decrease of $299.7 million from an average of $366.8 million in 2021. This decrease was due to the forgiveness of SBA PPP loans since 2021. Average home equity loans increased by $19.1 million from $156.4 million for 2021 to $175.5 million for 2022. Average installment and other consumer loans decreased by $12.9 million from $39.2 million for 2021 to $26.3 million for 2022.
For 2022, interest income on loans included $6.1 million of interest and net deferred fee income associated with averagethe SBA PPP loans increasing $111,087,000,compared to $16.8 million for 2021. Accretion of purchase accounting adjustments included in interest income was $1.1 million during 2022 compared to $1.7 million in 2021. The decrease in accretion was partially due to a decline from the prior year in accelerated accretion from acquired loan payoffs or 13.3%, andsignificant payments. During 2022, accelerated accretion was $724 thousand compared to $1.1 million in 2021. Prepayment income on commercial loans increased slightly by $109 thousand to $1.0 million during 2022 from $926 thousand in 2021.
Interest income on investment securities on a tax-equivalent basis increased by $5.6 million to $15.4 million for 2022 from $9.8 million for 2021, with the taxable equivalent yield increasing 15by 91 basis points from 4.19%2.12% for 2021 to 3.03% for 2022. The increase reflects the impact from higher interest rates in 20162022 and investment security purchases at higher yields. The purchases of $181.5 million were partially offset by investment security sales totaling $31.3 million and unrealized losses of $55.2 million during 2022.
The average balance of federal funds sold and interest-bearing bank balances decreased by $160.0 million from $258.8 million for 2021 to 4.34% in 2017. The Company's geographic expansion and sales efforts with additional loan officers continued to drive loan growth in 2017 across most loan classes. Increases in prime lending rates during the year contributed$98.8 million for 2022, due primarily to the deployment of cash into loans and investment securities. The related interest income increased yield, butby $421 thousand to $774 thousand for 2022 from $353 thousand for 2021. This increase was caused by the increase in the interest rate at the FRB as a flattening yield curve partially offsetresult of multiple Fed Funds rate increases by the benefit of the rate increases.FOMC during 2022.
Interest income earnedexpense on a taxable-equivalent basis on securitiesinterest-bearing liabilities increased $3,447,000, or 39.3%, from 2016 to 2017, with both average volume and yield increasing. Average securities increased $60,228,000, or 16.7%, and yield increased from 2.44% in 2016 to 2.91% in 2017. Contributingby $2.3 million year-over-year due to the increase in interest income on securities was the highercost of interest-bearing liabilities by 12 basis points from 0.33% for 2021 to 0.45% for 2022. This increase is due to deposit rate environmentincreases made in 2017,2022, partially offset by the impact of a higher composition of tax free securities with accompanying higher taxable-equivalent yields and strategic moves within the portfolio as the interest rate environment changed.
Interest expense on deposits and borrowings increased $2,227,000 from 2016 to 2017, asdecrease in the average balance of interest-bearing liabilities increased $143,663,000, or 14.00%. Generally,deposits of $61.0 million that resulted from continued runoff of certificates of deposit and the zero balance in overnight borrowings for the majority of 2022 following repayment of overnight borrowings in the third quarter of 2021.
The average balance of interest-bearing deposits decreased by $35.5 million from $2.0 billion in 2021 to $1.9 billion 2022; however, the cost of interest-bearing liabilities hasfunds increased at a slower pace than yields earnedby 12 basis points from 0.21% in 2021 to 0.33% in 2022. Average time deposits decreased $87.0 million, or 24%, in 2022, which decrease in volume reduced interest expense on interest-earning assetstime deposits by $654 thousand. The cost of time deposits declined by 13 basis points from 0.75% in 2017,2021 to 0.62% in 2022 as the market for interest-bearing liabilities was initially slower to respond to interest rate changes.
Our ability to attract newhigher yielding time deposits in all categories, but in particularmatured. Average interest-bearing demand deposits resultedincreased by $21.2 million in an increase in average interest-bearing deposits totaling $82,650,000, or 14.6%, in 2017.2022. Interest expense for theseinterest-bearing demand deposits increased $953,000,by $3.0 million, with the cost of funds increasing from 0.21%0.09% in 20162021 to 0.33%0.30% in 2017.2022 as a result of deposit rate increases during 2022.
We also increased our short-term and long-term borrowings in 2017 to partially fund loan and investment portfolio growth. Borrowings generally have higher interest rates associated with them. Interest expense on borrowings increased $904,000by $164 thousand in 2017, with average balances increasing $41,427,000 for short-term borrowings and $12,001,000 for long-term

borrowings. The average rate paid on short-term borrowings increased2022 from 0.33%2021, despite the decrease of $24.9 million in 2016 to 0.80% in 2017 and the average rate paid on long-term borrowings increased from 1.72% in 2016 to 2.00% in 2017.
2016 versus 2015
Net interest income, on a taxable-equivalent basis, increased $2,467,000, or 6.9%, from 2015 to 2016. The Company’s net interest spread decreased 1 basis point to 3.05% for 2016 compared with 2015. Despite higher average balances in loans during 2016 compared with 2015 and a 25 basis point increase in the prime lending rate between the years, a flattening yield curve as the market reacted to slowing economic growth negatively impacted the yields on loans and caused funding costs to increase. Payments on and maturities of existing loans were reinvested at lower rates due to competitive market conditions. An increase in securities yields helped increase the average yield earned on interest-earning assets for 2016 compared with 2015 and helped maintain the net interest margin at the same 3.14% as in 2015. The average interest rate increased as the Company was able to invest a large portion of the additional funds at rates above the FRB's target for the Fed Funds rate.
Interest income on a taxable-equivalent basis on loans increased $3,003,000, or 9.4%, from 2015 to 2016. The increase in interest income on loans was primarily a result of an increase in average loan volume, offset partially by a decrease in yield, which decreased eight basis points from 4.27% for 2015 to 4.19% for 2016. Average loans increased $86,586,000 from 2015 to 2016 and reflected successful sales efforts across most loan classes. Favorable market conditions and the addition of several seasoned loan officers contributed to loan growth. However, new loans added were generally at lower rates than the existing portfolio.
Interest income earned on a taxable-equivalent basis on securities increased $453,000, or 5.4%, from 2015 to 2016. The average balance of securities decreased $21,313FHLB advances from 2015$40.6 million in 2021 to 2016, with funds obtained from maturing and prepaying securities used to fund a portion of the Company's loan growth. Contributing$15.7 million in 2022. This was due primarily to the increase in interest incomerates on securities was a higher composition of tax free securities, and the higher tax-equivalent yields associated with them. The Company sold its portfolio of GSE CMOs in February 2016 and it took longer to deploy the funds into new loans than originally anticipated.
Interest expense on deposits and borrowings increased $1,116,000 from 2015 to 2016, as the average balance of interest-bearing liabilities increased $69,352,000, or 7.25%. Our cost of funds on interest-bearing liabilities also increased, from 0.45% for 2015 to 0.53% for 2016. The $910,000 increase, or 23 basis points, in interest expense on time deposits from 2015 to 2016 was the primary contributor to the overall increase.
Our ability to attract new deposits in all categories, but in particular interest-bearing demand deposits, resulted in an increase in average interest-bearing deposits. The Company has been able to gather both noninterest-bearing and interest-bearing deposit relationships from enhanced cash management offerings as it increases its commercial relationships. The cost of interest-bearing liabilities is influenced by changes in short-term interest rates. We also paid a higher rate on certain intermediate-term brokered deposits to help protect earnings from a rising rate environment and incurred $108,000 of accelerated interest expense on the call of brokered certificates of deposits in 2016.
The increase in deposits enabled us to decrease our use of short-term borrowings, which generally have higher interest rates associated with them. The average balance of short-term borrowings decreased $28,875,000 from 2015 to 2016. The average rate paid on short-term borrowings decreased 2 basis points from 2015 to 2016. We added to our long-termovernight borrowings during 2016, with an average balance increasethe fourth quarter of $1,813,000 from 2015 to 2016, with an associated increase in expense of $19,000.2022.
Provision for LoanCredit Losses
The Company recorded a provision for loancredit losses of $1,000,000$1.7 million, $4.2 million and $250,000$1.1 million in 20172023, 2022 and 2016,2021, respectively. On January 1, 2023, the Company adopted the new accounting standard, referred to as CECL, which
40

transitioned from the incurred loss model based on historical loss experience and economic and market conditions to the expected loss model. The CECL standard reflects expected credit losses over the expected life of the financial assets and commitments, primarily based on the DCF methodology for the majority of the loan segments, which applies the probability of default and loss given default factors to future cash flows, and adjusts to the net present value to derive the required reserve. Macroeconomic conditions are incorporated into the model for unemployment and gross domestic product, in addition to model assumptions for discount rate and prepayment and curtailment speeds.
In 2023, 2022 and 2021, the provision for credit losses was driven primarily by increases in commercial loans, excluding SBA PPP loan forgiveness activity, of $118.3 million, $299.9 million and $268.4 million, respectively, in addition to the overall increase in expected loss rates under CECL. The ACL to total loan ratio increased from 1.17% at December 31, 2022 to 1.25% at December 31, 2023, which is primarily due to the cumulative effect adjustment of $2.4 million recorded in connection with the adoption of CECL. During 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 negativetrend 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. During 2022, qualitative factors were unchanged, except for a reduction in the National and Local Economic Conditions factor, that reduced the provision by $726 thousand. The provision for loan losses orduring 2021 included a reversal of amounts previously provided,the COVID-19 qualitative reserve of $(603,000)$2.7 million, which was created in 2015. In calculating2020 due to the potential impact from the COVID-19 pandemic. This reserve was fully reversed in 2021 based on the sustained performance of the impacted borrowers resulting in a decline in the provision for loan losses both quantitative and qualitative factors, including favorable historical charge-off data and stable economic and market conditions,were considered in the determination of the adequacy of the ALL. 2021 compared to 2020.
Net charge-offs totaled $581 thousand in 2023, compared to net charge-offs of $162 thousand in 2022. The increase in net charge-offs was due primarily to three commercial and loan growth resulted in the determination that a provision expense was required in 2017 and 2016. The provision expense in 2017 principally reflected a charge-off on one commercial loan that was downgraded to nonaccrual status in the fourth quarter. The negative provision in 2015 was the result of a recovery on a loanindustrial relationships with priorpartial charge-offs totaling this amount, as well as significant improvement in$740 thousand during 2023, partially offset by the impact of recoveries. Nonaccrual loans were 1.11% of gross loans at December 31, 2023, compared with 0.96% of gross loans at December 31, 2022. Nonaccrual loans increased by $4.9 million from $20.6 million at December 31, 2022 to $25.5 million at December 31, 2023 due primarily to additions of $8.5 million and transfers to non-accrual of $931 thousand due to the treatment of PCD loans at the individual asset quality metrics from prior years. Favorable charge-off data, combined with relatively stable economiclevel under CECL, partially offset by payments of $3.6 million, charge-offs of $909 thousand and market conditions, resulted in the determination that a negative provision could be recorded in 2015 despite net charge-offs for the periods, as ALL coverage metrics remained strong.loans returned to accrual status of $401 thousand.
See further discussion in the “Asset Quality” and “Credit Risk Management” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Noninterest Income
The following table compares noninterest income for 2017, 20162023, 2022 and 2015.2021.
202320222021$ Change% Change
2023-20222022-20212023-20222022-2021
Service charges on deposit accounts$3,949 $3,826 $3,047 $123 $779 3.2 %25.6 %
Interchange income3,873 4,055 4,129 (182)(74)(4.5)(1.8)
Other service charges, commissions and fees917 788 646 129 142 16.4 22.0 
Swap fee income1,039 2,632 293 (1,593)2,339 (60.5)798.3 
Trust and investment management income7,691 7,631 7,896 60 (265)0.8 (3.4)
Brokerage income3,649 3,620 3,571 29 49 0.8 1.4 
Mortgage banking activities591 407 5,909 184 (5,502)45.2 (93.1)
Income from life insurance2,482 2,339 2,273 143 66 6.1 2.9 
Other income1,508 1,814 750 (306)1,064 (16.9)141.9 
Subtotal before securities (losses) gains25,699 27,112 28,514 (1,413)(1,402)(5.2)(4.9)
Investment securities (losses) gains(47)(160)638 113 (798)70.6 125.1 
Total noninterest income$25,652 $26,952 $29,152 $(1,300)$(2,200)(4.8)%(7.5)%

41

(Dollars in thousands)2017 2016 2015 $ Change % Change
2017-2016 2016-2015 2017-2016 2016-2015
              
Service charges on deposit accounts$5,675
 $5,445
 $5,226
 $230
 $219
 4.2 % 4.2 %
Other service charges, commissions and fees1,008
 994
 1,223
 14
 (229) 1.4 % (18.7)%
Trust and investment management income6,400
 5,091
 4,598
 1,309
 493
 25.7 % 10.7 %
Brokerage income1,896
 1,933
 2,025
 (37) (92) (1.9)% (4.5)%
Mortgage banking activities2,919
 3,412
 2,747
 (493) 665
 (14.4)% 24.2 %
Earnings on life insurance1,109
 1,099
 1,025
 10
 74
 0.9 % 7.2 %
Other income190
 345
 410
 (155) (65) (44.9)% (15.9)%
Subtotal before securities gains19,197
 18,319
 17,254
 878
 1,065
 4.8 % 6.2 %
Investment securities gains1,190
 1,420
 1,924
 (230) (504) (16.2)% (26.2)%
Total noninterest income$20,387
 $19,739
 $19,178
 $648
 $561
 3.3 % 2.9 %
2023 versus 2022
2017 versus 2016
Noninterest income increased $648,000decreased by $1.3 million from 20162022 to 2017.2023. The following were significant factors contributedin the net decrease: 
Other service charges, commissions and fees increased by $129 thousand, or 16%, due primarily to that net increase.increases of $58 thousand in credit card fee income and $51 thousand in loan fees charged to clients for loan workout and forbearance agreements.
Service chargesSwap fee income decreased by $1.6 million, or 61%, as swap fee income will fluctuate based on deposit accounts continued to increase in 2017 as a result of new product offerings and increased activity associated with deposit growth.
Increased trust department income was realized throughout 2017 from favorable market conditions and client demand.
Mortgage banking income increased by $184 thousand, or 45%, from 2022 to 2023 due to a decline in the addition of an office in Berks County, Pennsylvania. Wheatland, which was acquired in December 2016, contributed approximately 39% of this increased revenue category in 2017.
The decreasefair value losses on the Bank's held-for-sale loans caused by a significant increase in mortgage banking activities reflects a combination of overall decreased refinance activity as interest rates have increased, some slight compressionduring 2022 compared to the fluctuation during the current year. The fair value mark declined $323 thousand in sales profit margins that the Company has experienced2023 compared to a decrease of $1.3 million in 2022. However, market conditions and the portion ofelevated interest rates continued to hinder mortgage production retained forduring 2023. Most mortgage production remains in adjustable-rate products, which are held in portfolio, and thus have resulted in a reduction in the Company'sresidential mortgage loan portfolio.pipeline and secondary market sales. Mortgage loans sold totaled $23.8 million during 2023 compared to $76.2 million during 2022.
Other income decreased in 2017 principallyby $306 thousand, or 17%, from 2022 to 2023 primarily due to lowerdistribution of $964 thousand from investments in non-housing limited partnerships, gains on the sales of other real estate owned.
In both 2017two SBA loans totaling $306 thousand and 2016, asset/liability management strategies resultedtax credits of $102 thousand recognized from the Bank's investment in net gains on salessolar energy renewable energy partnerships during 2022, partially offset by a gain of securities, as market and interest rate conditions presented opportunities to accelerate earnings on securities, while meeting funding requirements$1.1 million from the sale of the Company. In 2017,Bank's Path Valley branch during 2023.
Investment securities losses declined by $113 thousand due primarily to a loss of $171 thousand during 2022 recorded on one non-agency CMO security, which was called at a price below par. During 2023, the Company repositionedsold three U.S. Treasury securities with a partprincipal balance of its investment portfolio at$19.9 million for a nominal gain to improve responsivenessand 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 portfolio to increases in short-term interest rates.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.
20162022 versus 20152021
Noninterest income increased $561,000decreased by $2.2 million from 20152021 to 2016.2022. The following were significant factors contributed to thatin the net increase.decrease: 
Service charges on deposit accounts increased by $779 thousand, or 26%, due principally to revenues generatedhigher customer transaction activity as the economy continued to recover from new cash management product offeringsthe COVID-19 pandemic during 2022 and higher interchange fees associated with increased usage by our customerschanges to the deposit fee structure that took effect in April 2022.
Other service charges, commissions and fees increased by $142 thousand, or 22%, due primarily to increases of $49 thousand in letters of credit fees, ATM fees of $41 thousand and credit card fee income of $38 thousand.
Swap fee income increased by $2.3 million, or 798%, which fluctuates based on market conditions and client demand.
Mortgage banking income decreased by $5.5 million, or 93%, from 2021 to 2022 due to a significant decline in comparing 2016 with 2015.the gains on sale and fair value of the held-for-sale mortgages caused by market conditions, which included rapidly rising interest rates and lower housing inventory during 2022. In 2015, these revenuesaddition, the difficult mortgage market caused a slowdown in residential mortgage loan production, thereby causing corresponding reductions in the residential mortgage loan pipeline and secondary market sales year-over-year. The fair value on the held-for-sale mortgages, principally construction-to-permanent loans, decreased by $1.3 million from a gain of $181 thousand in 2021 to a loss of $1.2 million in 2022. Mortgage loans sold totaled $76.2 million in 2022 compared to $200.8 million in 2021. In addition, the Company recorded an MSR valuation reserve reversal of $79 thousand during 2022 compared to a reversal of $987 thousand in 2021, which were favorably impacteddue to increases in market rates.
Other income increased by $1.1 million, or 142%, from 2021 to 2022 primarily due to distributions of $964 thousand from investments in non-housing limited partnerships and an increase in gains on sale of Small Business Administration and U.S. DepartmentSBA loans of Agriculture loans.
Trust, investment management and brokerage income increased $401,000 for 2016 compared with 2015. Trust and brokerage income in 2016 included increased estate fees$283 thousand, partially offset by lower brokerage income. The additiona decrease of Wheatland as an$128 thousand in tax credits recognized from the Bank's investment manager hadin solar energy renewable energy partnerships.
42

Investment securities losses totaled $160 thousand in 2022 compared to investment securities gains of $638 thousand in 2021. During 2022, the Company recorded a modest impactloss of $171 thousand on 2016 revenues as that acquisition occurred in December 2016.
Favorable interest rate conditions supported increased new home purchases and refinancing activity resulting inone non-agency CMO security which was called at a price below par. This realized loss was partially offset by the increase in mortgage banking revenue.

Other income reflected, in part, decreased gains on salessale of other real estate owned as well as changes due to customary business activities.
For both years, asset/liability management strategies and interest rate conditions$31.3 million of municipal securities, which resulted in gains on salesa gain of $32 thousand. During 2021, the Company sold $148.4 million of commercial mortgage-backed securities as market conditions presented opportunities to accelerate earnings onand asset-backed securities through gains, while also meeting the funding requirementsfor a net gain of current and anticipated lending activity.$609 thousand.
Noninterest Expenses
The following table compares noninterest expenses for 2017, 20162023, 2022 and 2015.2021.
    $ Change% Change
2023202220212023-20222022-20212023-20222022-2021
Salaries and employee benefits$50,983 $48,004 $44,002 $2,979 $4,002 6.2 %9.1 %
Occupancy4,342 4,729 4,731 (387)(2)(8.2)— 
Furniture and equipment5,251 5,083 5,115 168 (32)3.3 (0.6)
Data processing4,913 4,560 4,061 353 499 7.7 12.3 
Automated teller machine and interchange fees1,252 1,287 1,202 (35)85 (2.7)7.1 
Advertising and bank promotions2,157 2,264 2,178 (107)86 (4.7)3.9 
FDIC insurance1,960 1,083 816 877 267 81.0 32.7 
Professional services2,905 3,254 2,555 (349)699 (10.7)27.4 
Directors' compensation915 938 865 (23)73 (2.5)8.4 
Taxes other than income1,050 1,391 1,321 (341)70 (24.5)5.3 
Intangible asset amortization953 1,105 1,275 (152)(170)(13.8)(13.3)
Merger-related expenses1,059 — — 1,059 — 100.0 — 
Provision for legal settlement 13,000 — (13,000)13,000 (100.0)100.0 
Restructuring expenses 3,155 — (3,155)3,155 (100.0)100.0 
Other operating expenses6,103 5,953 6,020 150 (67)2.5 (1.1)
Total noninterest expenses$83,843 $95,806 $74,141 $(11,963)$21,665 (12.5)%29.2 %

       $ Change % Change
(Dollars in thousands)2017 2016 2015 2017-2016 2016-2015 2017-2016 2016-2015
              
Salaries and employee benefits$30,145
 $26,370
 $24,056
 $3,775
 $2,314
 14.3 % 9.6 %
Occupancy2,806
 2,491
 2,221
 315
 270
 12.6 % 12.2 %
Furniture and equipment3,434
 3,335
 3,061
 99
 274
 3.0 % 9.0 %
Data processing2,271
 2,378
 2,026
 (107) 352
 (4.5)% 17.4 %
Telephone and communication647
 740
 692
 (93) 48
 (12.6)% 6.9 %
Automated teller machine and interchange fees767
 748
 798
 19
 (50) 2.5 % (6.3)%
Advertising and bank promotions1,600
 1,717
 1,564
 (117) 153
 (6.8)% 9.8 %
FDIC insurance606
 775
 859
 (169) (84) (21.8)% (9.8)%
Legal802
 850
 1,440
 (48) (590) (5.6)% (41.0)%
Other professional services1,571
 1,332
 1,262
 239
 70
 17.9 % 5.5 %
Directors' compensation996
 969
 737
 27
 232
 2.8 % 31.5 %
Collection and problem loan186
 238
 447
 (52) (209) (21.8)% (46.8)%
Real estate owned69
 239
 162
 (170) 77
 (71.1)% 47.5 %
Taxes other than income866
 767
 916
 99
 (149) 12.9 % (16.3)%
Regulatory settlement0
 1,000
 0
 (1,000) 1,000
 (100.0)% 100.0 %
Other operating expenses3,564
 4,191
 4,366
 (627) (175) (15.0)% (4.0)%
Total noninterest expenses$50,330
 $48,140
 $44,607
 $2,190
 $3,533
 4.5 % 7.9 %
2023 versus 2022

2017 versus 2016
Noninterest expenses increased $2,190,000decreased by $12.0 million from 20162022 to 2017.2023. The following were significant factors contributed to thatin the net increase.decrease:
The salariesSalaries and employee benefits increase includes the impact in 2017 of additional employees, including new customer-facing employees in targeted expansion markets, throughout 2016expense increased by $3.0 million, or 6%, due primarily to staff additions that filled vacancies, merit-based and 2017. Higher costs in 2017 also include annual merit increases awarded in 2017, increased medical benefit costs for the expanded workforce and increased claim activity, incentive compensation increases, higher employee benefit costs from increased claims volume and additional share-based awards grantedemployee severance costs.
Occupancy expense decreased by $387 thousand, or 8%, due primarily to operating efficiencies from branch closures in 2017.2022.
OccupancyData processing expense increased by $353 thousand, or 8%, due primarily to an increase in core system costs and furniture and equipment expenses reflect a full periodinvestments in new technology as the Company focused on the evolving needs of expense for new facilities acquired in 2016 in Berks, Cumberland, Dauphin and Lancaster counties, Pennsylvania, as well as increases attributable to new facilities acquired in 2017 in Lancaster County, Pennsylvania.its clients.
Advertising and bank promotion expense in 2016 included higher expenses related to expansion activities.
The FDIC reached its 1.15% of insured funds target in June 2016, resulting in lower assessments. FDIC insurance expense increased by $877 thousand, or 81%, due to increases in 2017 benefited from that lowerthe assessment appliedrate caused by an annualized two-basis point increase assessed by the FDIC to our increasedincrease its deposit base.insurance fund and increases commercial loans and total assets.
Resolution of the SEC administrative proceedings in 2016 generally resulted in lower legal fees incurred in 2017. However, the Company incurred certain indemnification costs totaling $645,000, which is includedProfessional services decreased by $349 thousand, or 11%, due primarily to a reduction in legal fees, with several professional service providers in 2017 in connection with previously disclosedexpenses following the settlement of outstanding litigation. Additional costs may be incurred as the litigation progresses.

In 2016, the Company agreedTaxes other than income decreased by $341 thousand, or 25%, due to pay a $1,000,000 civil money penalty to the Securities and Exchange Commission to settle administrative proceedings.
Principal contributors to lower other operating expenses in 2017 were decreases in provision expense for off-balance sheet reserves on loans that have been committed to borrowers, but not funded, resulting from changes in qualitative factors similar to those useddecrease in the determination of the provision for loan losses, and reduced consumer fraud expenses.
Other line items within noninterest expenses reflect are generally attributable to normal fluctuationsPennsylvania Bank Shares Tax expense, which was driven by a decrease in the conduct of business.

2016 versus 2015
Noninterest expenses increased $3,533,000Bank's total equity balance from 2015 to 2016. The following factors contributed to that net increase.
Thethe increase in salariesunrealized losses on investment securities and employee benefits reflects the impact of adding new customer-facing employees in markets targeted for expansion as well as merit increases. Other drivers were additional medical expense incurred for new employees and increased claim activity, increased expense associated with supplemental executive compensation and compensation related to share-based awards granted in 2016.
Consistent with our growth strategy in which new facilities were acquired in Berks, Cumberland, Dauphin and Lancaster counties, we experienced increases in occupancy, furniture and equipment expenses.
Increases in data processing and telephone and communication expenses reflect our volume and physical growth and costs associated with more sophisticated product and service offerings.
Advertising and bank promotion increased principally due to $100,000 of incremental Educational Improvement Tax Credit contributions (a component of Pennsylvania tax credits) made in 2016 and increased expenditures related to brand marketing and expansion in new markets.
The Company benefited from a lower assessment rate as the FDIC reached its 1.15% of insured funds target on June 20, 2016.
Legal fees decreased as the Company had higher than normal legal expenses in 2015 as it attended to legal matters, including outstanding litigation against the Company and an investigation with the SEC which began in the second quarter of 2015 and concludedcharges in the third quarter of 2016. Although certain2022 for a legal matters were ongoing,settlement and restructuring expenses.
43

Intangible asset amortization decreased by $152 thousand, or 14%, due to amortization of the core deposit intangible assets on an accelerated basis.
During the fourth quarter of 2023, the Company announced it entered into an agreement to merge with Codorus Valley. Merger-related expenses totaled $1.1 million, which included due diligence costs, legal expenses associated with themand a fairness opinion.
The Company agreed to settle a litigation matter, which resulted in 2016 were less thana provision for legal settlement of $13.0 million recorded in the levelsthird quarter of 2022.
During the third quarter of 2022, the Company announced that five branch locations would be closing and staffing model adjustments would be made to drive long-term growth and improve operating efficiencies in 2015.
The increase in directors' compensation includes fees associated with two new directors added to the Board of Directors in 20162023 and increased expense in 2016 for share-based compensation. In 2015, share-based compensation was only in effect for seven months of the year.
Collection and problem loan expense decreased asforward. As a result of these initiatives, the Company recorded a lower levelrestructuring charge of classified loans that$3.2 million.
2022 versus 2021
Noninterest expenses increased by $21.7 million from 2021 to 2022. The following were being worked outsignificant factors within the net increase:
Salaries and employee benefit expense increased by $4.0 million, or 9%, due primarily to merit-based and incentive compensation increases, the Company. Partially offsetting thisfilling of several vacancies in key positions and higher healthcare costs.
Data processing expense benefit wasincreased by $499 thousand, or 12%, due primarily to an increase in real estate ownedcore system costs and investments in new technology as the Company focuses on the evolving needs of its clients.
FDIC insurance expense of $77,000increased by $267 thousand, or 33%, due primarily to an increase in the assessment rate driven by commercial loan growth and a lower deduction from 2015SBA PPP loans due to 2016.loan forgiveness.
A significant portionProfessional services increased by $699 thousand, or 27%, due primarily to an increase in compliance and technology consulting services resulting from vacancies in compliance and technology staff and higher legal expenses partially associated with outstanding litigation.
Intangible asset amortization decreased by $170 thousand, or 13%, due to amortization of the decrease in taxes, other than income, relates to incremental Educational Improvement Tax Credit contribution credits for qualifying contributions made in 2016 versus 2015, and which largely offsetcore deposit intangible assets on an accelerated basis.
During 2022, the related increase in advertising and bank promotions noted above.
The Company incurred and paid a civil money penalty of $1,000,000 to the SEC in 2016agreed to settle administrative proceedings againsta litigation matter, which resulted in a provision for legal settlement of $13.0 million. There were no similar charges in 2021.
During 2022, the Company.
Other line items within noninterest expenses reflect modest changes from 2015Company announced that five branch locations would be closing and staffing model adjustments would be made to 2016drive long-term growth and are generally attributable to normal fluctuationsimprove operating efficiencies in 2023 and forward. As a result of these initiatives, the conductCompany recorded a pre-tax restructuring charge of business.$3.2 million. There were no similar charges in 2021.

Income Taxes
Income tax expense totaled $4,338,000, $1,266,000$9.4 million, $4.6 million and $1,634,000$8.0 million for 2017, 20162023, 2022 and 2015. As described more fully2021, respectively. The effective tax rate for 2023 was 20.8% compared with 17.2% for 2022 and 19.6% for 2021. Generally, the Company’s effective tax rate is less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt loans and investment securities, income from life insurance policies and tax credits, partially offset by disallowed interest expense and state income taxes. The difference in the effective tax rate in 2023 from prior years was primarily due to an increase in taxable income resulting from the legal settlement and restructuring charge in 2022. In addition, the effective tax rate was increased by the portion of interest expense disallowed as a deduction against earnings under the TEFRA and an increase in state taxes as a result of a greater percentage of taxable income earned in a state with a state income tax.
Note 7,8, Income Taxes, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," due to tax reform enacted in 2017 the Company was required to remeasure its net deferred tax asset and incurred a tax expense of $2,635,000, which is included in total tax expense for 2017.
Note 7 also includes a reconciliation of our federal statutory tax rate to ourthe Company's effective tax rate, which is a meaningful comparison between years and measures income tax expense as a percentage of pretax income. The effective tax rate for 2017 was 34.9% compared with 16.0% for 2016 and 17.2% for 2015. Generally, our effective tax rate is lower than the federal statutory tax rate principally due to nontaxable interest earned on tax-free loans and securities and earnings on the cash surrender value of life insurance policies, offset partially by nondeductible expenses. In 2017, our higher effective tax rate was principally impacted by the tax expense incurred due to enacted tax reform. Effective January 1, 2016, the Company changed its statutory federal tax rate from 35% to 34% to reflect its assessment that it will not be in the higher tax bracket. As a result, income tax expense for 2016 increased $185,000 due to the application of the new rate to existing deferred balances.

Financial Condition
Management devotes substantial time to overseeing the investment of funds in and costs to fund loans and investment securities through deposits and borrowings as well as the formulation ofand adherence to policies directed toward theenhancing profitability and management ofmanaging the risks associated with these investments.
44

Investment Securities Available for Sale
The Company utilizes AFS securities available for sale to manage interest rate risk, to enhance income through interest and dividend income, to provide liquidity and to provide collateral forcollateralize certain deposits and borrowings. The AFS securities may also serve as a liquidity source as needed.
The Company has established investment policies and an asset management policy to assist in administering its investment portfolio. Decisions to purchase or sell these securities are based on economic conditions and management’s strategy to respond to changes in interest rates, liquidity, pledges to secure deposits and Repurchase Agreementsrepurchase agreements and other factors while trying to maximize return on the investments. The Company may segregate its investment portfolio into three categories: “securities held to maturity,held-to-maturity,” “trading securities” and “securities available for sale.available-for-sale.ManagementAt December 31, 2023 and 2022, management has classified the entire investment securities portfolio as available for sale,AFS, which areis accounted for at current market value with unrealizednon-credit losses and gains and losses excluded from earnings and reported in other comprehensive income,OCI, net of income taxes. On January 1, 2023, the Company adopted the new CECL standard in accordance with ASU 2016-13, which changed the accounting framework by replacing the OTTI assessment with the recognition of an ACL.
The Company’sCompany's investment securities available for sale portfolio includes debt and equity investments that are subject to varying degrees of credit and market risks, which arise from general market conditions, and factors impacting specific industries, as well as news that may impact specific issues. Management monitors its debt securities, using various indicators in determining whether a debt security is other-than-temporarily impaired, includingunrealized losses on debit securities are credit-related and require an ACL. These indicators include the extentamount of time the security has been in an unrealized loss position, the cause and the extent of the unrealized loss.loss and the credit quality of the issuer and underlying assets. In addition, management assesses whether it is likely the Company will have to sell the security prior to recovery, or if it isexpects to be able to hold the security until the price recovers. For those debtThe Company determined that the declines in market value were due to increases in interest rates and market movements, and not due to credit factors. The Company does not intend to sell these securities inwith 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 management concludesmay be maturity. Therefore, the security is other-than-temporarily impaired, it recognizesCompany has concluded that the credit component ofunrealized losses on the AFS securities do not require an other-than-temporary impairment in earnings andACL at December 31, 2023. Under the remaining portion in other comprehensive income. Given the strong asset quality of the debt security portfolio,prior OTTI framework, the Company did not record any other-than-temporary impairmentcumulative OTTI expense in 2017, 2016 or 2015.
For equity securities, when the Company has decided to sell an impaired available for sale security and does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. The Company recognizes an impairment loss when the impairment is deemed other-than-temporary even if a decision to sell has not been made. The Company recorded no other-than-temporary impairment expense on equity securities for the years endedat December 31, 2017, 20162022 and 2015.

2021.
The following table summarizes the fair value of AFS securities available for sale at December 31.31, 2023, 2022 and 2021.
202320222021
U.S. Treasury$17,840 $17,291 $19,702 
U.S. Government Agencies4,151 5,135 — 
States and political subdivisions203,122 197,414 193,370 
GSE residential MBS57,632 59,402 40,726 
GSE commercial MBS4,743 — — 
GSE residential CMOs73,102 68,378 65,922 
Non-agency CMOs44,669 39,758 29,698 
Asset-backed108,134 125,973 122,621 
Other126 377 399 
Total investment securities$513,519 $513,728 $472,438 
(Dollars in thousands)2017 2016 2015
      
U.S. Government Agencies$0
 $39,592
 $47,227
States and political subdivisions159,458
 164,282
 125,961
GSE residential mortgage-backed securities49,530
 116,944
 132,349
GSE residential CMOs111,119
 69,383
 15,843
GSE commercial CMOs0
 4,856
 63,770
Private label residential CMOs1,003
 5,006
 8,901
Private label commercial CMOs7,653
 0
 0
Asset-backed86,431
 0
 0
Total debt securities415,194
 400,063
 394,051
Equity securities114
 91
 73
Totals$415,308
 $400,154
 $394,124
At December 31, 2023, AFS securities totaled $513.5 million, a decrease of $209 thousand, from $513.7 million at December 31, 2022. During 2023, the Company purchased investment securities totaling $45.6 million, which included $19.8 million of U.S. Treasury securities, $15.3 million of agency MBS and CMO securities, $8.9 million of non-agency CMO securities and $972 thousand in asset-backed securities. During 2023, the Company sold three U.S. Treasury securities with a total principal balance of $19.9 million for a nominal gain and six securities issued by state and political subdivisions with a total principal balance of $2.2 million for a net loss of $44 thousand. The sale of the securities issued by state and political subdivisions in net unrealized loss position was to redeploy funds from the lower yielding investment securities to higher yielding assets. The balance of investment securities included net unrealized losses of $35.6 million at December 31, 2023 compared to net unrealized losses of $49.6 million at December 31, 2022 for a reduction in unrealized losses of $14.0 million. The decrease in net unrealized losses was primarily due to lower treasury rates and contracting credit spreads during 2023 compared to 2022. The Company increasedhas sufficient access to liquidity such that management does not believe it would be necessary to sell any of its investment securities at a loss to offset any unexpected deposit outflows. Management believes the structure of the Company's investment securities portfolio in 2017is appropriately aligned with the remainder of the balance sheet to protect against volatile interest rate environments and to generate additional interest income,steady earnings.
45

At December 31, 2022, AFS securities totaled $513.7 million, an increase of $41.3 million, from $472.4 million at December 31, 2021. During 2022, the Company purchased investment securities totaling $181.5 million, which included $73.7 million of municipal securities, $47.5 million of agency MBS and CMO securities, $27.9 million of non-agency CMO securities, $27.6 million of asset-backed securities and $4.9 million of a U.S. government agency security. During 2022, the Company sold 19 municipal securities with a principal balance of $31.3 million for a net gain of $32 thousand and replaced with the average balanceaforementioned higher yielding investment securities. The Company recorded a loss of securities increasing from $360,355,000$171 thousand on a call of a non-agency CMO for the year ended December 31, 20162022. The balance of investment securities included net unrealized losses of $49.6 million compared to $420,583,000 for the year endednet unrealized gains of $5.6 million at December 31, 2017.
In early 2017, the Company liquidated its U.S. Government Agencies investments2021. This change was due to significant increases in anticipation of a flattening yield curve, with funds reinvested in fixed rate CMOs. The Company also took advantage of historically wide spreads and highermarket interest rates to add modestly to its holdingsand wider credit spreads.
46

In 2016, as a result of interest rate market conditions, the Company liquidated its GSE commercial CMOs portfolio during the first quarter of 2016 at a net gain of $1,420,000. The proceeds from the sale were used to fund loan growth, reduce short-term borrowings and maintain liquidity for the first half of 2016. In the third quarter of 2016, the Company elected to reduce liquidity and enhance interest income through the purchase of securities, primarily GSE residential CMOs.
Management anticipates the loan portfolio will continue to grow in 2018. Asset backed securities, MBSs and CMOs provide monthly cash flows that may be used, in part, to meet this anticipated loan demand.


The following table shows the maturities of investment securities at book value at December 31, 2017,2023, and weighted average yields of such investment securities. Yields are shown on a tax equivalent basis, assuming a 34%21% federal income tax rate.
Within 1
year
After 1 year
but within 5
years
After 5 years
but within
10 years
After 10
years
Total
U.S. Treasury securities
Book value$ $20,057 $ $ $20,057 
Yield %1.05 % % %1.05 %
Average maturity (years)4.34.3
U. S. Government Agencies
Book value$ $ $3,994 $ $3,994 
Yield % %7.05 % %7.05 %
Average maturity (years)8.08.0
States and political subdivisions
Book value$ $11,362 $52,455 $157,807 $221,624 
Yield %2.61 %2.86 %2.78 %2.79 %
Average maturity (years)4.07.519.515.9
GSE residential mortgage-backed securities
Book value$ $ $ $61,669 $61,669 
Yield % % %4.56 %4.56 %
Average maturity (years)41.941.9
GSE commercial mortgage-backed securities
Book value$ $ $ $4,387 $4,387 
Yield % % %7.36 %7.36 %
Average maturity (years)0.20.2
GSE residential CMOs
Book value$ $ $ $79,284 $79,284 
Yield % % %3.64 %3.64 %
Average maturity (years)28.028.0
Non-agency CMOs
Book value$ $16,021 $2,788 $29,353 $48,162 
Yield %7.05 %7.57 %4.61 %5.59 %
Average maturity (years)2.07.832.120.7
Asset-backed
Book value$ $ $1,202 $108,584 $109,786 
Yield % %6.70 %6.36 %6.37 %
Average maturity (years)9.921.321.2
Other
Book value$ $ $ $126 $126 
Yield % % % % %
Average maturity (years)
Total
Book value$ $47,440 $60,439 $441,210 $549,089 
Yield %3.45 %3.43 %4.23 %4.08 %
Average maturity (years)3.57.625.521.6
(Dollars in thousands)
Within 1
year
 
After 1 year
but within 5
years
 
After 5 years
but within
10 years
 
After 10
years
 Total
States and political subdivisions         
Book value$0
 $8,712
 $49,958
 $95,133
 $153,803
Yield0.00% 3.29% 3.82% 4.56% 4.25%
Average maturity (years)0.0
 3.9
 8.0
 16.4
 12.9
GSE residential mortgage-backed securities         
Book value0
 0
 0
 48,600
 48,600
Yield0.00% 0.00% 0.00% 2.57% 2.57%
Average maturity (years)0.0
 0.0
 0.0
 46.0
 46.0
GSE residential CMOs         
Book value0
 0
 0
 113,658
 113,658
Yield0.00% 0.00% 0.00% 2.07% 2.07%
Average maturity (years)0.0
 0.0
 0.0
 28.6
 28.6
Private label residential CMOs         
Book value0
 0
 0
 999
 999
Yield0.00% 0.00% 0.00% 2.34% 2.34%
Average maturity (years)0.0
 0.0
 0.0
 18.1
 18.1
Private label commercial CMOs         
Book value0
 0
 0
 7,809
 7,809
Yield0.00% 0.00% 0.00% 2.75% 2.75%
Average maturity (years)0.0
 0.0
 0.0
 17.4
 17.4
Asset-backed         
Book value0
 0
 3,808
 82,979
 86,787
Yield0.00% 0.00% 2.30% 2.31% 2.31%
Average maturity (years)0.0
 0.0
 8.4
 23.1
 16.9
Total         
Book value$0
 $8,712
 $53,766
 $349,178
 $411,656
Yield0.00% 3.29% 3.72% 2.89% 3.01%
Average maturity (years)0.0
 3.9
 8.0
 26.1
 23.3

The average maturity is based on the contractual terms of the debt or mortgage-backed securities, and does not factor in required repayments or anticipated prepayments. At December 31, 2017,2023, the weighted average estimated life is 5.133 years for mortgage-backed and CMO securities, and 8.321 years for asset-backed securities, based on current interest rates and anticipated prepayment speeds. The overall duration of the Company's investment security portfolio is 4.3 years at December 31, 2023.
47

The following table summarizes the credit ratings and collateral associated with the Company's AFS investment securities portfolio, excluding equity securities, at December 31, 2023:
SectorPortfolio MixAmortized BookFair ValueCredit EnhancementAAAAAABBBNRCollateral / Guarantee Type
Unsecured ABS%$3,779 $3,386 29 %— %— %— %— %100 %Unsecured Consumer Debt
Student Loan ABS5,378 5,260 27 — — — — 100 Seasoned Student Loans
Federal Family Education Loan ABS18 98,419 97,208 80 — 13 — 
Federal Family Education Loan (1)
PACE Loan ABS— 2,315 2,033 100 — — — — 
PACE Loans (2)
Non-Agency RMBS16,467 13,133 14 100 — — — — 
Reverse Mortgages (3)
Non-Agency CMBS28,104 28,336 25 — — — — 100 
Municipal - General Obligation18 102,305 94,366 10 83 — — 
Municipal - Revenue22 119,318 108,756 — 82 12 — 
SBA ReRemic (5)
3,487 3,448 — 100 — — — 
SBA Guarantee (4)
Small Business Administration8,381 8,894 — 100 — — — 
SBA Guarantee (4)
Agency MBS25 140,953 130,733 — 100 — — — 
Residential Mortgages (4)
U.S. Treasury securities20,057 17,840 — 100 — — — 
U.S. Government Guarantee (4)
100 %$548,963 $513,393 %79 %%%%
(1) 97% guaranteed by U.S. government
(2) PACE acronym represents Property Assessed Clean Energy loans
(3) Non-agency reverse mortgages with current structural credit enhancements
(4) Guaranteed by U.S. government or U.S government agencies
(5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits
Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor's, Moody's, Fitch, Morningstar, DBRS, and Kroll Bond Rating Agency). Standard & Poor's rates U.S. government obligations at AA+.
Loan Portfolio
The Company offers a variety of products to meet the credit needs of ourits borrowers, principally commercial real estate loans, commercial and industrial loans, and retail loans consisting of loans secured by residential properties, and to a lesser extent, installment loans. No loans are extended to non-domestic borrowers or governments.
Generally, we arethe Bank is permitted under applicable law to make loans to single borrowers (including certain related persons and entities) in aggregate amounts of up to 15% of the sum of total capital and excess ACL not included in Tier 2 capital. The Company's policy has established an internal lending limit of $25.0 million to one borrower, except for commercial real estate loans, which the ALL. The Company’s legalCompany reduced the internal lending limit to one borrower was $22,100,000$15.0 million on a per project basis beginning in 2023. Credit exposure may be aggregated if loans are under common control or ownership or with common guarantors, for which the internal lending limit is $40.0 million, but not permitted to exceed the regulatory lending limit. These amounts are below the Bank's regulatory lending limit of $47.5 million at December 31, 2017.2023. No borrower had an outstanding exposure exceeding the Bank's legal lending limit at year-end.
The risks associated with lending activities differ among loan segments and classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans and general economic conditions. Any of these factors may adversely impact a borrower’s ability to repay loans, and also impact the associated collateral. A further discussion on the Company's loan segments and classes of loans

the Company makes and related risks isand the Company's implementation of the new account standard for expected credit losses, referred to as CECL, and FDM are included in Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for LoanCredit Losses, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."
48

The following table presents the loan portfolio, excluding residential LHFS, by segments and classes at December 31.31 of each of the years set forth below.
20232022202120202019
Commercial real estate:
Owner-occupied$373,757 $315,770 $238,668 $174,908 $170,884 
Non-owner occupied694,638 608,043 551,783 409,567 361,050 
Multi-family150,675 138,832 93,255 113,635 106,893 
Non-owner occupied residential95,040 104,604 106,112 114,505 120,038 
Acquisition and development:
1-4 family residential construction24,516 25,068 12,279 9,486 15,865 
Commercial and land development115,249 158,308 93,925 51,826 41,538 
Commercial and industrial (1)
367,085 357,774 485,728 647,368 214,554 
Municipal9,812 12,173 14,989 20,523 47,057 
Residential mortgage:
First lien266,239 229,849 198,831 244,321 336,372 
Home equity – term5,078 5,505 6,081 10,169 14,030 
Home equity – lines of credit186,450 183,241 160,705 157,021 165,314 
Installment and other loans9,774 12,065 17,630 26,361 50,735 
Total loans$2,298,313 $2,151,232 $1,979,986 $1,979,690 $1,644,330 

(Dollars in thousands)December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 December 31, 2013
Commercial real estate:         
Owner-occupied$116,811
 $112,295
 $103,578
 $100,859
 $111,290
Non-owner occupied244,491
 206,358
 145,401
 144,301
 135,953
Multi-family53,634
 47,681
 35,109
 27,531
 22,882
Non-owner occupied residential77,980
 62,533
 54,175
 49,315
 55,272
Acquisition and development:         
1-4 family residential construction11,730
 4,663
 9,364
 5,924
 3,338
Commercial and land development19,251
 26,085
 41,339
 24,237
 19,440
Commercial and industrial115,663
 88,465
 73,625
 48,995
 33,446
Municipal42,065
 53,741
 57,511
 61,191
 60,996
Residential mortgage:         
First lien162,509
 139,851
 126,022
 126,491
 124,728
Home equity – term11,784
 14,248
 17,337
 20,845
 20,131
Home equity – lines of credit132,192
 120,353
 110,731
 89,366
 77,377
Installment and other loans21,902
 7,118
 7,521
 5,891
��6,184
 $1,010,012
 $883,391
 $781,713
 $704,946
 $671,037
(1) Includes $5.7 million, $13.8 million, $189.9 million, $403.3 million and zero of SBA PPP loans, net of deferred fees and costs, as of December 31, 2023, 2022, 2021, 2020 and 2019, respectively.


Total loans increased by $147.1 million to $2.3 billion at December 31, 2023 from $2.2 billion at December 31, 2022. The increase was due to growth in the commercial real estate loan segment of $146.9 million, residential mortgages of $39.2 million and commercial and industrial loans of $9.3 million, partially offset by a decrease in the acquisition and development loan segment of $43.6 million. The decrease in the acquisition and development loan segment includes construction-to-permanent loans for which construction has been completed or there is a certificate of occupancy, which allows for the transfer of the loan classification to a permanent loan class secured by real estate. Overall loan growth, excluding SBA PPP forgiveness activity of $8.1 million, was $155.2 million or 7% for the year ended December 31, 2023 compared to 2022.
The loan portfolio at December 31, 20172022 increased $126,621,000, or 14.3%,by $171.2 million to $2.2 billion from $2.0 billion at December 31, 2016. Loan growth was experienced in most2021 due primarily to commercial loan classes. We have hired and anticipate hiring additional lenders as we continue to grow in both core markets and in new markets, such as Lancaster and Dauphin counties, Pennsylvania, through expansion of our sales force and by capitalizing on continued disruption caused by the acquisition of some of our competitors by larger institutions. Commercial real estate experienced the largest dollar increase and grew by $64,049,000, or 14.9%. The residential mortgage production, which was offset by SBA PPP loan segment grew $32,033,000, or 11.7%. Commercialforgiveness activity of $176.1 million and industrial loans grew $27,198,000, or 30.7%, and reflected management's additional emphasis in 2017 on growing this segment to increase portfolio diversification. In 2017, we also purchased approximately $15,000,000 of automobile financing loans, which are includedreductions in installment and other loans at returns higher than comparable cash flows in the investment portfolio.
Competition for new business opportunities remains strong, which may temper2022. Overall loan growth, in future quarters.excluding SBA PPP loan forgiveness activity, was $349.0 million or 20% for the year ended December 31, 2022 compared to 2021.
49

In addition to monitoring ourthe loan portfolio by loan class as noted above, wethe Company also monitormonitors concentrations by industry.segment. The Bank’s lending policy defines an industry concentration as onereports segment concentrations that exceeds 25%exceed 20% of the Bank’s total risk-based capital ("RBC"). The following industriessegments met this criteriacriterion at December 31, 2017:2023:
Balance% of Total Loans% of Total RBC
Office Space$226,504 9.9%70.6%
1-4 Family Rentals95,040 4.129.6
Hotels & Motels (including Bed & Breakfast)71,810 3.122.4
Loans Outside of Market Area199,829 8.762.3
Multi-Family150,675 6.647.0
Purchased Participation149,328 6.546.6
Senior Housing and Care153,672 6.747.9
Strip Centers (Retail)124,432 5.438.8
Warehouse133,337 5.841.6
(Dollars in thousands)Balance % of Total Loans % of Total RBC
      
Office space$88,159 8.7% 59.2%
Strip retail shopping centers41,929 4.2% 28.1%


Management regularly analyzes the commercial real estate portfolio, which includes the review of occupancy, cash flows, expenses and expiring leases, as well as the location of the real estate. At December 31, 2023, the Company had $226.5 million in loans related to office space, which had a weighted average loan-to-value ratio of 56% and a weighted average debt coverage ratio of 1.77x. Management believes that the office space portfolio is well-diversified and includes only limited exposure to properties located in major metropolitan markets (approximately 2% of the total commercial real estate loan balance as of December 31, 2023).
The following table presents expected maturities of certain loan classes by fixed rate or adjustable rateadjustable-rate categories at December 31, 2017. 2023.
 Due In 
One Year
or Less
One
Year Through
Five Years
Five Years Through 15 YearsAfter 15 YearsTotal% of Total
Commercial real estate:
Owner occupied
Fixed rate$3,581 $43,627 $87,586 $8,245 $143,039 38 %
Adjustable and floating rate18,899 50,702 147,176 13,941 230,718 62 %
22,480 94,329 234,762 22,186 373,757 100 %
Non-owner occupied
Fixed rate7,241 92,826 84,386  184,453 27 %
Adjustable and floating rate8,279 75,164 422,870 3,872 510,185 73 %
15,520 167,990 507,256 3,872 694,638 100 %
Multi-family
Fixed rate2,119 31,800 10,997 63 44,979 30 %
Adjustable and floating rate1,945 56,868 43,164 3,719 105,696 70 %
4,064 88,668 54,161 3,782 150,675 100 %
Non-owner occupied residential
Fixed rate1,591 11,160 5,789 1,453 19,993 21 %
Adjustable and floating rate1,378 12,662 60,747 260 75,047 79 %
2,969 23,822 66,536 1,713 95,040 100 %
(continued)
50

Due In  
(Dollars in thousands)
One Year
or Less
 
One
Year Through
Five Years
 
After Five
Years
 Total
Due In
One Year
or Less
One Year
or Less
One Year
or Less
One
Year Through
Five Years
Five Years Through 15 YearsAfter 15 YearsTotal% of Total
Acquisition and development:       
1-4 family residential construction       
1-4 family residential construction
1-4 family residential construction
Fixed rate
Fixed rate
Fixed rate$0
 $0
 $6,138
 $6,138
     701 701 701 701 3 3 %
Adjustable and floating rate4,734
 0
 858
 5,592
Adjustable and floating rate15,806 2,016 2,016 799 799 5,194 5,194 23,815 23,815 97 97 %
4,734
 0
 6,996
 11,730
15,806 15,806 2,016 799 5,895 24,516 100 %
Commercial and land development       
Fixed rate574
 713
 3,360
 4,647
Fixed rate
Fixed rate1,434 1,912 2,468 114 5,928 5 %
Adjustable and floating rate1,639
 374
 12,591
 14,604
Adjustable and floating rate24,911 46,847 46,847 32,387 32,387 5,176 5,176 109,321 109,321 95 95 %
2,213
 1,087
 15,951
 19,251
26,345 26,345 48,759 34,855 5,290 115,249 100 %
Commercial and industrial       
Fixed rate757
 36,428
 16,064
 53,249
Fixed rate
Fixed rate3,752 118,323 36,441 983 159,499 43 %
Adjustable and floating rate40,053
 8,174
 14,187
 62,414
Adjustable and floating rate68,058 62,136 62,136 73,968 73,968 3,424 3,424 207,586 207,586 57 57 %
40,810
 44,602
 30,251
 115,663
$47,757
 $45,689
 $53,198
 $146,644
71,810 71,810 180,459 110,409 4,407 367,085 100 %
Municipal
Fixed rate
Fixed rate
Fixed rate 1,715 2,365  4,080 42 %
Adjustable and floating rateAdjustable and floating rate  3,878 1,854 5,732 58 %
1,715 6,243 1,854 9,812 100 %
Residential mortgage:
First lien
First lien
First lien
Fixed rate
Fixed rate
Fixed rate107 4,402 29,294 130,521 164,324 62 %
Adjustable and floating rateAdjustable and floating rate1 537 11,073 90,304 101,915 38 %
108 108 4,939 40,367 220,825 266,239 100 %
Home equity - term
Fixed rate
Fixed rate
Fixed rate15 860 2,823 841 4,539 89 %
Adjustable and floating rateAdjustable and floating rate100 63 37 339 539 11 %
115 115 923 2,860 1,180 5,078 100 %
Home equity - lines of credit
Fixed rate
Fixed rate
Fixed rate76 8,993 52,288 16,505 77,862 42 %
Adjustable and floating rateAdjustable and floating rate13,737 140 1,072 93,639 108,588 58 %
13,813 13,813 9,133 53,360 110,144 186,450 100 %
Installment and other loans
Fixed rate
Fixed rate
Fixed rate676 2,058 500 8 3,242 33 %
Adjustable and floating rateAdjustable and floating rate4,006  2,526  6,532 67 %
4,682 4,682 2,058 3,026 8 9,774 100 %
$


51

The final maturity is used in the determination of maturity of acquisition and development loans that convert from construction to permanent status. Variable rate loans shown above include semi-fixed loans that contractually will adjust with prime or LIBORanother variable rate index after the interest lock period, which may be up to 10 years. At December 31, 2017,2023, these semi-fixed loans totaled $17,479,000.$542.7 million.
Asset Quality
Risk Elements
The Company’s loan portfolio is subject to varying degrees of credit risk. Credit risk is mitigatedmanaged through ourthe Company's underwriting standards, on-going credit reviews, and monitoring of asset quality measures. Additionally, loan portfolio diversification, which limits exposure to a single industry or borrower, and collateral requirements also mitigate ourthe Company's risk of credit loss.

The loan portfolio consists principally of loans to borrowers in south central Pennsylvania and the greater Baltimore, Maryland region. As the majority of loans are concentrated in these geographic regions, a substantial portion of the borrowers' ability to honor their obligations may be affected by the level of economic activity in the market areas.

Nonperforming assets include nonaccrual loans and foreclosed real estate. In addition, loan modifications to borrowers experiencing financial difficulty and loans past due 90 days or more and still accruing are also deemed to be risk assets. For all loan classes, 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, as of the date of placement on nonaccrual status, is generally 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 on 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 loans have 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 contract terms of the loan.
Prior to the adoption of ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), loans, the terms of which are modified, were classified as TDRs if a concession was granted for legal or economic reasons related to a borrower’s financial difficulties. Concessions granted under a TDR typically involved a temporary deferral of scheduled loan payments, an extension of a loan’s stated maturity date, temporary reduction in interest rates, or below market rates. If a modification occurred while the loan is on accruing status, it would continue to accrue interest under the modified terms. Nonaccrual TDRs were restored to accrual status if scheduled principal and interest payments, under the modified terms, were current for six months after modification, and the borrower continues to demonstrate its ability to meet the modified terms. TDRs were evaluated individually for impairment if they have been restructured during the most recent calendar year, or if they are not performing according to their modified terms.
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 if the modified terms represent a new loan or a continuation of an existing loan, which the Company refers to these loans as "financial difficulty modifications" or "FDMs."
52

The following table presents the Company’s risk elements and relevant asset quality ratios at December 31.31 of each of the years set forth below.
20232022202120202019
Nonaccrual loans$25,527 $20,583 $6,449 $10,310 $10,657 
OREO — — — 197 
Total nonperforming assets25,527 20,583 6,449 10,310 10,854 
FDM / TDR still accruing (1)
9 682 804 934 979 
Loans past due 90 days or more and still accruing (2)
66 439 1,201 554 2,232 
Total nonperforming and other risk assets$25,602 $21,704 $8,454 $11,798 $14,065 
Loans 30-89 days past due$8,111 $7,311 $5,925 $10,291 $17,527 
Asset quality ratios:
Total nonperforming loans to total loans1.11 %0.96 %0.33 %0.52 %0.65 %
Total nonperforming assets to total assets0.83 %0.70 %0.23 %0.37 %0.46 %
Total nonperforming assets to total loans and OREO1.11 %0.96 %0.33 %0.52 %0.66 %
Total risk assets to total loans and OREO1.11 %1.01 %0.43 %0.60 %0.86 %
Total risk assets to total assets0.84 %0.74 %0.30 %0.43 %0.59 %
ACL to total loans1.25 %1.17 %1.07 %1.02 %0.89 %
ACL to nonperforming loans112.44 %122.32 %328.42 %195.45 %137.52 %
ACL to nonperforming loans and FDMs / TDRs still accruing112.40 %118.40 %292.02 %179.22 %125.95 %
Net charge-offs (recoveries) to total average loans0.03 %0.01 %— %(0.01)%0.02 %
(1) During 2023, the Company modified terms for two loans totaling $1.4 million, including one existing nonaccrual loan of $1.4 million, which met the FDM criteria in accordance with ASU 2022-02.
(Dollars in thousands)2017 2016 2015 2014 2013
          
Nonaccrual loans (cash basis)$9,843
 $7,043
 $16,557
 $14,432
 $19,347
Other real estate owned (OREO)961
 346
 710
 932
 987
Total nonperforming assets10,804
 7,389
 17,267
 15,364
 20,334
Restructured loans still accruing1,183
 930
 793
 1,100
 5,988
Loans past due 90 days or more and still accruing0
 0
 24
 0
 0
Total nonperforming and other risk assets$11,987
 $8,319
 $18,084
 $16,464
 $26,322
          
Loans 30-89 days past due$5,277
 $1,218
 $2,532
 $1,612
 $3,963
Ratio of:         
Total nonperforming loans to loans0.97% 0.80% 2.12% 2.05% 2.88%
Total nonperforming assets to assets0.69% 0.52% 1.34% 1.29% 1.73%
Total nonperforming assets to total loans and OREO1.07% 0.84% 2.21% 2.18% 3.03%
Total risk assets to total loans and OREO1.19% 0.94% 2.31% 2.33% 3.92%
Total risk assets to total assets0.77% 0.59% 1.40% 1.38% 2.23%
Allowance for loan losses to total loans1.27% 1.45% 1.74% 2.09% 3.12%
Allowance for loan losses to nonperforming loans130.00% 181.39% 81.95% 102.18% 108.36%
Allowance for loan losses to nonperforming loans and restructured loans still accruing116.05% 160.23% 78.20% 94.95% 82.75%
The following table provides detail(2) Includes zero, $307 thousand, $214 thousand, $456 thousand and $2.0 million, respectively, of impairedPCI loans at December 31, 20172023, 2022, 2021, 2020 and 2016.
 2017 2016
(Dollars in thousands)
Nonaccrual
Loans
 
Restructured
Loans Still
Accruing
 Total 
Nonaccrual
Loans
 
Restructured
Loans Still
Accruing
 Total
Commercial real estate:           
Owner occupied$1,185
 $52
 $1,237
 $1,070
 $0
 $1,070
Non-owner occupied4,065
 0
 4,065
 736
 0
 736
Multi-family165
 0
 165
 199
 0
 199
Non-owner occupied residential381
 0
 381
 452
 0
 452
Acquisition and development           
1-4 family residential construction492
 0
 492
 0
 0
 0
Commercial and land development0
 0
 0
 1
 0
 1
Commercial and industrial350
 0
 350
 595
 0
 595
Residential mortgage:           
First lien2,734
 1,102
 3,836
 3,396
 896
 4,292
Home equity – term22
 0
 22
 93
 34
 127
Home equity – lines of credit438
 29
 467
 495
 0
 495
Installment and other loans11
 0
 11
 6
 0
 6
 $9,843
 $1,183
 $11,026
 $7,043
 $930
 $7,973
2019 in accordance with ASU 310-30. Upon adoption of the CECL standard, PCD loans were evaluated on an individual loan level and reported on an individual loan basis under ASU 310-20, Nonrefundable Fees and Other Assets. As of December 31, 2021, there was one loan for $891 thousand, which was in the process of collection and guaranteed by the SBA, and was subsequently collected during the first quarter of 2022.
Nonperforming assets include nonaccrual loans and foreclosed real estate. Risk assets, which incorporateinclude nonperforming assets, and restructuredFDMs still accruing and loans past due 90 days or more and still accruing, totaled $11,987,000$25.6 million at December 31, 2017,2023, an increase of $3,668,000, or 44.1%,$3.9 million from $8,319,000$21.7 million at December 31, 2016.2022. Nonaccrual loans totaled $9,843,000increased by $4.9 million from $20.6 million at December 31, 2017, an increase of $2,800,000 from December 31, 2016. Both measures principally reflect the addition of one commercial loan downgraded2022 to nonaccrual status in the fourth quarter of 2017. The overall reduction of risk assets and

nonaccrual loans from December 31, 2015 to December 31, 2016 was due principally to the sale of a loan with a carrying balance of $5,946,000 to a third party. Cash proceeds totaled $5,100,000 with the $846,000 difference recorded as a charge-off to the ALL in 2016.
The ALL totaled $12,796,000$25.5 million at December 31, 2017, a $21,000 increase from $12,775,0002023 due primarily to additions of $8.5 million, due primarily to two commercial real estate clients with loans totaling $4.3 million and one commercial and industrial client totaling $1.0 million, and transfers to non-accrual of $931 thousand due to the treatment of PCD loans at the individual asset level under CECL, partially offset by payments of $3.6 million, charge-offs of $909 thousand and loans returned to accrual status of $401 thousand.
53

The following table presents the amortized cost basis of nonaccrual loans, according to loan class, with and without reserves on individually evaluated loans at December 31, 2016, resulting from net charge-offs of $979,000 and a provision for loan losses of $1,000,000 for 2017. While the ALL is lower2023, as a percentage of the total loan portfoliocompared to nonaccrual loans at December 31, 2017 than2022. At December 31, 2023, there was a specific reserve of $49 thousand on nonaccrual loans compared to no specific reserve on nonaccrual loans at December 31, 2022.
December 31, 2023December 31, 2022
Nonaccrual loans with a related ACLNonaccrual loans with no related ACLTotal nonaccrual loansLoans Past Due 90+ AccruingTotal nonaccrual loans
Commercial real estate:
Owner-occupied$ $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 industrial68 604 672  31 
Municipal    — 
Residential mortgage:
First lien 2,309 2,309 66 1,838 
Home equity – term 3 3  
Home equity – lines of credit 1,312 1,312  395 
Installment and other loans3 36 39  40 
Total$71 $25,456 $25,527 $66 $20,583 
During the second quarter of 2023, the underlying project for a construction-to-permanent loan on nonaccrual status received its certificate of occupancy, which resulted in prior years, management believes its coverage ratios are adequate for the risk profilerecharacterization of the loan portfolio given ongoing monitoringfrom commercial and land development to owner-occupied commercial real estate. The construction-to-permanent loan had a current outstanding balance of the portfolio$13.4 million and its analysis performed$15.4 million at December 31, 2017. As new2023 and 2022, respectively.
The information is learned about borrowerspresented 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.
54

 2022
Nonaccrual
Loans
Restructured
Loans Still
Accruing
Total
Commercial real estate:
Owner occupied$2,767 $— $2,767 
Non-owner occupied residential81 — 81 
Acquisition and development
Commercial and land development15,426 — 15,426 
Commercial and industrial31 — 31 
Residential mortgage:
First lien1,838 682 2,520 
Home equity – term— 
Home equity – lines of credit395 — 395 
Installment and other loans40 — 40 
$20,583 $682 $21,265 
The following table presents our exposure to relationships that are individually evaluated for impairment and the partial charge-offs taken to date and specific reserves established on real estate with lowerthose relationships at December 31, 2023 and 2022. Accruing PCI loans are excluded from loans individually analyzed for impairment at December 31, 2022. Prior to the adoption of CECL, acquired loans that met the criteria for impairment or nonaccrual of interest prior to the acquisition could be considered performing upon acquisition, regardless of whether the client is contractually delinquent, if the Company expected to fully collect the new carrying value (i.e., fair values are obtained,value) of the loans. As such, the Company may continuehave no longer considered the loan to experience additional impaired loans.
For the years ended December 31, 2017, 2016, and 2015 recoveriesbe nonperforming in accordance with guidance in ASC 310-30. Upon adoption of $287,000, $679,000 and $926,000 were credited to the ALL. These recoveries on previously charged-off relationships are the result of successful loan monitoring and workout solutions. Recoveries are difficult to predict, and any additional recoveries thatCECL, the Company receives willelected to account for its PCD loans under ASC 310-20, which required that acquired loans be usedevaluated on an individual asset level. The election resulted in PCD loans totaling $931 thousand transferred to replenishnonaccrual and included with loans individually evaluated under the ALL. Recoveries favorably impact historical charge-off factors, and contribute to changes in quantitative as well as qualitative factors used in our allowance adequacy analysis. In 2015, a negative provision for loan losses was recorded. However, as the loan portfolio continues to grow, future provisions for loan losses may result.CECL methodology.
# of
Relationships
Recorded
Investment
Partial
Charge-offs
to Date
Specific
Reserves
December 31, 2023
Relationships greater than $1 million4 $20,363 $ $ 
Relationships greater than $500 thousand but less than $1 million1 616 388  
Relationships greater than $250 thousand but less than $500 thousand1 257   
Relationships less than $250 thousand78 4,472 214 77 
84 $25,708 $602 $77 
December 31, 2022
Relationships greater than $1 million$17,774 $— $— 
Relationships greater than $500 thousand but less than $1 million— — — — 
Relationships greater than $250 thousand but less than $500 thousand260 — — 
Relationships less than $250 thousand60 3,231 320 28 
63 $21,265 $320 $28 

The Company takes partial charge-offs on collateral-dependent loans when carrying value exceeds estimated fair value, as determined by the most recent appraisal adjusted for current (within the quarter) conditions, less costs to dispose. ImpairmentSpecific reserves remain in place if updated appraisals are pending, and represent management’s estimate of potential loss.
The following table presents exposure to relationships with an impaired loan balance, partial charge-offs taken to date and specific reserves established on the relationships at December 31, 2017 and 2016. Of the relationships deemed to be impaired at December 31, 2017, one had a recorded balance in excess
55

(Dollars in thousands)
# of
Relationships
 
Recorded
Investment
 
Partial
Charge-offs
to Date
 
Specific
Reserves
December 31, 2017       
Relationships greater than $1,000,0001
 $4,065
 $791
 $0
Relationships greater than $500,000 but less than $1,000,0001
 518
 145
 0
Relationships greater than $250,000 but less than $500,0004
 1,501
 120
 0
Relationships less than $250,00062
 4,942
 1,160
 51
 68
 $11,026
 $2,216
 $51
December 31, 2016       
Relationships greater than $1,000,0000
 $0
 $0
 $0
Relationships greater than $500,000 but less than $1,000,0002
 1,327
 620
 0
Relationships greater than $250,000 but less than $500,0002
 640
 120
 0
Relationships less than $250,00075
 6,006
 1,184
 43
 79
 $7,973
 $1,924
 $43
Internal loan reviews are completed annually on all commercial relationships secured by commercial real estate with a committed loan balance in excess of $500,000,$1.0 million, which review includes confirmation of risk rating by an independent credit officer. Credit Administration also reviews loans in excess of $1,000,000. In addition, all commercial relationships greater than $250,000$500 thousand rated Substandard, Doubtful or Loss are reviewed and corresponding risk ratings are reaffirmed by the Bank's Problem Loan Committee, with subsequent reporting to the Management ERM Committee.
In its individual evaluated loan impairment analysis, the Company determines the extent of any full or partial charge-offs that may be required, or any reserves that may be needed. The determination of the Company’s charge-offs or impairment reserve include an evaluation of the outstanding loan balance and the related collateral securing the credit. Through a combination of collateral securing the loans and partial charge-offs taken to date, the Company believes that it has adequately provided for the potential losses that it may incur on these relationships at December 31, 2017.2023. However, over time, additional information may

result in increased reserve allocations or, alternatively, it may be deemed that the reserve allocations exceed those that are needed.
The Company’s foreclosed real estate balance consisted of two commercial properties totaling $961,000 at December 31, 2017. The Company believes the value of foreclosed real estate represents its fair value, but if the real estate values decline, additional charges may be needed. During 2017, no expense was recorded for writedown of other real estate owned properties.
Credit Risk Management
Allowance for LoanCredit Losses
The Company maintains the ALLACL at a level deemed adequate by management for probable incurredexpected credit losses. As disclosed in Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for Credit Losses, on January 1, 2023 the Company implemented CECL and increased the ACL, previously the ALL, with a cumulative-effect adjustment to the ACL of $2.4 million. In addition, the Company recorded a cumulative-effect adjustment to the ACL for off-balance sheet exposures of $100 thousand. The ALLCompany’s ACL is established and maintained through acalculated quarterly, with any adjustment recorded to the provision for loancredit losses charged to earnings. Quarterly, management assessesin the consolidated statement of income. A comprehensive analysis of the ACL is performed by the Company on a quarterly basis. Management evaluates the adequacy of the ALLACL 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 credit evaluation of impairedindividually evaluated loans, past loanincluding historical loss historical experienceexperiences, 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 the requirements for loans individually identified as impaired, loans collectively evaluated for impairment,relevant accounting and other bank regulatory guidance in its assessment.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, and are subsequently presented to the Enterprise Risk Management Committee of the Board of Directors.
The ALLACL is evaluated based on a review of the collectability of loans in light of historical experience; the nature and volume of the loan portfolio; adverse situations that may affect a borrower’s ability to repay; estimated value of any underlying collateral; and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. A description of the methodology for establishing the allowance and provision for loancredit losses and related procedures in establishing the appropriate level of reserve is included in Note 4, Loans and Allowance for LoanCredit Losses, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."



56

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. Residential mortgage and installment and other consumer loans are presented below based on payment performance: performing or nonperforming. During 2023, commercial and land development loans and 1-4 family residential construction loans totaling $109.3 million and $18.2 million, respectively, were recharacterized to a permanent amortizing loan secured by real estate class upon the completion of construction or receiving a certificate of occupancy.

Term Loans Amortized Cost Basis by Origination Year
As of December 31, 202320232022202120202019PriorRevolving Loans Amortized BasisRevolving Loans Converted to TermTotal
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— 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)
57

Term Loans Amortized Cost Basis by Origination Year
As of December 31, 202320232022202120202019PriorRevolving Loans Amortized BasisRevolving Loans Converted to TermTotal
Acquisition and development:
1-4 family residential construction:
Risk rating
Pass$18,820 $5,400 $— $— $— $— $— $— $24,220 
Special mention222 — 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 — 225 1,082 — 5,994 
Substandard - IEL— 69 — — 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 $— $— $$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 
(continued)
58

Term Loans Amortized Cost Basis by Origination Year
As of December 31, 202320232022202120202019PriorRevolving Loans Amortized BasisRevolving Loans Converted to TermTotal
Home equity - term:
Payment performance
Performing$607 $732 $90 $426 $115 $3,105 $— $— $5,075 
Nonperforming— — — — — — — 
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— — — 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 $— $— $$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 ratingsrating system at December 31.
(Dollars in thousands)Pass 
Special
Mention
 
Non-Impaired
Substandard
 
Impaired -
Substandard
 Doubtful Total
December 31, 2017           
Commercial real estate:           
Owner-occupied$113,240
 $413
 $1,921
 $1,237
 $0
 $116,811
Non-owner occupied235,919
 0
 4,507
 4,065
 0
 244,491
Multi-family48,603
 4,113
 753
 165
 0
 53,634
Non-owner occupied residential76,373
 142
 1,084
 381
 0
 77,980
Acquisition and development:           
1-4 family residential construction11,238
 0
 0
 492
 0
 11,730
Commercial and land development18,635
 5
 611
 0
 0
 19,251
Commercial and industrial113,162
 2,151
 0
 350
 0
 115,663
Municipal42,065
 0
 0
 0
 0
 42,065
Residential mortgage:           
First lien158,673
 0
 0
 3,836
 0
 162,509
Home equity – term11,762
 0
 0
 22
 0
 11,784
Home equity – lines of credit131,585
 80
 60
 467
 0
 132,192
Installment and other loans21,891
 0
 0
 11
 0
 21,902
 $983,146
 $6,904
 $8,936
 $11,026
 $0
 $1,010,012
December 31, 2016           
Commercial real estate:           
Owner-occupied$103,652
 $5,422
 $2,151
 $1,070
 $0
 $112,295
Non-owner occupied190,726
 4,791
 10,105
 736
 0
 206,358
Multi-family42,473
 4,222
 787
 199
 0
 47,681
Non-owner occupied residential59,982
 949
 1,150
 452
 0
 62,533
Acquisition and development:           
1-4 family residential construction4,560
 103
 0
 0
 0
 4,663
Commercial and land development25,435
 10
 639
 1
 0
 26,085
Commercial and industrial87,588
 251
 32
 594
 0
 88,465
Municipal53,741
 0
 0
 0
 0
 53,741
Residential mortgage:           
First lien135,558
 0
 0
 4,293
 0
 139,851
Home equity – term14,155
 0
 0
 93
 0
 14,248
Home equity – lines of credit119,681
 82
 61
 529
 0
 120,353
Installment and other loans7,112
 0
 0
 6
 0
 7,118
 $844,663
 $15,830
 $14,925
 $7,973
 $0
 $883,391
Potential problem31, 2022, which presents the most comparable required information. Prior to the adoption of CECL, PCD loans are definedwere classified as performingPCI loans which have characteristics that causeand accounted for under ASC 310-30. In accordance with the CECL standard, management concern overdid not reassess whether PCI assets met the abilitycriteria of PCD assets as of the borrower to perform under present loan repayment terms and which may result inadoption date. At December 31, 2023, the reporting of these loans as nonperforming loans in the future. Generally, management feels that Substandard loans that are currently performing and not considered impaired result in some doubt as to the borrower’s ability to continue to perform under the termsamortized cost of the loan, and represent potential problem loans. Additionally, thePCD loans was $8.6 million.
59

Pass
Special
Mention
Non-Impaired
Substandard
Impaired -
Substandard
DoubtfulPCI LoansTotal
December 31, 2022
Commercial real estate:
Owner-occupied$305,159 $2,109 $3,532 $2,767 $— $2,203 $315,770 
Non-owner occupied601,244 4,243 2,273 — — 283 608,043 
Multi-family130,851 7,739 242 — — — 138,832 
Non-owner occupied residential102,674 810 482 81 — 557 104,604 
Acquisition and development:
1-4 family residential construction25,068 — — — — — 25,068 
Commercial and land development142,424 458 — 15,426 — — 158,308 
Commercial and industrial331,103 17,579 7,013 31 — 2,048 357,774 
Municipal12,173 — — — — — 12,173 
Residential mortgage:
First lien222,849 — 215 2,520 — 4,265 229,849 
Home equity – term5,485 — — — 15 5,505 
Home equity – lines of credit182,801 — 45 395 — — 183,241 
Installment and other loans12,017 — — 40 — 12,065 
$2,073,848 $32,938 $13,802 $21,265 $— $9,379 $2,151,232 

The Special Mention classification is intended to be a temporary classification reflective of loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Company’s position at some future date. Special Mentionmention loans represent an elevated risk, but their weakness does not yet justify a more severe, or classified, rating. These loans require inquiry by lenders on the cause of the potential weakness and, once analyzed, the loan classification may be downgraded to Substandard or, alternatively, could be upgraded to Pass.

Special mention loans decreased by $8.7 million from $32.9 million at December 31, 2022 to $24.2 million at December 31, 2023 due to repayments of $22.7 million partially offset by net downgrades of $14.0 million. The risk rating downgrades to Special Mention primarily consisted of 8 clients with loans spread across various commercial classes.

Non-IEL substandard loans are performing loans, which have characteristics that cause management concern over the ability of the borrower to perform under present loan repayment terms and which may result in the reporting of these loans as nonperforming, or individually evaluated, loans in the future. Generally, management feels that substandard loans that are currently performing and not considered impaired result in some doubt as to the borrower’s ability to continue to perform under the terms of the loan, and represent potential problem loans. Non-IEL substandard loans totaled $29.3 million at December 31, 2023, an increase of $15.5 million, compared to $13.8 million at December 31, 2022 due to net downgrades of $19.3 million, partially offset by repayments of $3.8 million. The risk rating downgrades to the non-IEL substandard category primarily consisted of four clients with loans spread across various commercial classes.
The following tables summarizeSubstandard-IEL category increased by $4.4 million from $21.3 million at December 31, 2022 to $25.7 million at December 31, 2023 due to net downgrades of $7.8 million partially offset by repayments of $3.3 million. The risk rating downgrades to the average recorded investmentsubstandard-IEL category primarily consisted of three clients with loans spread across various commercial classes.
Despite the aforementioned downgrades, management does not believe that the other commercial loans in impaired loans and interest income recognized, on a cash basis, and interest income earned but not recognized for years ended December 31.these categories have risk characteristics similar to those that led to the downgrades.

60

(Dollars in thousands)
Average
Impaired
Balance
 
Interest
Income
Recognized
 
Interest
Earned
But Not
Recognized
December 31, 2017     
Commercial real estate:     
Owner-occupied$1,000
 $6
 $114
Non-owner occupied392
 0
 10
Multi-family182
 0
 19
Non-owner occupied residential418
 0
 35
Acquisition and development:     
1-4 family residential construction154
 0
 7
Commercial and industrial413
 0
 25
Residential mortgage:     
First lien4,012
 58
 136
Home equity – term61
 0
 1
Home equity – lines of credit488
 2
 26
Installment and other loans10
 0
 3
 $7,130
 $66
 $376
December 31, 2016     
Commercial real estate:     
Owner-occupied$1,758
 $0
 $124
Non-owner occupied6,831
 0
 326
Multi-family216
 0
 17
Non-owner occupied residential645
 0
 35
Acquisition and development:     
Commercial and land development3
 0
 1
Commercial and industrial575
 0
 25
Residential mortgage:     
First lien4,525
 33
 175
Home equity – term98
 0
 6
Home equity – lines of credit455
 0
 19
Installment and other loans12
 0
 3
 $15,118
 $33
 $731
December 31, 2015     
Commercial real estate:     
Owner-occupied$2,613
 $0
 $177
Non-owner occupied3,470
 0
 256
Multi-family402
 0
 15
Non-owner occupied residential1,020
 0
 56
Acquisition and development:     
Commercial and land development266
 137
 2
Commercial and industrial1,208
 0
 28
Residential mortgage:     
First lien4,644
 37
 167
Home equity – term130
 0
 3
Home equity – lines of credit571
 0
 29
Installment and other loans22
 0
 3
 $14,346
 $174
 $736

(Dollars in thousands)
Average
Impaired
Balance
 
Interest
Income
Recognized
 
Interest
Earned
But Not
Recognized
December 31, 2014     
Commercial real estate:     
Owner-occupied$3,740
 $20
 $179
Non-owner occupied6,711
 143
 156
Multi-family274
 2
 6
Non-owner occupied residential2,095
 13
 62
Acquisition and development:     
Commercial and land development1,250
 34
 59
Commercial and industrial1,700
 5
 19
Residential mortgage:     
First lien4,226
 53
 196
Home equity – term85
 0
 5
Home equity – lines of credit111
 3
 25
Installment and other loans9
 1
 1
 $20,201
 $274
 $708
December 31, 2013     
Commercial real estate:     
Owner-occupied$3,528
 $147
 $192
Non-owner occupied4,307
 145
 44
Multi-family135
 16
 6
Non-owner occupied residential4,799
 77
 180
Acquisition and development:     
1-4 family residential construction481
 0
 0
Commercial and land development3,009
 49
 127
Commercial and industrial1,780
 45
 46
Residential mortgage:     
First lien2,697
 140
 103
Home equity – term59
 8
 2
Home equity – lines of credit305
 6
 2
Installment and other loans1
 0
 0
 $21,101
 $633
 $702


The following table summarizes activity in the ACL, including the impact of adopting CECL, for the year ended December 31, 2023, and the activity in the ALL for years ended December 31.31, 2022, 2021, 2020 and 2019.
 CommercialConsumer  
Commercial
Real Estate
Acquisition
and
Development
Commercial
and
Industrial
MunicipalTotal
Residential
Mortgage
Installment
and Other
TotalUnallocatedTotal
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 - CECL2,857 (214)928 169 3,740 (1,121)49 (1,072)(245)2,423 
Provision for credit losses1,360 (764)1,023 (36)1,583 6 93 99  1,682 
Charge-offs(12) (748) (760)(98)(247)(345) (1,105)
Recoveries110 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 losses1,489 1,142 640 (6)3,265 669 218 887 4,160 
Charge-offs— — — — — (50)(360)(410)— (410)
Recoveries32 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 losses710 938 23 (10)1,661 (517)(73)(590)19 1,090 
Charge-offs(293)— (663)— (956)(92)(70)(162)— (1,118)
Recoveries469 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 
December 31, 2020
Balance, beginning of year$7,634 $959 $2,356 $100 $11,049 $3,147 $319 $3,466 $140 $14,655 
Provision for loan losses2,745 146 2,096 (60)4,927 203 117 320 78 5,325 
Charge-offs(3)— (748)— (751)(114)(146)(260)— (1,011)
Recoveries775 238 — 1,022 126 34 160 — 1,182 
Balance, end of year$11,151 $1,114 $3,942 $40 $16,247 $3,362 $324 $3,686 $218 $20,151 
December 31, 2019
Balance, beginning of year$6,876 $817 $1,656 $98 $9,447 $3,753 $244 $3,997 $570 $14,014 
Provision for loan losses515 139 841 1,497 (347)180 (167)(430)900 
Charge-offs(25)— (299)— (324)(386)(155)(541)— (865)
Recoveries268 158 — 429 127 50 177 — 606 
Balance, end of year$7,634 $959 $2,356 $100 $11,049 $3,147 $319 $3,466 $140 $14,655 

 Commercial Consumer    
(Dollars in thousands)
Commercial
Real Estate
 
Acquisition
and
Development
 
Commercial
and
Industrial
 Municipal Total 
Residential
Mortgage
 
Installment
and Other
 Total Unallocated Total
December 31, 2017                   
Balance, beginning of year$7,530
 $580
 $1,074
 $54
 $9,238
 $2,979
 $144
 $3,123
 $414
 $12,775
Provision for loan losses38
 (167) 333
 30
 234
 531
 174
 705
 61
 1,000
Charge-offs(835) 0
 (85) 0
 (920) (180) (166) (346) 0
 (1,266)
Recoveries30
 4
 124
 0
 158
 70
 59
 129
 0
 287
Balance, end of year$6,763
 $417
 $1,446
 $84
 $8,710
 $3,400
 $211
 $3,611
 $475
 $12,796
December 31, 2016                   
Balance, beginning of year$7,883
 $850
 $1,012
 $58
 $9,803
 $2,870
 $121
 $2,991
 $774
 $13,568
Provision for loan losses107
 (270) 129
 (4) (38) 532
 116
 648
 (360) 250
Charge-offs(872) 0
 (79) 0
 (951) (577) (194) (771) 0
 (1,722)
Recoveries412
 0
 12
 0
 424
 154
 101
 255
 0
 679
Balance, end of year$7,530
 $580
 $1,074
 $54
 $9,238
 $2,979
 $144
 $3,123
 $414
 $12,775
December 31, 2015                   
Balance, beginning of year$9,462
 $697
 $806
 $183
 $11,148
 $2,262
 $119
 $2,381
 $1,218
 $14,747
Provision for loan losses(1,020) (440) 249
 (125) (1,336) 1,122
 55
 1,177
 (444) (603)
Charge-offs(711) (22) (115) 0
 (848) (592) (62) (654) 0
 (1,502)
Recoveries152
 615
 72
 0
 839
 78
 9
 87
 0
 926
Balance, end of year$7,883
 $850
 $1,012
 $58
 $9,803
 $2,870
 $121
 $2,991
 $774
 $13,568
December 31, 2014                   
Balance, beginning of year$13,215
 $670
 $864
 $244
 $14,993
 $3,780
 $124
 $3,904
 $2,068
 $20,965
Provision for loan losses(1,674) 92
 (554) (61) (2,197) (960) 107
 (853) (850) (3,900)
Charge-offs(2,637) (70) (270) 0
 (2,977) (587) (177) (764) 0
 (3,741)
Recoveries558
 5
 766
 0
 1,329
 29
 65
 94
 0
 1,423
Balance, end of year$9,462
 $697
 $806
 $183
 $11,148
 $2,262
 $119
 $2,381
 $1,218
 $14,747
December 31, 2013                   
Balance, beginning of year$13,719
 $3,502
 $1,635
 $223
 $19,079
 $2,275
 $85
 $2,360
 $1,727
 $23,166
Provision for loan losses4,109
 (6,087) (3,478) 21
 (5,435) 1,845
 99
 1,944
 341
 (3,150)
Charge-offs(4,767) (193) (132) 0
 (5,092) (491) (144) (635) 0
 (5,727)
Recoveries154
 3,448
 2,839
 0
 6,441
 151
 84
 235
 0
 6,676
Balance, end of year$13,215
 $670
 $864
 $244
 $14,993
 $3,780
 $124
 $3,904
 $2,068
 $20,965

The following table summarizes asset quality ratios for years ended December 31. 31, 2023, 2022, 2021, 2020 and 2019.
20232022202120202019
Provision for credit losses to net charge-offs (recoveries)290 %2,568 %1,787 %(3,114)%347 %
Ratio of ACL to total loans outstanding at December 311.25 %1.17 %1.07 %1.02 %0.89 %
61

 2017 2016 2015 2014 2013
          
Ratio of net charge-offs (recoveries) to average loans outstanding0.10% 0.13% 0.08 % 0.34 % (0.14)%
Provision for loan losses to net charge-offs (recoveries)102.15% 23.97% (104.69)% (168.25)% 331.93 %
Ratio of ALL to total loans outstanding at December 311.27% 1.45% 1.74 % 2.09 % 3.12 %
The following table details net charge-offs (recoveries) to average loans outstanding by loan category for the years ended December 31, 2023 and 2022.
202320222021
Commercial real estate:
Net recoveries$(98)$(32)$(176)
Average loans for the year$1,233,720 $1,069,392 $880,458 
Net recoveries/average loans(0.01)%— %(0.02)%
Acquisition and development:
Net recoveries(5)(10)(10)
Average loans for the year172,239 147,364 74,786 
Net recoveries/average loans %(0.01)%(0.01)%
Commercial and industrial:
Net charge-offs (recoveries)650 (51)151 
Average loans for the year371,928 408,995 604,651 
Net charge-offs (recoveries)/average loans0.17 %(0.01)%0.02 %
Municipal:
Net charge-offs (recoveries) — — 
Average loans for the year10,857 13,486 16,566 
Net charge-offs (recoveries)/average loans %— %— %
Residential mortgage:
Net (recoveries) charge-offs(95)10 60 
Average loans for the year432,108 389,048 379,802 
Net (recoveries) charge-offs /average loans(0.02)%— %0.02 %
Installment and other loans:
Net charge-offs129 245 36 
Average loans for the year10,808 14,732 21,706 
Net charge-offs/average loans1.19 %1.66 %0.17 %
Total loans:
Net charge-offs$581 $162 $61 
Average loans for the year$2,231,660 $2,043,017 $1,977,969 
Net charge-offs/average loans0.03 %0.01 %— %
(1) Average loans exclude loans held for sale.
The ACL totaled $28.7 million at December 31, 2023, a $3.5 million increase from $25.2 million at December 31, 2022, resulting from a cumulative-effect adjustment from the adoption of CECL of $2.4 million, a provision for credit losses of $1.7 million and net charge-offs of $581 thousand for 2023. At December 31, 2023, the ACL as a percentage of the total loan portfolio was 1.25% compared to 1.17% at December 31, 2022 and 1.07% at December 31, 2021. The ACL increased in 2023 primarily due to the impact from implementing CECL, which required the transition from an incurred loss model based on historical loss experience to an expected credit loss model based on the contractual life of the loan.
In 2011,2023 and 2022, the provision for credit losses was driven primarily by increases in commercial loans, excluding SBA PPP loan forgiveness activity, of $118.3 million and $299.9 million, respectively, in addition to the overall increase in expected loss rates under CECL. During 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 established at the adoption of CECL. During 2022, qualitative factors were unchanged, except for a reduction in the National and Local Economic Conditions factor, that reduced the provision by $726 thousand. This factor had been increased previously for economic concerns in the commercial real estate portfolio associated with the COVID-19 pandemic. The additional allocation was removed during 2022 as these concerns had subsided.
62

For the years ended December 31, 2023 and 2022, gross recoveries of $524 thousand and $248 thousand, respectively, were credited to the ACL. These recoveries on previously charged-off relationships are the result of successful loan monitoring and workout solutions. Recoveries are difficult to predict, and any additional recoveries that the Company experienced significant deterioration in asset quality duereceives will be used to trendsreplenish the ACL. Recoveries favorably impact historical charge-off factors, and contribute to changes in the nationalquantitative and local economies,qualitative factors used in our allowance adequacy analysis. However, as well as declines in real estate values in the Company’s market area. In 2012, subsequentloan portfolio continues to high levels of nonperforming assets and restructured loans recorded in 2011, the Company continued to actively identify and monitor nonperforming assets. The Company continued to focus on working through its risk assets and, based on favorable trends in net charge-offs and improving asset quality ratios, was able to reduce the ALL over the following years to its current level.grow, future provisions for credit losses may result.
The Company recorded a provisiontakes partial charge-offs on collateral-dependent loans when carrying value exceeds estimated fair value, as determined by the most recent appraisal adjusted for loan losses expensecurrent (within the quarter) conditions, less costs to dispose. Specific reserves remain in place if updated appraisals are pending, and represent management’s estimate of $1,000,000 and $250,000 for 2017 and 2016, and negative provisions, or reversals of amounts previously provided, of $603,000, $3,900,000 and $3,150,000 for 2015, 2014 and 2013. For each ofpotential loss. In addition to the years in which a negative provision for loan losses was recorded, it was due to recovery ofreserve allocations on individually evaluated loans noted above, six loans, with prioraggregate outstanding principal balances of $348 thousand, have had cumulative partial charge-offs allowing forto the recovery. In addition, in certain casesACL totaling $602 thousand at December 31, 2023. As updated appraisals were received on collateral-dependent loans, partial charge-offs were successfully worked out with smaller charge-offs thantaken to the reserve established on them. For 2013 through 2016, favorable historical charge-off data combined with relatively stable economic and market conditions resulted inextent the conclusion that a negative or modest provision could be recorded despite net charge-offs recorded. In 2017, management determined that a provision expense that offset net charge-offs for the year would maintain an adequate ALL, principally due to a charge-off in connection with one commercial credit downgraded to nonaccrual status during the year. The significant variations in net charge-offs (recoveries) and provision expense resulted in the fluctuations in the ratios as presented in the tables above.
See further discussion in the “Provision for Loan Losses” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.loans’ principal balance exceeded their fair value.
The following table shows the allocation of the ACL by loan class, as well as the percent of each loan class in relation to the total loan balance at December 31, 2023, and the allocation of the ALL by loan class, as well as the percent of each loan class in relation to the total loan balance at December 31.31, 2022, 2021, 2020 and 2019.
 20232022202120202019
 ACL Amount by Loan Class
% of
Loan
Type to
Total
Loans
ALL Amount by Loan Class
% of
Loan
Type to
Total
Loans
ALL Amount by Loan Class
% of
Loan
Type to
Total
Loans
ALL Amount by Loan Class
% of
Loan
Type to
Total
Loans
ALL Amount by Loan Class
% of
Loan
Type to
Total
Loans
Commercial real estate:
Owner-occupied$5,090 16 %$3,618 15 %$2,752 12 %$2,072 %$1,539 10 %
Non-owner occupied9,587 30 %7,473 28 %7,244 28 %6,049 21 %3,965 22 %
Multi-family2,540 7 %1,355 %870 %1,846 %974 %
Non-owner occupied residential656 4 %1,112 %1,171 %1,184 %1,156 %
Acquisition and development:
1-4 family residential construction397 1 %376 %188 %144 %239 %
Commercial and land development1,844 5 %2,838 %1,874 %970 %720 %
Commercial and industrial5,806 16 %4,505 17 %3,814 24 %3,942 32 %2,356 13 %
Municipal157 0 %24 %30 %40 %100 %
Residential mortgage:
First lien1,580 12 %1,600 11 %1,188 10 %1,627 12 %1,635 20 %
Home equity - term23 0 %32 %31 %63 %59 %
Home equity - lines of credit821 8 %1,812 %1,566 %1,672 %1,453 10 %
Installment and other loans201 0 %188 %215 %324 %319 %
Unallocated 245 237 218 140 
$28,702 100 %$25,178 100 %$21,180 100 %$20,151 100 %$14,655 100 %
63

 2017 2016 2015 2014 2013
 Amount 
% of
Loan
Type to
Total
Loans
 Amount 
% of
Loan
Type to
Total
Loans
 Amount 
% of
Loan
Type to
Total
Loans
 Amount 
% of
Loan
Type to
Total
Loans
 Amount 
% of
Loan
Type to
Total
Loans
Commercial real estate:                   
Owner-occupied$1,488
 12% $1,591
 13% $1,998
 13% $2,059
 14% $3,583
 17%
Non-owner occupied4,059
 24% 4,380
 23% 4,033
 19% 4,887
 20% 6,024
 20%
Multi-family444
 5% 604
 5% 709
 5% 1,231
 4% 1,699
 3%
Non-owner occupied residential772
 8% 955
 7% 1,143
 7% 1,285
 7% 1,909
 8%
Acquisition and development:
   
   
   
   
  
1-4 family residential construction169
 1% 102
 1% 236
 1% 222
 1% 196
 0%
Commercial and land development248
 2% 478
 3% 614
 5% 475
 3% 474
 3%
Commercial and industrial1,446
 12% 1,074
 10% 1,012
 10% 806
 7% 864
 5%
Municipal84
 4% 54
 6% 58
 7% 183
 9% 244
 9%
Residential mortgage:                   
First lien1,855
 16% 1,624
 16% 1,667
 16% 1,295
 18% 1,682
 19%
Home equity - term119
 1% 151
 1% 184
 2% 206
 3% 465
 3%
Home equity - lines of credit1,426
 13% 1,204
 14% 1,019
 14% 761
 13% 1,633
 12%
Installment and other loans211
 2% 144
 1% 121
 1% 119
 1% 124
 1%
Unallocated475
   414
   774
   1,218
   2,068
  
 $12,796
 100% $12,775
 100% $13,568
 100% $14,747
 100% $20,965
 100%

The information presented in the table below is not required for periods subsequent to the adoption of CECL. The following table summarizes the ending loan balanceALL allocation for loans individually orand collectively evaluated for impairment by loan class and the ALL allocation for eachsegment at December 31.31, 2022. Accruing PCI loans are excluded from loans individually evaluated for impairment.
 CommercialConsumer  
Commercial
Real Estate
Acquisition
and
Development
Commercial
and
Industrial
MunicipalTotal
Residential
Mortgage
Installment
and Other
TotalUnallocatedTotal
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 impairment1,164,401 167,950 357,743 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 impairment13,558 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 
 Commercial Consumer    
(Dollars in thousands)
Commercial
Real Estate
 
Acquisition
and
Development
 
Commercial
and
Industrial
 Municipal Total 
Residential
Mortgage
 
Installment
and Other
 Total Unallocated Total
December 31, 2017                   
Loans allocated by:                   
Individually evaluated for impairment$5,848
 $492
 $350
 $0
 $6,690
 $4,325
 $11
 $4,336
 $0
 $11,026
Collectively evaluated for impairment487,068
 30,489
 115,313
 42,065
 674,935
 302,160
 21,891
 324,051
 0
 998,986
 $492,916
 $30,981
 $115,663
 $42,065
 $681,625
 $306,485
 $21,902
 $328,387
 $0
 $1,010,012
Allowance for loan losses allocated by:                   
Individually evaluated for impairment$0
 $0
 $0
 $0
 $0
 $42
 $9
 $51
 $0
 $51
Collectively evaluated for impairment6,763
 417
 1,446
 84
 8,710
 3,358
 202
 3,560
 475
 12,745
 $6,763
 $417
 $1,446
 $84
 $8,710
 $3,400
 $211
 $3,611
 $475
 $12,796
December 31, 2016                   
Loans allocated by:                   
Individually evaluated for impairment$2,457
 $1
 $594
 $0
 $3,052
 $4,915
 $6
 $4,921
 $0
 $7,973
Collectively evaluated for impairment426,410
 30,747
 87,871
 53,741
 598,769
 269,537
 7,112
 276,649
 0
 875,418
 $428,867
 $30,748
 $88,465
 $53,741
 $601,821
 $274,452
 $7,118
 $281,570
 $0
 $883,391
Allowance for loan losses allocated by:                   
Individually evaluated for impairment$0
 $0
 $0
 $0
 $0
 $43
 $0
 $43
 $0
 $43
Collectively evaluated for impairment7,530
 580
 1,074
 54
 9,238
 2,936
 144
 3,080
 414
 12,732
 $7,530
 $580
 $1,074
 $54
 $9,238
 $2,979
 $144
 $3,123
 $414
 $12,775
In addition to the reserve allocations on impaired loans noted above, 19 loans, with outstanding principal balances of $6,342,000, have had cumulative partial charge-offs to the ALL totaling $2,215,000. As updated appraisals were received on collateral-dependent loans, partial charge-offs were taken to the extent the loans’ principal balance exceeded their fair value.
Management believes the allocation of the ALL betweenACL among the various loan classes adequately reflects the probable incurredlife expected credit losses in each portfolioloan class and is based on the methodology outlined in Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for LoanCredit Losses, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data." Management re-evaluates and makes certain enhancements to its reserve methodology used to establish a reserve to better reflect the risks inherent in the different segments of the portfolio, particularly in light of increased charge-offs, with noticeable differences between the different loan classes. Management believes these enhancements to the ALLACL methodology improve the accuracy of quantifying probable incurredthe expected credit losses inherent in the portfolio. Management charges actual loan losses to the reserve and bases the provision for loancredit losses on its overall analysis.
The largest component of the ALL for the years presented has been allocated to the commercial real estate segment, particularly the non-owner occupied loan classes. The higher allocations in these classes as compared with the other classes is consistent with the inherent risk associated with these loans, as well as generally higher levels of impaired and criticized loans for the periods presented. There has generally been a decrease in the ALL allocated to the commercial real estate portfolio, as the level of classified assets has declined, and historical loss rates have improved as a result of improving economic and market conditions.
The unallocated portion of the ALL reflects estimated inherent losses within the portfolio that have not been detected, as well as the risk of error in the specific and general reserve allocation, other potential exposure in the loan portfolio, variances in management’s assessment of national and local economic conditions and other factors management believes appropriate at the time. The unallocated portion of the allowance increased from $414,000 at December 31, 2016 to $475,000 at December 31, 2017 and represents 3.7% of the ALL at December 31, 2017, compared with 3.2% at December 31, 2016. The Company monitors the unallocated portion of the ALL, and by policy, has determined it should not exceed 6% of the total reserve. Future negative provisions for loan losses may result if the unallocated portion was to increase, and management determined the

reserves were not required for the anticipated risk in the portfolio. As asset quality has improved the last several years, management has determined a reduced risk of loss associated with the portfolio, as evidenced by lower classified loans and sustainable improvements in delinquencies.
Management believes the Company’s ALLACL is adequate based on information currently available.available information. Future adjustments to the ALLACL and enhancements to the methodology may be necessary due to changes in economic conditions, regulatory guidance, or management’s assumptions as to future delinquencies or loss rates.
Deposits
Total deposits grew by $82.6 million, or 3%, to $2.6 billion at December 31, 2023 from $2.5 billion at December 31, 2022. During 2023, time deposits increased $155.5 million from $251.0 million at December 31, 2022 to $406.5 million at December 31, 2023 due to competitive pricing, including promotional offerings of up to 18-month terms. In addition, money market deposits and interest-bearing demand deposits increased by $36.5 million and $13.5 million, respectively, which increases were partially offset by decreases of $71.0 million in noninterest-bearing demand deposits and $51.9 million in savings deposits. The declines in noninterest-bearing deposit and savings deposits were primarily due to clients shifting to higher-yielding products within the Bank. During 2023, the Bank was successful at retaining many of those deposits and driving inflows from new clients as well. At December 31, 2023, deposits that are uninsured and not collateralized totaled $442.7 million, or 17%, of total deposits.
In 2022, total deposits increased by $11.3 million and remained consistent with a balance of $2.5 billion at December 31, 2022 and 2021. 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, including associated deposit liabilities, building and land. At December 31, 2022, deposits of approximately $31.3 million were expected to be conveyed in the branch sale. These deposits are reported within total deposits at cost and comprised of $23.5 million in interest-bearing deposits and $7.8 million in non-interest bearing deposits. The sale was completed on May 12, 2023. This sale included deposits of approximately $18.7 million comprised of $14.4 million in interest-bearing deposits and $4.3 million in noninterest-bearing deposits, which were sold at a premium of 6%. These deposits were reported at cost as deposits held for assumption in connection with sale of bank branch within total deposits in the consolidated balance sheets.
64

The following table presents average deposits for years ended December 31.31, 2023, 2022 and 2021.
202320222021
Demand deposits$470,349 $557,142 $542,952 
Interest-bearing demand deposits1,525,204 1,414,177 1,392,996 
Savings deposits198,157 232,660 202,371 
Time deposits338,170 273,276 360,264 
Total deposits$2,531,880 $2,477,255 $2,498,583 

(Dollars in thousands)2017 2016 2015
      
Demand deposits$161,917
 $147,473
 $134,040
Interest-bearing demand deposits648,174
 565,524
 500,474
Savings deposits94,815
 90,272
 85,068
Time deposits292,616
 289,574
 263,414
Total deposits$1,197,522
 $1,092,843
 $982,996
Average total deposits increased $104,679,000, or 9.6% from 2016 to 2017. Interest-bearing demand deposit account balances were the principal driver, increasing $82,650,000, or 14.6%. The Company has been able to gather both interest-bearing and noninterest-bearing deposit relationships from enhanced cash management offerings as we developed commercial relationships. We also grew core funding deposits through marketing campaigns and improvement in our product delivery with investments in technology and increased sales efforts. We have also been able to increase interest-free funds as we expanded our commercial and industrial loan portfolio.
In 2017, the Company used deposit growth principally to fund loan growth. Average retail time deposits less than $100,000 remained relatively steady at approximately $83,000,000 from 2016 to 2017 and average institutional time deposits in excess of $100,000 decreased from $80,462,000 for 2016 to $60,450,000 for 2017. The Company chose to continue not to pay increased interest rates on these deposit types, but rather use alternate funding sources to meet funding needs. One funding source the Company used was brokered deposits, which totaled $96,368,000 at December 31, 2017 compared with $85,994,000 at December 31, 2016, and averaged $94,165,000 for 2017 compared with $72,282,000 for 2016. Given interest rate conditions and asset/liability strategies, we issued issued additional brokered time deposits, which have options that enable the Company to pay them off early.
Management evaluates its utilization of brokered deposits, taking into consideration the Bank's policies, the interest rate curve and regulatory views on non-core funding sources, and balances this funding source with its funding needs based on growth initiatives. The Company anticipates that as loan growth increases, it will be able to generate corefunded through deposit fundinggeneration by offering competitive rates.rates, as well as reliance on FHLB borrowings. The Bank's brokered money market deposit balances were $20.1 million and $1.0 million at December 31, 2023 and 2022, respectively. The Bank's brokered time deposit balances, including the average balance, remained at zero at December 31, 2023 and 2022.
The following table presentsCompany had time deposits that met or exceeded the FDIC insurance limit of $250,000 of $76.4 million and $36.5 million at December 31, 2023 and 2022, respectively. At December 31, 2023, the scheduled maturities of time deposits of $250,000that met or more at December 31, 2017.exceeded the FDIC insurance limit or otherwise uninsured were as follows:
Three months or less$22,928
Over three months through six months18,101
Over six months through one year35,094
Over one year291
Total$76,414
(Dollars in thousands)Total
  
Three months or less$8,066
Over three months through six months3,255
Over six months through one year5,260
Over one year5,307
Total$21,888


Borrowings
In addition to deposit products,deposits, the Company uses short-term borrowing sources to meet liquidity needs and for temporary funding. Sources of short-term borrowings include the FHLB of Pittsburgh, federal funds purchased and to a lesser extent, the FRB discount window. Short-term borrowings also may include securities sold under agreements to repurchase with deposit customers,clients, in which a customerclient sweeps a portion of a deposit balance into a Repurchase Agreement,repurchase agreement, which is a secured borrowing with a pool of securities pledged against the balance.
The Company also utilizes long-term debt, consisting principally of FHLB fixed and amortizing advances, to fund its balance sheet with original maturities greater than one year. ThePrior to entering into long-term borrowings, the Company continues to evaluateevaluates its funding needs, interest rate movements, the cost of options, and the availability of attractive structuresstructures.
FHLB advances and other borrowings increased by $31.4 million to $137.5 million at December 31, 2023 compared to $106.1 million at December 31, 2022. The increase in borrowings during 2023 included long-term fixed-rate advances from the FHLB totaling $40.0 million. With the continued strength in loan fundings and increased competition for deposits, the Bank elected to replace some of its evaluation asovernight borrowings with lower cost term advances during the first quarter of 2023. The Bank tested its various sources of funding during 2023 to ensure accessibility.
In December 2018, the timingCompany issued unsecured subordinated notes payable totaling $32.5 million, which mature on December 30, 2028, and extentthe proceeds of when it enters into long-term borrowings.which were designated for general corporate use, including funding of cash consideration for mergers and acquisitions. The subordinated notes had a fixed interest rate of 6.0% through December 30, 2023, which 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 the subordinated debt was 8.78%.
For additional information about borrowings, refer to Note 11,13, Short-Term Borrowings, Note 14, Long-Term Debt, and Note 12, Long-Term Debt15, Subordinated Notes, to the ConsolidatedConsolidated Financial Statements appearing in Part II, Item 8, "Financial Statements and Supplementary Data."
65

Shareholders' Equity
Total shareholders’ equity increased $9,906,000, or 7.3%, during 2017. Increases in equity included net income of $8,090,000, $1,523,000 from the issuance of common stock related to share-based compensation and an increase in the fair value of available for sale securities, net of taxes, of $3,781,000. Dividends paid to shareholders decreased equity by$3,488,000.
In February 2018, the FASB issued changes related to the accounting for the effects of the Tax Act on items in AOCI. The impact of tax rate changes is recorded in income and items accounted for in AOCI could be left with a 'stranded' tax effect that could have those items appear to not reflect the appropriate tax rate. The FASB's changes allow a reclassification from AOCI to retained earnings for stranded tax effects from the Tax Act to improve the usefulness of information reported to financial statement users. The changes are effective for years beginning after December 31, 2018, with early adoption permitted. We elected to adopt the changes in December 2017. The amount transferred from AOCI to retained earnings totaled $229,000 and represented the impact of the Tax Law rate change to 21% at the date of enactment for unrealized gains and losses accounted for in AOCI.
On January 19, 2016, the Company filed a shelf registration statement on Form S-3 with the SEC, covering up to an aggregate of $100,000,000 of securities, through the sale of common stock, preferred stock, warrants, debt securities, and units. To date, the Company has not issued any securities under this shelf registration statement.
On September 14, 2015, the Board of Directors of the Company authorized a stock repurchase program which is more fully described in Item 5 under Issuer Purchases of Equity Securities. The maximum number of shares that may yet be purchased under the plan is 333,275 shares at December 31, 2017.
The following table includes additional information for shareholders’ equity for the years ended December 31.
(Dollars in thousands)2017 2016 2015
      
Average shareholders’ equity$141,301
 $137,973
 $131,453
Net income8,090
 6,628
 7,874
Cash dividends paid3,488
 2,898
 1,822
Equity to asset ratio9.29% 9.53% 10.29%
Dividend payout ratio42.00% 42.68% 22.68%
Return on average equity5.73% 4.80% 5.99%

Capital Adequacy and Regulatory Matters
Capital management in a regulated financial services industry must properly balance return on equity to its shareholders while maintaining sufficient levels of capital and related risk-based regulatory capital ratios to satisfy statutory regulatory requirements. The Company’s capital management strategies have been developed to provide attractive rates of returns to its shareholders, while maintaining a “well-capitalized” position of regulatory strength.
Shareholders’ equity totaled $265.1 million at December 31, 2023, an increase of $36.2 million, or 16%, from $228.9 million at December 31, 2022. The increase in 2023 was primarily attributable to net income of $35.7 million and other comprehensive income of $11.4 million, partially offset by dividends paid of $8.5 million, the cumulative-effect adjustment from the adoption of CECL that decreased retained earnings by $2.0 million and share-based compensation costs of $471 thousand. Other comprehensive income generated during 2023 was due to after-tax net unrealized gains on AFS securities and cash flow hedges of $10.9 million and $532 thousand, respectively, primarily caused by a decline in treasury rates and contracting credit spreads during 2023.
For the year ended December 31, 2023, total comprehensive income was $47.1 million, an increase of $69.4 million, from total comprehensive loss of $22.3 million for the same period in 2022. This increase was due to a reduction in unrealized losses on AFS securities and cash flow hedges, net of taxes, of $54.5 million of $1.3 million, respectively, and an increase in net income of $13.6 million.
At December 31, 2023, book value per common share was $24.98 per share compared to $21.45 per share at December 31, 2022. Tangible book value per share also increased from $19.47 per share at December 31, 2022 to $23.03 per share at December 31, 2023, as a result of the increase in shareholders' equity driven by earnings and other comprehensive income during 2023. See “Supplemental Reporting of Non-GAAP Measures.”
In September 2015, the Board of Directors authorized a stock repurchase program, which is more fully described in Item 5 under Issuer Purchases of Equity Securities. Subsequently on April 19, 2021, the Board of Directors authorized the additional future repurchase of up to 562,000 shares of its outstanding common stock. The maximum number of shares that may yet be purchased under the plan is 28,467 shares at December 31, 2023.
The following table includes additional information for shareholders’ equity for the years ended December 31, 2023, 2022 and 2021.
202320222021
Average shareholders’ equity$243,334 $244,281 $262,159 
Net income35,663 22,037 32,881 
Cash dividends paid8,485 8,264 8,280 
Average equity to average assets ratio8.11 %8.59 %9.06 %
Dividend payout ratio23.19 %36.39 %24.68 %
Return on average equity14.66 %9.02 %12.54 %

Capital Adequacy and Regulatory Matters
Capital management in a regulated financial services industry must properly balance return on equity to its shareholders while maintaining sufficient levels of capital and related risk-based regulatory capital ratios to satisfy statutory and regulatory requirements. The Company’s capital management strategies have been developed to provide attractive rates of returns to its shareholders, while maintaining a “well capitalized” position of regulatory strength.
Under requirements of the Dodd-Frank Act and Basel III Capital Rules as described in Item 1 - Business, theThe Parent Company and the Bank both have been subject to increasingly stringent regulatory capital requirements. Significant provisions of the Basel III Capital Rules that have impacted the Company's and the Bank's capital calculations include: 
Restricting the amount of deferred tax assets that can be included in CET1 capital with assets relating to net operating loss and credit carry forwards being excluded, and a 10% - 15% limitation on deferred tax assets arising from temporary differences that cannot be realized through net operating loss carry backs. At December 31, 2017 and 2016, $2,151,000 and $7,976,000 of the Company's deferred tax asset related to operating loss and tax credit carryforwards was deducted from our calculation of CET1;
Applying a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans;
Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due or in nonaccrual status;
Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; and
The allowance for credit losses, including the ALL and reserve for off-balance sheet credit commitments, is included as Tier 2 capital to the extent it does not exceed 1.25% of risk weighted assets. The amount that exceeds 1.25% of risk weighted assets, is disallowed as Tier 2 capital, but also reduces the Company’s risk weighted assets. At December 31, 2017 and 2016, $0 and $1,559,000 of the allowance for credit losses was excluded from our calculation of Tier 2 capital. The lower disallowed amount in 2017 was the result of the higher balance of risk-weighted assets.
Management believes the Company and the Bank met all capital adequacy requirements to which they are subject at December 31, 20172023 and December 31, 2016.2022. At December 31, 2017,2023 and 2022, the Parent Company and the Bank waswere considered well capitalized under applicable banking regulations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Although applicable to the Bank, prompt corrective action provisions are not applicable to bank holding companies, including financial holding companies.
Tables presenting the Company’s and the Bank’s capital amounts and ratios at December 31, 2017 and 2016 are included in Note 13, Shareholders' Equity and Regulatory Capital, to the Consolidated Financial Statements appearing in Part II, Item 8, "Financial Statements and Supplementary Data."
The Company and Bank's capital ratios at December 31, 2017 have declined since December 31, 2016, despite an increase in consolidated capital, due primarily to consolidated risk-weighted assets increasing from $955,253,000 at December 31, 2016 to $1,146,378,000 at December 31, 2017 for the Company and from $954,533,000 at December 31, 2016 to $1,143,207,000 at December 31, 2017 for the Bank. The increase in risk-weighted assets is principally due to the growth experienced in the loan portfolio.
The Company routinely evaluates its capital levels in light of its risk profile to assess its capital needs. In addition to the minimum capital ratio requirement and minimum capital ratio to be well capitalized presented in the tables in Note 13, the Company and the Bank17, we must maintain a capital conservation buffer as noted in Item 1 - Business under the topic Basel III Capital Rules. At December 31, 2017,2023, the Parent Company's and the Bank's capital conservation buffer, based on the most restrictive capital ratio, was 5.3%4.8% and 5.0%4.8%, respectively, which isare above the phase inregulatory requirement of 1.25%2.50% at December 31, 2017.2023.
66

Tables presenting the Parent Company’s and the Bank’s capital amounts and ratios at December 31, 2023 and 2022 are included in Note 17, Shareholders' Equity and Regulatory Capital, to the Consolidated Financial Statements appearing in Part II, Item 8, "Financial Statements and Supplementary Data."
Liquidity and Rate Sensitivity
Liquidity. The primary function of asset/liability management is to ensure adequate liquidity and manage the Company’s sensitivity to changing interest rates. Liquidity management involves the ability to meet the cash flow requirements of customersclients who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. OurThe Company's primary sources of funds consist of deposit inflows, loan repayments, maturities and

sales of investment securities, the sale of mortgage loans and borrowings from the FHLB of Pittsburgh.Pittsburgh and maturities and prepayments of investment securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
WeThe Company regularly adjust ouradjusts its investments in liquid assets based upon ourits assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and investment securities and the objectives of ourits asset/liability management policy. The Company's most liquid assets are cash and cash equivalents. The level of these assets depends on the Company's operating, financing, lending and investing activities during any given period.
At December 31, 2023, cash and cash equivalents totaled $65.2 million, compared with $60.8 million at December 31, 2022, which included net income of $35.7 million, increases in deposits and borrowings of $82.6 million and $23.9 million, respectively, and proceeds from investment securities maturities, calls and repayments, net of purchases of $11.4 million, offset primarily by the deployment of cash into higher yielding loans of $147.1 million. Unencumbered investment securities totaled $73.8 million and the Company had $17.4 million of investment securities pledged at the FRB Discount Window with no associated borrowings outstanding at December 31, 2023. The Company's maximum borrowing capacity from the FHLB of Pittsburgh was $1.1 billion, of which $138.1 million in advances and letters of credit were outstanding. The Company’s ability to borrow from the FHLB is dependent on having sufficient qualifying collateral, which generally consists of mortgage loans. In addition, the Company had $20.0 million in available unsecured lines of credit with other banks at December 31, 2023. The Bank tested its various sources of funding during 2023 to ensure accessibility.
At December 31, 2017, we had $352,960,000 in2023, outstanding loan commitments outstanding,totaled $892.0 million, which included $56,012,000$172.9 million in undisbursed loans, $139,281,000$337.5 million in unused home equity lines of credit, $145,394,000$357.1 million in commercial lines of credit, and $12,273,000$24.5 million in performance standby letters of credit. Time deposits due within one year ofafter December 31, 20172023 totaled $107,765,000,$381.9 million, or 39% of time deposits. The large percentage94% of time deposits, that mature within one year reflects customers’ preference not to invest funds for long periods inwhich includes both clients with longer-term time deposits nearing maturity and the current interest rate environment.more recent time deposit offerings with terms of 18 months or less. If these maturing deposits do not remain with us, we willthe Company, it may be required to seek other sources of funds, including other time deposits and lines of credit. Depending onDue to current market conditions, we may be required to paythe Company has paid higher rates on such deposits or other borrowingsduring 2023 than we currently pay on time deposits outstanding at December 31, 2017. We believe, however, based on past experience that a significant portion of our time deposits will remain with us. We haveit paid in 2022. The Company has the ability to attract and retain deposits by adjusting the interest rates we offer.
Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At December 31, 2017, cash and cash equivalents totaled $29,807,000, which approximated the total of $30,273,000 at December 31, 2016. Securities classified as available for sale, net of pledging requirements, which provide additional sources of liquidity, totaled $95,401,000 at December 31, 2017. In addition, at December 31, 2017, we had the ability to borrow a total of approximately $517,257,000 from the FHLB of Pittsburgh, of which we had $135,365,000 in advances and letters of credit outstanding. The Company’s ability to borrow from the FHLB is dependent on having sufficient qualifying collateral, generally consisting of mortgage loans. In addition, the Company has up to $35,000,000 in available unsecured lines of credit with other banks.it offers.
The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company is responsible for paying any dividends declared to its shareholders.shareholders and interest on its borrowings. The Company also has repurchased shares of its common stock. The Company’s primary source of income is dividends received from the Bank. Restrictions on the Bank’s ability to dividend funds to the Company are includeddescribed in Note 14, Restrictions on Dividends, Loans17, Shareholders' Equity and Advances,Regulatory Capital, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."
Interest Rate Sensitivity. Interest rate sensitivity management requires the maintenance of an appropriate balance between interest sensitive assets and liabilities. Management, through its asset/liability management process, attempts to manage the level of repricing and maturity mismatch so that fluctuations in net interest income are maintained within policy limits in current and expected market conditions. For further discussion, see Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk."
67

Contractual Obligations
The Company enters into contractual obligations in the normal course of business to fund loan growth, for asset/liability management purposes, to meet required capital needs and for other corporate purposes. The following table presents significant fixed and determinable contractual obligations of principal by payment date at December 31, 2017. 2023.
Further discussion of the nature of each obligation is included in the referenced Note to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data" referenced in the following table.
  Payments Due 
Note
Reference
Less than 1
year
2-3 years4-5 years
More than
5 years
Total
Time deposits11$381,911 $18,055 $5,275 $1,266 $406,507 
Short-term borrowings13107,285    107,285 
Long-term debt14 15,000 25,000  40,000 
Subordinated notes15  32,500  32,500 
Operating lease obligations61,349 2,774 2,631 10,187 16,941 
Total$490,545 $35,829 $65,406 $11,453 $603,233 
   Payments Due  
(Dollars in thousands)
Note
Reference
 
Less than 1
year
 2-3 years 4-5 years 
More than
5 years
 Total
            
Time deposits10 $107,765
 $159,177
 $6,269
 $877
 $274,088
Short-term borrowings11 93,576
 0
 0
 0
 93,576
Long-term debt12 365
 81,133
 862
 1,455
 83,815
Operating lease obligations6 574
 1,024
 564
 474
 2,636
Total  $202,280
 $241,334
 $7,695
 $2,806
 $454,115


The contractual obligations table above does not include off-balance sheet commitments to extend credit that are detailed in the following section. These commitments generally have fixed expiration dates and many will expire without being drawn upon, therefore the total commitment does not necessarily represent future cash requirements and is excluded from the contractual obligations table.
Off-Balance Sheet Arrangements
The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.clients. These financial instruments include commitments to extend credit and standby letters of credit.
The following table details significant commitments at December 31, 2017.
(Dollars in thousands)
Contract or Notional
Amount
Commitments to fund: 
Revolving, open-ended home equity loans$139,281
1-4 family residential construction loans11,420
Commercial real estate, construction and land development loans44,592
Commercial, industrial and other loans145,394
Standby letters of credit12,273
2023.
Contract or Notional
Amount
Commitments to fund:
Home equity lines of credit$337,460
1-4 family residential construction loans40,330
Commercial real estate, construction and land development loans132,607
Commercial, industrial and other loans357,099
Standby letters of credit24,529
A discussion of the nature, business purpose, and guarantees that result from the Company’s off-balance sheet arrangements is included in Note 16,19, Financial Instruments with Off-Balance Sheet Risk, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."
Recently Adopted and Recently Issued Accounting Standards
Recently adopted and recently issued accounting standards are includeddescribed in Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."
Caution About Forward-Looking StatementsSupplemental Reporting of Non-GAAP Measures
This report contains statements that are considered “forward-looking statements” as definedManagement believes providing certain “non-GAAP” information will assist investors in their understanding of the Private Securities Litigation Reform Acteffect on recent financial results from non-recurring charges.
As a result of 1995. In addition,prior acquisitions, the Company may make other writtenhad intangible assets consisting of goodwill and oral communications, from time to time, that contain such statements. Forward-looking statements, including statements that include projections, predictions, expectations or beliefs as to industry trends, future expectationscore deposit and other matters that do not relate strictly to historical facts, are based on certain assumptions by management,intangible assets totaling $21.1 million and are often identified by words or phrases such as "may," "anticipate," "believe," "expect," "estimate," "intend," "seek," "plan," "objective," "trend," "goal."$21.8 million at December 31, 2023 and other similar terms. Forward-looking statements are subject to various assumptions, risks,2022, respectively. During the year ended December 31, 2023, the Company incurred $1.1 million in merger-related expenses in connection with the proposed merger with Codorus Valley. Additionally, the Company incurred $3.2 million and uncertainties, which change over time,$13.0 million in restructuring charges and speak only ata provision for legal settlement, respectively, during the date they are made.year ended December 31, 2022.
In addition to factors mentioned elsewhere in this Annual Report on Form 10-K or previously disclosed in our SEC reports (accessible on the SEC’s website at www.sec.gov or on our website at www.orrstown.com), the following factors, among others, could cause actual results to differ materially from forward-looking statements and future results could differ materially from historical performance:
68

If our ALL is not sufficient to cover actual losses, our earnings would decrease.
Commercial real estate lending may expose us to a greater risk of loss and impact our earnings and profitability.
Commercial and industrial loans comprise 10% of our loan portfolio. The credit risk related to these types of loans is greater than the risk related to residential loans.
Changes in interest rates could adversely impact the Company’s financial condition and results of operations.
Difficult economic and market conditions have adversely affected the financial services industry and may continue to materially and adversely affect the Company.
Because our business is concentrated in south central Pennsylvania and Washington County, Maryland, our financial performance could be materially adversely affected by economic conditions and real estate values in these market areas.

Competition from other banks and financial institutions in originating loans, attracting deposits and providing other financial services may adversely affect our profitability and liquidity.
The Company’s business strategy includes the continuation of moderate growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.
The Company may be adversely affected by technological advances.
The Company may not be able to attract and retain skilled people.
An interruption or breach in security with respect to our information systems, or our outsourced service providers, could adversely impact the Company’s reputation and have an adverse impact on our financial condition or results of operations.
We could be adversely affected by failure in our internal controls.
Negative public opinion could damage our reputation and adversely affect our earnings.
Governmental regulation and regulatory actions against us may impair our operations or restrict our growth.
The Dodd-Frank Act may affect the Company’s financial condition, results of operations, liquidity and stock price.
Increases in FDIC insurance premiums may have a material adverse effect on our results of operations.
Legislative, regulatory and legal developments involving income and other taxes could materially adversely affect the Company’s results of operations and cash flows.
The Company is required to use judgment in applying accounting policies and different estimates and assumptions in the application of these policies could result in a decrease in capital and/or other material changes to the reports of financial condition and results of operations.
Changes in accounting standards could impact the Company's financial condition and results of operations.
The short-term and long-term impact of the changing regulatory capital requirements and new capital rules is uncertain.
Pending litigation and legal proceedingsTangible book value per common share and the impact of any finding of liability or damages could adversely impactthe merger-related expenses, restructuring charge and legal settlement on net income and associated ratios, as used by the Company in this supplemental reporting presentation, are determined by methods other than in accordance with GAAP. While the Company's management believes this information is a useful supplement to the GAAP-based measures reported in Item 7, Management's Discussion and itsAnalysis of Financial Condition and Results of Operations, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition andas reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results of operations.
Indemnification costs associatedwill be unaffected by similar adjustments to be determined in accordance with litigation and legal proceedings could adversely impact the Company and its financial condition and results of operations.GAAP.
The Parent Company isincrease in tangible book value per share in 2023 compared to 2022 was primarily caused by increases in net income of $13.6 million and total comprehensive income of $11.4 million during 2023 compared to total comprehensive losses of $44.4 million during 2022. This increase was primarily due to a holding company dependent for liquiditydecrease in unrealized losses on payments fromAFS securities caused by a decline in Treasury rates.
The following tables present the computation of each non-GAAP based measure shown together with its bank subsidiary, which is subject to restrictions.most directly comparable GAAP-based measure.
(Dollars, except per share amounts, and shares in thousands)202320222021
Tangible book value per common share
Shareholders' equity (most directly comparable GAAP-based measure)$265,056 $228,896 $271,656 
Less: Goodwill18,724 18,724 18,724 
Other intangible assets2,414 3,078 4,183 
Related tax effect(507)(646)(878)
Tangible common equity (non-GAAP)$244,425 $207,740 $249,627 
Common shares outstanding10,612 10,671 11,183 
Book value per share (most directly comparable GAAP based measure)$24.98 $21.45 $24.29 
Intangible assets per share1.95 1.98 1.97 
Tangible book value per share (non-GAAP)$23.03 $19.47 $22.32 
The soundness
Adjusted Net Income and Adjusted Diluted Earnings Per ShareDecember 31,
(Dollars, except per share amounts, and shares in thousands)202320222020
Net income (most directly comparable GAAP based measure)$35,663 $22,037 $32,881 
Plus: Merger-related charges1,059 — — 
Plus: Provision for legal settlement 13,000 — 
Plus: Restructuring charges 3,155 — 
Less: Related tax effect(79)(3,393)— 
Adjusted net income (non-GAAP)$36,643 $34,799 $32,881 
Weighted average shares - diluted (most directly comparable GAAP-based measure)10,43510,70611,106
Diluted earnings per share (most directly comparable GAAP-based measure)3.422.062.96
Weighted average shares - diluted (non-GAAP)10,43510,70611,106
Diluted earnings per share, adjusted (non-GAAP)$3.51 $3.25 $2.96 

69

If the Company wants to, or is compelled to, raise additional capital in the future, that capital may not be available when it is needed and on terms favorable to current shareholders.
The market price of our common stock has been subject to volatility.
The Parent Company's primary source of income is dividends received from its bank subsidiary.
Other risks and uncertainties.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk comprises exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market rate or price risks. For domestic banks, includingIn the Company, the majoritybanking industry, a major risk exposure is changing interest rates. The primary objective of marketmonitoring our interest rate sensitivity, or risk, is related to provide management the tools necessary to manage the balance sheet to minimize adverse changes in net interest income as a result of changes in the direction and level of interest rates. FRB monetary control efforts, the effects of deregulation, economic uncertainty and legislative changes have been significant factors affecting the task of managing interest rate risk. Interest rate sensitivity management requires the maintenance of an appropriate balance between reward,positions in the form of net interest margin, and risk as measured by the amount of earnings and value at risk.recent years.
Interest Rate Risk
Interest rate risk is the exposure to fluctuations in the Company’sBank’s future earnings (earnings at risk) and value (value at risk) resulting from changes in interest rates. This exposure results from differences between the amounts of interest-earning assets and interest-bearing liabilities that reprice within a specified time period as a result of scheduled maturities, scheduled and unscheduled repayments, the propensity of borrowers and depositors to react to changes in their economic interests, and security andloan contractual interest rate changes.
Management attemptsWe attempt to manage the level of repricing and maturity mismatch through itsour asset/liability management process so that fluctuations in net interest income are maintained within policy limits across a range of market conditions, while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent,

appropriate and necessary to ensure the Company’sBank’s profitability. Thus, the goal of interest rate risk management is to evaluate the amount of reward for taking risk and adjusting both the size and composition of the balance sheet relative to the level of reward available for taking risk.
Management endeavors to control the exposure to changes in interest rates by understanding, reviewing and making decisions based on its risk position. The CompanyBank primarily uses its securities portfolio, FHLB advances, interest rate swaps and brokered deposits to manage its interest rate risk position. Additionally, pricing, promotion and product development activities are directed in an effort to emphasize the loan and deposit term or repricing characteristics that best meet current interest rate risk objectives. At present, we do not
We use hedging instruments for risk management, but we do evaluate them and may use them in the future.
The asset/liability committee operates under management policies, approved by the Board of Directors, which define guidelines and limits on the level of risk.
The Company uses simulation analysis to assess earnings at risk and net present value analysis to assess value at risk. These methods allow management to regularly monitor both the direction and magnitude of the Company’sour interest rate risk exposure. These modeling techniques involveanalyses require numerous assumptions including, but not limited to, changes in balance sheet mix, prepayment rates on loans and estimates that inherently cannot be measured with complete precision. Key assumptions in the analyses include maturitysecurities, cash flows and repricing characteristics of assetsall financial instruments, changes in volumes and liabilities, prepayments on amortizing assets, non-maturity deposit sensitivity, and loanpricing, future shapes of the yield curve, relationship of market interest rates to each other (basis risk), credit spread and deposit pricing. These assumptionssensitivity. Assumptions are inherently uncertainbased on management’s best estimates, but may not accurately reflect actual results under certain changes in interest rate due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and providing a relative gauge of the Company’sour interest rate risk position over time.
Earnings at RiskOur asset/liability committee operates under management policies, approved by the Board of Directors, which define guidelines and limits on the level of risk. The committee meets regularly and reviews our interest rate risk position and monitors various liquidity ratios to ensure a satisfactory liquidity position. By utilizing our analyses, we can determine changes that may need to be made to the asset and liability mixes to mitigate the change in net interest income under various interest rate scenarios. Management continually evaluates the condition of the economy, the pattern of market interest rates and other economic data to inform the committee on the selection of investment securities. Regulatory authorities also monitor our interest rate risk position along with other liquidity ratios.
Net Interest Income Sensitivity
Simulation analysis evaluates the effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of the Company’sour short-term interest rate risk. The analysis assumes recent pricing trends in new loan and deposit volumes will continue while the amount of investment securities remainsbalances remain constant. Additional assumptions are applied to modify volumes and pricing under the various rate scenarios. These include prepayment assumptions on mortgage assets, sensitivity of non-maturity deposit rates, and other factors deemed significant.
The simulation analysis results are presented in the Earnings at Risk table below. At December 31, 2017, these results indicate2023, the Company would expectdecrease in net interest income to decrease overin the next twelve months by 6.5%, assumingup 200 basis points rising interest rate scenario is the result of the assumption that funding costs will increase faster than the yields on interest earning assets. Results in the falling interest rate scenario project a downward shock in market interest rates of 1.00%, and to decrease by 4.9% assuming an upward shock of 2.00%. A decrease in net interest ratesincome as a result of 1.00% would create an environmentlong-term fixed rate funding added to the balance sheet in which deposit rates could not practically decline further.
The simulation analysis results2023. Additionally, in the model at December 31, 2016 exhibited slightly greater sensitivity2023, funding pressure is not expected to both risingabate within the first twelve months of a rates falling scenario, while the model at December 31, 2022 assumed faster repricing between those periods. The Bank is currently liability sensitive
70

according to the model as interest rates and a declining rate environment.bearing liabilities are expected to reprice faster than interest earning assets. If interest bearing liabilities reprice slower than modeled, the pressure on net interest income may be reduced.
Economic Value at Risk
Net present value analysis provides information on the risk inherent in the balance sheet that might not be taken into accountconsidered in the simulation analysis due to the short time horizon used in that analysis. The net present value of the balance sheet is defined asincorporates the discounted present value of expected asset cash flows minus the discounted present value of the expected liability cash flows. The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer termlonger-term repricing risk and options embedded in the balance sheet.
The net present value analysis results are presentedat December 31, 2023 and 2022 reflect the impact of the FOMC's interest rate increases in effect at the end of each period. Funding cost and repricing speed will continue to be a factor in the Value at Risk table below. Atresults of the model. The behavior of the business and retail clients also varies across the rate scenarios, which is reflected in the results. For the December 31, 2017, these2023 modeling, enhancements were implemented to provide a more granular analysis, which reflects the business and retail accounts experience different rate sensitivities and average lives. To improve comparability across periods, the Bank strives to follow best practices related to the assumption setting and maintains the size and mix of the period end balance sheet; thus, the results indicatedo not reflect actions management may take through the normal course of business that the net present value would decrease 7.2% assuming a downward shock in market interest rates of 1.00% and decrease 5.4% assuming an upward shock of 2.00%.impact results.

Earnings at RiskValue at Risk
% Change in Net Interest Income% Change in Market Value
Change in Market Interest RatesDecember 31, 2023December 31, 2022Change in Market Interest RatesDecember 31, 2023December 31, 2022
(200)(5.9)%4.7 %(200)(15.6)%(27.7)%
(100)(3.6)%4.8 %(100)(4.3)%(9.3)%
100 0.1 %(2.6)%100 0.1 %3.8 %
200 (1.0)%(6.1)%200 (2.2)%4.0 %
Earnings at Risk Value at Risk
  % Change in Net Interest Income   % Change in Market Value
Change in Market Interest Rates December 31, 2017 December 31, 2016 Change in Market Interest Rates December 31, 2017 December 31, 2016
           
(100) (6.5%) (3.3%) (100) (7.2%) (1.0%)
100
 (1.3%) (1.5%) 100
 (1.8%) (1.5%)
200
 (4.9%) (2.5%) 200
 (5.4%) (2.9%)

Further discussion related to the quantitative and qualitative disclosures about market risk is included under the heading of Liquidity and Rate Sensitivity in Item 7, of Management's Discussion and Analysis of Financial Condition and Results of Operations.



71

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SUMMARY OF QUARTERLY FINANCIAL DATA
The following table presents unaudited quarterly results of operations for the years ended December 31, are as follows:31.
 2023
Quarter Ended
2022
Quarter Ended
DecemberSeptemberJuneMarchDecemberSeptemberJuneMarch
Interest income$40,028 $38,691 $36,901 $34,277 $32,095 $27,419 $25,350 $23,790 
Interest expense14,010 12,472 10,526 7,983 4,611 1,964 1,232 1,217 
Net interest income26,018 26,219 26,375 26,294 27,484 25,455 24,118 22,573 
Provision for credit losses418 136 399 729 585 1,500 1,775 300 
Net interest income after provision for credit losses25,600 26,083 25,976 25,565 26,899 23,955 22,343 22,273 
Investment securities (losses) gains(39)2 (2)(8)(14)(3)(146)
Other noninterest income6,530 5,923 7,160 6,086 6,223 6,072 7,197 7,620 
Merger-related expenses1,059    — — — — 
Provision for legal settlement    — 13,000 — — 
Restructuring expenses    — 3,155 — — 
Other noninterest expenses21,333 20,447 20,749 20,255 21,236 20,257 18,794 19,364 
Income (loss) before income tax expense9,699 11,561 12,385 11,388 11,889 (6,399)10,743 10,383 
Income tax expense (benefit)2,056 2,535 2,547 2,232 2,263 (1,571)1,872 2,015 
Net income (loss)$7,643 $9,026 $9,838 $9,156 $9,626 $(4,828)$8,871 $8,368 
Per share information:
Basic earnings (loss) per share (a)
$0.74 $0.87 $0.95 $0.88 $0.93 $(0.47)$0.84 $0.77 
Diluted earnings (loss) per share (a)
0.73 0.87 0.94 0.87 0.91 (0.47)0.83 0.76 
Dividends paid per share0.20 0.20 0.20 0.20 0.19 0.19 0.19 0.19 
  (a) Sum of the quarters may not equal the total year due to rounding.

72
 2017
Quarter Ended
 2016
Quarter Ended
(Dollars in thousands, except per
share information)
December September June March December September June March
                
Interest and dividend income$13,619
 $13,098
 $12,468
 $11,830
 $11,075
 $10,654
 $10,272
 $9,961
Interest expense2,284
 2,017
 1,750
 1,593
 1,365
 1,420
 1,321
 1,311
Net interest income11,335
 11,081
 10,718
 10,237
 9,710
 9,234
 8,951
 8,650
Provision for loan losses800
 100
 100
 0
 0
 250
 0
 0
Net interest income after provision for loan losses10,535
 10,981
 10,618
 10,237
 9,710
 8,984
 8,951
 8,650
Investment securities gains0
 533
 654
 3
 0
 0
 0
 1,420
Noninterest income5,173
 4,723
 4,969
 4,332
 4,969
 4,568
 4,537
 4,245
Noninterest expenses12,680
 13,087
 12,417
 12,146
 12,476
 11,985
 12,558
 11,121
Income before income tax expense3,028
 3,150
 3,824
 2,426
 2,203
 1,567
 930
 3,194
Income tax expense3,022
 376
 516
 424
 275
 125
 252
 614
Net income$6
 $2,774
 $3,308
 $2,002
 $1,928
 $1,442
 $678
 $2,580
                
Per share information:               
Basic earnings per share$0.00
 $0.34
 $0.41
 $0.25
 $0.24
 $0.18
 $0.08
 $0.32
Diluted earnings per share (a)
0.00
 0.34
 0.40
 0.24
 0.24
 0.18
 0.08
 0.32
Dividends per share0.12
 0.10
 0.10
 0.10
 0.09
 0.09
 0.09
 0.08
  (a) Sum of the quarters may not equal the total year due to rounding.        

Index to Financial Statements and Supplementary Data



73

Management’s Report on Internal Control Over Financial Reporting
The management of Orrstown Financial Services, Inc., together with its consolidated subsidiaries (the "Company"), has the responsibility for establishing and maintaining an adequate internal control structure and procedures for financial reporting. Management maintains a comprehensive system of internal control to provide reasonable assurance of the proper authorization of transactions, the safeguarding of assets and the reliability of the financial records. The system of internal control provides for appropriate division of responsibility and is documented by written policies and procedures that are communicated to employees. The Company maintains an internal auditing program, under the supervision of the Audit Committee of the Board of Directors, which independently assesses the effectiveness of the system of internal control and recommends possible improvements.
Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its internal control over financial reporting at December 31, 2017,2023, using the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management has concluded that, at December 31, 2017,2023, the Company’s internal control over financial reporting is effective based on the criteria established in Internal Control-Integrated Framework (2013).
Crowe Horwath LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,2023, as stated in their report dated March 9, 2018.14, 2024.
/s/ Thomas R. Quinn, Jr./s/ David P. BoyleNeelesh Kalani
Thomas R. Quinn, Jr.David P. BoyleNeelesh Kalani
President and Chief Executive OfficerExecutive Vice President and Chief Financial Officer
March 9, 201814, 2024


74

Crowe Horwath LLP
Independent Member Crowe Horwath International



Crowe%202018.jpg





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm





Shareholders and the Board of Directors of Orrstown Financial Services, Inc.
Shippensburg, Pennsylvania


Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Orrstown Financial Services, Inc. (the "Company") as of December 31, 20172023 and 2016,2022, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017,2023, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 20172023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.

Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2023 due to the adoption of Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles. The adoption of the new credit loss standard and its subsequent application is also communicated as a critical audit matter below.
Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

75

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses

In accordance with ASU 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Company adopted Accounting Standards Codification (“ASC”) 326 as of January 1, 2023 as described in Notes 1 and 4 of the financial statements. See also the explanatory paragraph above. The allowance for credit losses (the “ACL”) is an accounting estimate of expected credit losses over the life of loans. The ASU requires the Company’s loan portfolio, measured at amortized cost, to be presented at the net amount expected to be collected. Estimates of expected credit losses for loans are based on historical experience, current conditions and reasonable and supportable forecasts over the life of the loans. In order to estimate the expected credit losses, the Company replaced the incurred loss model under the previous standard with the lifetime expected loss

76

model. The Company disclosed the impact of adoption of this standard on January 1, 2023 with a $2.4 million increase to the ACL and a $2.0 million decrease to retained earnings for the cumulative effect adjustment recorded upon adoption.
The Company measures expected credit losses based on loans collectively evaluated when similar risk characteristics exist primarily utilizing a discounted cash flow (“DCF”) model. The DCF methodology applies the probability of default (“PD”), using a loss driver model and loss given default (“LGD”), to discount loan-level cash flows that are adjusted for prepayments and curtailments. The PD 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 Company adjusts its quantitative results through certain qualitative factors to reflect the extent current and expected conditions differ from the conditions that existed for the period over which historical information and reasonable and supportable economic forecast was evaluated.
Auditing the ACL was identified by us as a critical audit matter because of the significant auditor judgment applied and significant audit effort required, including the need to involve our valuation services specialists, to evaluate the subjective and complex judgments made by management throughout the initial adoption and subsequent application processes, including the loss estimation model, significant assumptions related to the loss driver analysis, PD and LGD inputs into the DCF model and qualitative factors.
The primary procedures performed to address the critical audit matter included:
Testing the effectiveness of management's controls addressing:
Management’s selection of the DCF model, including evaluation of the appropriateness of the loss driver analysis, PD and LGD curves input into the model.
Management’s review of the relevance and reliability of data used in the DCF model and in determination of the qualitative factors.
Management’s review over the evaluation of the appropriateness of the key assumptions and judgments used in the determination of qualitative factors.

Substantive testing included:
Evaluating the appropriateness of the Company's methodology applied in the adoption of ASC 326.
Evaluating the appropriateness of the loss driver analysis and the reasonableness of PD and LGD curves into the DCF model, assisted by our valuation services specialists.
Evaluating the relevance and reliability of data used in the DCF model.
Evaluating the judgments for developing the qualitative framework and evaluating the relevance of data used in applying qualitative factors, including evaluating assumptions for reasonableness.

/s/ Crowe Horwath LLP


We have served as the Company's auditor since 2014.


Cleveland, OhioWashington, D.C.
March 9, 201814, 2024


77


Consolidated Balance Sheets
ORRSTOWN FINANCIAL SERVICES, INC.
 December 31,
(Dollars in thousands, except per share data)2017 2016
Assets   
Cash and due from banks$21,734
 $16,072
Interest-bearing deposits with banks8,073
 14,201
Cash and cash equivalents29,807
 30,273
Restricted investments in bank stocks9,997
 7,970
Securities available for sale415,308
 400,154
Loans held for sale6,089
 2,768
Loans1,010,012
 883,391
Less: Allowance for loan losses(12,796) (12,775)
Net loans997,216
 870,616
Premises and equipment, net34,809
 34,871
Cash surrender value of life insurance33,570
 32,102
Accrued interest receivable5,048
 4,672
Other assets27,005
 31,078
Total assets$1,558,849
 $1,414,504
Liabilities   
Deposits:   
Noninterest-bearing$162,343
 $150,747
Interest-bearing1,057,172
 1,001,705
Total deposits1,219,515
 1,152,452
Short-term borrowings93,576
 87,864
Long-term debt83,815
 24,163
Accrued interest and other liabilities17,178
 15,166
Total liabilities1,414,084
 1,279,645
Shareholders’ Equity   
Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding0
 0
Common stock, no par value—$0.05205 stated value per share 50,000,000 shares authorized; 8,347,856 and 8,343,435 shares issued; 8,347,039 and 8,285,733 shares outstanding435
 437
Additional paid—in capital125,458
 124,935
Retained earnings16,042
 11,669
Accumulated other comprehensive income (loss)2,845
 (1,165)
Treasury stock—common, 817 and 57,702 shares, at cost(15) (1,017)
Total shareholders’ equity144,765
 134,859
Total liabilities and shareholders’ equity$1,558,849
 $1,414,504
 December 31,
(Dollars in thousands, except per share amounts)20232022
Assets
Cash and due from banks$32,586 $28,477 
Interest-bearing deposits with banks32,575 32,346 
Cash and cash equivalents65,161 60,823 
Restricted investments in bank stocks11,992 10,642 
Securities available-for-sale (amortized cost of $549,089 and $563,278 at December 31, 2023 and 2022, respectively)513,519 513,728 
Loans held for sale, at fair value5,816 10,880 
Loans2,298,313 2,151,232 
Less: Allowance for credit losses(28,702)(25,178)
Net loans2,269,611 2,126,054 
Premises and equipment, net29,393 29,328 
Cash surrender value of life insurance73,204 71,760 
Goodwill18,724 18,724 
Other intangible assets, net2,414 3,078 
Accrued interest receivable13,630 11,027 
Deferred tax asset, net22,017 24,031 
Other assets38,759 42,333 
Total assets$3,064,240 $2,922,408 
Liabilities
Deposits:
Noninterest-bearing$430,959 $494,131 
Interest-bearing2,127,855 1,950,807 
Deposits held for assumption in connection with sale of bank branch 31,307 
Total deposits2,558,814 2,476,246 
Securities sold under agreements to repurchase and federal funds purchased9,785 17,251 
FHLB advances and other borrowings137,500 106,139 
Subordinated notes32,093 32,026 
Other liabilities60,992 61,850 
Total liabilities2,799,184 2,693,512 
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding — 
Common stock, no par value—$0.05205 stated value per share 50,000,000 shares authorized; 11,204,599 shares issued and 10,612,390 outstanding at December 31, 2023; 11,229,242 shares issued and 10,671,413 outstanding at December 31, 2022583 584 
Additional paid—in capital189,027 189,264 
Retained earnings117,667 92,473 
Accumulated other comprehensive loss(28,476)(39,913)
Treasury stock— 592,209 and 557,829 shares, at cost, at December 31, 2023 and 2022, respectively(13,745)(13,512)
Total shareholders’ equity265,056 228,896 
Total liabilities and shareholders’ equity$3,064,240 $2,922,408 
The Notes to Consolidated Financial Statements are an integral part of these statements.

78


Consolidated Statements of Income
ORRSTOWN FINANCIAL SERVICES, INC.
 Years Ended December 31,
(Dollars in thousands, except per share information)2017 2016 2015
Interest and dividend income     
Interest and fees on loans$40,185
 $33,916
 $30,798
Interest and dividends on investment securities     
Taxable7,478
 6,012
 6,697
Tax-exempt3,134
 1,826
 1,059
Short term investments218
 208
 81
Total interest and dividend income51,015
 41,962
 38,635
Interest expense     
Interest on deposits6,134
 4,811
 3,606
Interest on short-term borrowings784
 187
 295
Interest on long-term debt726
 419
 400
Total interest expense7,644
 5,417
 4,301
Net interest income43,371
 36,545
 34,334
Provision for loan losses1,000
 250
 (603)
Net interest income after provision for loan losses42,371
 36,295
 34,937
Noninterest income     
Service charges on deposit accounts5,675
 5,445
 5,226
Other service charges, commissions and fees1,008
 994
 1,223
Trust and investment management income6,400
 5,091
 4,598
Brokerage income1,896
 1,933
 2,025
Mortgage banking activities2,919
 3,412
 2,747
Earnings on life insurance1,109
 1,099
 1,025
Other income190
 345
 410
Investment securities gains1,190
 1,420
 1,924
Total noninterest income20,387
 19,739
 19,178
Noninterest expenses     
Salaries and employee benefits30,145
 26,370
 24,056
Occupancy2,806
 2,491
 2,221
Furniture and equipment3,434
 3,335
 3,061
Data processing2,271
 2,378
 2,026
Telephone and communication647
 740
 692
Automated teller and interchange fees767
 748
 798
Advertising and bank promotions1,600
 1,717
 1,564
FDIC insurance606
 775
 859
Legal fees802
 850
 1,440
Other professional services1,571
 1,332
 1,262
Directors' compensation996
 969
 737
Collection and problem loan186
 238
 447
Real estate owned69
 239
 162
Taxes other than income866
 767
 916
Regulatory settlement0
 1,000
 0
Other operating expenses3,564
 4,191
 4,366
Total noninterest expenses50,330
 48,140
 44,607
Income before income tax expense12,428
 7,894
 9,508
Income tax expense4,338
 1,266
 1,634
Net income$8,090
 $6,628
 $7,874
      
Per share information:     
Basic earnings per share$1.00
 $0.82
 $0.97
Diluted earnings per share0.98
 0.81
 0.97
Dividends per share0.42
 0.35
 0.22
Years Ended December 31,
(Dollars in thousands, except per share amounts)202320222021
Interest income
Loans$126,595 $93,528 $84,227 
Investment securities - taxable18,031 10,237 6,622 
Investment securities - tax-exempt3,462 4,115 2,493 
Short term investments1,809 774 353 
Total interest income149,897 108,654 93,695 
Interest expense
Deposits37,510 6,337 4,199 
Securities sold under agreements to repurchase and federal funds purchased114 44 31 
FHLB advances and other borrowings5,350 630 482 
Subordinated notes2,017 2,013 2,009 
Total interest expense44,991 9,024 6,721 
Net interest income104,906 99,630 86,974 
Provision for credit losses1,682 4,160 1,090 
Net interest income after provision for credit losses103,224 95,470 85,884 
Noninterest income
Service charges on deposit accounts3,949 3,826 3,047 
Interchange income3,873 4,055 4,129 
Other service charges, commissions and fees917 788 646 
Swap fee income1,039 2,632 293 
Trust and investment management income7,691 7,631 7,896 
Brokerage income3,649 3,620 3,571 
Mortgage banking activities591 407 5,909 
Income from life insurance2,482 2,339 2,273 
Investment securities (losses) gains(47)(160)638 
Other income1,508 1,814 750 
Total noninterest income25,652 26,952 29,152 
Noninterest expenses
Salaries and employee benefits50,983 48,004 44,002 
Occupancy4,342 4,729 4,731 
Furniture and equipment5,251 5,083 5,115 
Data processing4,913 4,560 4,061 
Automated teller and interchange fees1,252 1,287 1,202 
Advertising and bank promotions2,157 2,264 2,178 
FDIC insurance1,960 1,083 816 
Professional services2,905 3,254 2,555 
Directors' compensation915 938 865 
Taxes other than income1,050 1,391 1,321 
Intangible asset amortization953 1,105 1,275 
Merger-related expenses1,059 — — 
Provision for legal settlement 13,000 — 
Restructuring expenses 3,155 — 
Other operating expenses6,103 5,953 6,020 
Total noninterest expenses83,843 95,806 74,141 
Income before income tax expense45,033 26,616 40,895 
Income tax expense9,370 4,579 8,014 
Net income$35,663 $22,037 $32,881 
Per share information:
Basic earnings per share$3.45 $2.09 $3.00 
Diluted earnings per share3.42 2.06 2.96 
Dividends paid per share0.80 0.76 0.74 
The Notes to Consolidated Financial Statements are an integral part of these statements.

79

Consolidated Statements of Comprehensive Income (Loss)
ORRSTOWN FINANCIAL SERVICES, INC.
 Years Ended December 31,
(Dollars in thousands)2017 2016 2015
      
Net income$8,090
 $6,628
 $7,874
Other comprehensive income (loss), net of tax:     
Unrealized holding gains (losses) on securities available for sale arising during the period6,557
 (2,190) 1,345
Reclassification adjustment for gains realized in net income(1,190) (1,420) (1,924)
Net unrealized gains (losses)5,367
 (3,610) (579)
Tax effect(1,586) 1,246
 202
Total other comprehensive income (loss), net of tax and reclassification adjustments3,781
 (2,364) (377)
Total comprehensive income$11,871
 $4,264
 $7,497
Years Ended December 31,
(Dollars in thousands)202320222021
Net income$35,663 $22,037 $32,881 
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities available-for-sale arising during the period13,936 (55,321)775 
Reclassification adjustment for losses (gains) realized in net income44 139 (609)
Net unrealized gains (losses) on securities available-for-sale13,980 (55,182)166 
Tax effect(3,075)11,588 (35)
Total other comprehensive income (loss), net of tax and reclassification adjustments on securities available-for-sale10,905 (43,594)131 
Unrealized gains (losses) on interest rate swaps used in cash flow hedges682 (972)473 
Reclassification adjustment for losses realized in net income — 757 
Net unrealized gains (losses) on interest rate swaps used in cash flow hedges682 (972)1,230 
Tax effect(150)204 (258)
Total other comprehensive gain (loss), net of tax and reclassification adjustments on interest rate swaps used in cash flow hedges532 (768)972 
Total other comprehensive income (loss), net of tax and reclassification adjustments11,437 (44,362)1,103 
Total comprehensive income (loss)$47,100 $(22,325)$33,984 
The Notes to Consolidated Financial Statements are an integral part of these statements.



80

Consolidated Statements of Changes in Shareholders’ Equity
ORRSTOWN FINANCIAL SERVICES, INC.
 Years Ended December 31, 2017, 2016, and 2015
(Dollars in thousands, except per share data)
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
Shareholders’
Equity
            
Balance, January 1, 2015$430
 $123,392
 $1,887
 $1,576
 $(20) $127,265
Net income0
 0
 7,874
 0
 0
 7,874
Total other comprehensive loss, net of taxes0
 0
 0
 (377) 0
 (377)
Cash dividends ($0.22 per share)0
 0
 (1,822) 0
 0
 (1,822)
Share-based compensation plans:           
Issuance of stock (50,686 shares), including compensation expense of $7405
 835
 0
 0
 0
 840
Issuance of stock through dividend reinvestment plan (5,239 shares)0
 90
 0
 0
 0
 90
Acquisition of treasury stock (47,077 shares)0
 0
 0
 0
 (809) (809)
Balance, December 31, 2015435
 124,317
 7,939
 1,199
 (829) 133,061
Net income0
 0
 6,628
 0
 0
 6,628
Total other comprehensive loss, net of taxes0
 0
 0
 (2,364) 0
 (2,364)
Cash dividends ($0.35 per share)0
 0
 (2,898) 0
 0
 (2,898)
Share-based compensation plans:           
Issuance of stock (22,956 common shares and 25,834 treasury shares), including compensation expense of $9582
 618
 0
 0
 443
 1,063
Acquisition of treasury stock (35,648 shares)0
 0
 0
 0
 (631) (631)
Balance, December 31, 2016437
 124,935
 11,669
 (1,165) (1,017) 134,859
Net income0
 0
 8,090
 0
 0
 8,090
Reclassification of disproportionate tax effects from accumulated other comprehensive income (loss) to retained earnings0
 0
 (229) 229
 0
 0
Total other comprehensive income, net of taxes0
 0
 0
 3,781
 0
 3,781
Cash dividends ($0.42 per share)0
 0
 (3,488) 
 0
 (3,488)
Share-based compensation plans:           
Issuance of stock (4,421 net common shares and 56,885 treasury shares issued), including compensation expense of $1,386(2) 523
 0
 0
 1,002
 1,523
Balance, December 31, 2017$435
 $125,458
 $16,042
 $2,845
 $(15) $144,765
 Years Ended December 31, 2023, 2022 and 2021
(Dollars in thousands, except per share amounts)
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Shareholders’
Equity
Balance, January 1, 2021$586 $189,066 $54,099 $3,346 $(848)$246,249 
Net income— — 32,881 — — 32,881 
Total other comprehensive income, net of taxes— — — 1,103 — 1,103 
Cash dividends ($0.74 per share)— — (8,280)— — (8,280)
Share-based compensation plans:
1,121 net common shares issued and 19,388 net treasury shares acquired, including compensation expense totaling $1,949— 623 — — (920)(297)
Balance, December 31, 2021586 189,689 78,700 4,449 (1,768)271,656 
Net income— — 22,037 — — 22,037 
Total other comprehensive loss, net of taxes— — — (44,362)— (44,362)
Cash dividends ($0.76 per share)— — (8,264)— — (8,264)
Share-based compensation plans:
28,925 net common shares acquired and 482,712 net treasury shares acquired, including compensation expense totaling $2,154(2)(425)— — (11,744)(12,171)
Balance, December 31, 2022584 189,264 92,473 (39,913)(13,512)228,896 
Cumulative effect of change in accounting principle (Note 4)  (1,984)  (1,984)
Net income  35,663   35,663 
Total other comprehensive income, net of taxes   11,437  11,437 
Cash dividends ($0.80 per share)  (8,485)  (8,485)
Share-based compensation plans:
24,643 net common shares acquired and 34,380 net treasury shares acquired, including compensation expense totaling $2,356(1)(237)  (233)(471)
Balance, December 31, 2023$583 $189,027 $117,667 $(28,476)$(13,745)$265,056 
The Notes to Consolidated Financial Statements are an integral part of these statements.

81

Consolidated Statements of Cash Flows
ORRSTOWN FINANCIAL SERVICES, INC.
 Years Ended December 31,
(Dollars in thousands)202320222021
Cash flows from operating activities
Net income$35,663 $22,037 $32,881 
Adjustments to reconcile net income to net cash provided by operating activities:
Net premium amortization (discount accretion)2,040 1,893 (436)
Depreciation and amortization expense4,340 4,620 5,305 
Provision for credit losses1,682 4,160 1,090 
Share-based compensation2,356 2,154 1,949 
Gains on sales of loans originated for sale(283)(1,283)(5,222)
Fair value adjustment on loans held for sale323 1,373 255 
Mortgage loans originated for sale(18,437)(82,708)(197,167)
Proceeds from sales of loans originated for sale23,461 77,291 204,102 
Gains on sale of portfolio loans (306)— 
Net gain on disposal of OREO and premises held for sale(436)— (327)
Writedown of OREO and premises held for sale 1,297 — 
Net loss on disposal of premises and equipment252 530 22 
Deferred income tax (benefit) expense(651)(591)942 
Investment securities losses (gains)47 160 (638)
Provision for legal settlement 13,000 — 
Payment of legal settlement (13,000)— 
Return on investments in limited partnerships(43)(976)— 
Net losses on derivatives373 114 200 
Loss on derivative terminations — 514 
Income from life insurance(2,482)(2,339)(2,273)
Premium on branch sale(1,102)— — 
Decrease (increase) in accrued interest receivable and other assets1,571 (4,168)(3,200)
(Decrease) increase in accrued interest payable and other liabilities(5,651)10,891 1,281 
Other, net678 2,043 1,533 
Net cash provided by operating activities43,701 36,192 40,811 
Cash flows from investing activities
Proceeds from sales of AFS securities22,006 31,330 149,038 
Maturities, repayments and calls of AFS securities34,989 50,105 39,082 
Purchases of AFS securities(45,565)(181,529)(195,049)
Net (purchases) redemptions of restricted investments in bank stocks(1,350)(3,390)3,311 
Net distributions from investments in limited partnerships166 1,410 — 
Net (increase) decrease in loans(145,301)(172,607)1,396 
Proceeds from sales of portfolio loans 4,443 385 
Investment in limited partnerships(1,037)— — 
Purchases of bank premises and equipment(2,293)(895)(1,254)
Proceeds from disposal of OREO and premises held for sale2,536 — 1,078 
Proceeds from disposal of bank premises and equipment43 — — 
Net cash paid in branch sale(17,641)— — 
Death benefit proceeds from life insurance contracts342 142 — 
Other(143)— — 
Net cash used in investing activities(153,248)(270,991)(2,013)
(continued)
82

 Years Ended December 31,
(Dollars in thousands)2017 2016 2015
Cash flows from operating activities     
Net income$8,090
 $6,628
 $7,874
Adjustments to reconcile net income to net cash provided by operating activities:     
Amortization of premiums on securities available for sale4,034
 5,295
 6,033
Depreciation and amortization3,265
 2,951
 2,907
Provision for loan losses1,000
 250
 (603)
Share-based compensation1,386
 958
 740
Gain on sales of loans originated for sale(2,447) (2,998) (2,344)
Mortgage loans originated for sale(104,512) (108,632) (85,995)
Proceeds from sales of loans originated for sale103,131
 114,139
 85,116
Gain on sale of portfolio loans(32) 0
 0
Net gain on disposal of other real estate owned(18) (182) (234)
Writedown of other real estate owned4
 183
 45
Net (gain) loss on disposal of premises and equipment(18) 147
 0
Deferred income taxes3,078
 (232) 797
Investment securities gains(1,190) (1,420) (1,924)
Earnings on cash surrender value of life insurance(1,109) (1,099) (1,025)
Increase in accrued interest receivable(376) (827) (748)
Increase in accrued interest payable and other liabilities2,012
 561
 2,017
Other, net52
 (135) (498)
Net cash provided by operating activities16,350
 15,587
 12,158
Cash flows from investing activities     
Proceeds from sales of available for sale securities162,320
 64,742
 65,611
Maturities, repayments and calls of available for sale securities28,768
 30,192
 32,251
Purchases of available for sale securities(203,719) (108,448) (120,475)
Net (purchases) redemptions of restricted investments in bank stocks(2,027) 750
 (370)
Net increase in loans(130,791) (108,509) (78,776)
Proceeds from sales of portfolio loans2,195
 5,100
 0
Investment in affordable housing limited partnerships0
 0
 (2,205)
Purchases of bank premises and equipment(2,653) (13,369) (1,471)
Improvements to other real estate owned(9) 0
 0
Proceeds from disposal of other real estate owned541
 1,090
 1,839
Proceeds from disposal of bank premises and equipment83
 0
 0
Purchases of bank owned life insurance(600) 0
 (3,750)
Other0
 (439) 0
Net cash used in investing activities(145,892) (128,891) (107,346)
Cash flows from financing activities     
Net increase in deposits67,063
 120,285
 82,463
Net increase (decrease) in short-term borrowings5,712
 (1,292) 2,414
Proceeds from long-term debt80,000
 0
 20,000
Payments on long-term debt(20,348) (332) (10,317)
Dividends paid(3,488) (2,898) (1,822)
Net proceeds from issuance of common stock0
 105
 190
Acquisition of treasury stock0
 (631) (809)
Net proceeds from issuance of treasury stock137
 0
 0
Net cash provided by financing activities129,076
 115,237
 92,119
Net increase (decrease) in cash and cash equivalents(466) 1,933
 (3,069)
Cash and cash equivalents at beginning of year30,273
 28,340
 31,409
Cash and cash equivalents at end of year$29,807
 $30,273
 $28,340
Supplemental disclosure of cash flow information:     
Cash paid during the year for:     
Interest$7,586
 $5,346
 $4,208
Income taxes1,638
 1,300
 800
Supplemental schedule of noncash investing and financing activities:     
Other real estate acquired in settlement of loans1,007
 688
 1,428
Years Ended December 31,
(Dollars in thousands)202320222021
Cash flows from financing activities
Net increase in deposits101,302 11,307 108,020 
Net (decrease) increase in borrowings with original maturities less than 90 days(14,650)98,634 3,835 
Proceeds from FHLB advances with original maturities greater than 90 days40,000 — — 
Payments on FHLB advances with original maturities greater than 90 days(1,455)(441)(56,149)
Settlement of terminated derivatives — (525)
Dividends paid(8,485)(8,264)(8,280)
Acquisition of treasury stock(2,585)(14,172)(1,869)
Shares repurchased as treasury stock for employee taxes associated with restricted stock vesting(378)(285)(514)
Proceeds from issuance of employee stock purchase plan shares136 133 136 
Net cash provided by financing activities113,885 86,912 44,654 
Net increase (decrease) in cash and cash equivalents4,338 (147,887)83,452 
Cash and cash equivalents at beginning of year60,823 208,710 125,258 
Cash and cash equivalents at end of year$65,161 $60,823 $208,710 
The Notes to Consolidated Financial Statements are an integral part

Years Ended December 31,
(Dollars in thousands)202320222021
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest$42,888 $8,721 $6,805 
Income taxes7,450 4,900 4,400 
Supplemental schedule of noncash investing and financing activities:
Loans transferred from LHFS to portfolio loans 1,510 — 
OREO acquired in settlement of loans85 — — 
Premises and equipment transferred to held for sale 2,991 — 
Lease liabilities arising from obtaining ROU assets2,416 94 2,865 
Deposits held for assumption in connection with sale of bank branch 31,307 — 
The Notes to Consolidated Financial Statements are an integral part of these statements.

83


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. and subsidiaries is a financial holding company that operates Orrstown Bank, a commercial bank withproviding banking and financial advisory officesservices in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and PerryYork Counties, of Pennsylvania, and in Anne Arundel, Baltimore, Howard and Washington County, MarylandCounties, Maryland. The Company operates in the community banking segment and Wheatland Advisors, Inc., a registered investment advisor non-bank subsidiary, headquartered in Lancaster, Pennsylvania, and which was acquired in December 2016. The Bank engages in lending activities, including commercial, residential, commercial mortgages, construction, municipal, and various forms of consumer lending. Depositlending, and deposit services, includeincluding checking, savings, time, and money market deposits. The BankCompany’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 through its OFA division.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 subsidiaries,subsidiary, the Bank and Wheatland.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 yearyears' amounts to conform with current year classifications. In December 2016,These reclassifications did not have a material impact on the Company acquired Wheatland. TheCompany's consolidated financial condition or results of operations or assets acquired and liabilities assumed are included only from the date of acquisition. Pro forma financial information for the acquisition has not been included because the acquisition was not material.

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.

The preparation ofTo prepare financial statements in conformity with GAAP requiresaccounting principles generally accepted in the United States of America, management to makemakes estimates and assumptions thatbased on available information. These estimates and assumptions affect the amounts reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date ofin the financial statements and the reported amounts of revenuesdisclosures provided, and expenses during the reporting periods. Actualactual results could differ from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the ALL and income taxes.differ.
Concentration of Credit Risk – The Company grants commercial, residential, construction, municipal, and various forms of consumer lending to customersclients primarily in its market area of Berks, Cumberland, Dauphin, Franklin, Lancaster, and Perry Counties ofin south central Pennsylvania and in the greater Baltimore region and Washington County, Maryland.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 customers’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 customer’sclients' creditworthiness on a case-by-case basis. The amount of collateral obtained if collateral is deemed necessary by the Company upon the extension of credit is based on management’s credit evaluation of the customer. Collateralclient. Types of collateral held varies, but generally includesinclude real estate and equipment.
The types of securities the Company invests in are included in Note 3, Investment Securities, Available for Sale, and the typetypes of lending the Company engages in are included in Note 4, Loans and Allowance for LoanCredit Losses.
Cash and Cash Equivalents – Cash and cash equivalents include cash, balances due from banks, federal funds sold and interest bearinginterest-bearing deposits due on demand, all of which have original maturities of 90 days or less. Net cash flows are reported for customerclient 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.
84

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. Quarterly,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 and marketable equity securities as available for saleAFS on the date of purchase. At December 31, 20172023 and 20162022, 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.
AFS securities include investments that management intends to use as partincome on the consolidated statements of its asset/liability management strategy. Securities may be sold in response to changes in interest rates, changes in prepayment rates and other factors. The Company does not have the intent to sell any of its AFS securities that are in an unrealized loss position and it is more likely than not that the Company will not be required to sell these securities before recovery of their amortized cost.
Management evaluates securities for OTTI on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.  For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components: OTTI related to other factors, which is recognized in OCI, and the remaining OTTI, which is recognized in earnings.  The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.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 assetssecurities 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 SaleHeld-for-Sale Loans originated and intended 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 secondary markethedges. Both the loans and related hedges are carried at fair value, which reduces earnings volatility as the loweramounts 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 aggregate costDecember 31, 2023 and 2022, respectively. There were no loans held-for-sale that were nonaccrual or fair value.90 or more days past due as of December 31, 2023 and 2022. Gains and losses on loan sales (sales
85

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 – The Company grants commercial loans; residential, commercial and construction mortgage loans; and various forms of consumer loans to its customers located principally in south central Pennsylvania and northern Maryland. The ability of the Company’s debtors to honor their contracts is dependent largely upon the real estate and general economic conditions in this area.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generallypayoff are reported at their outstanding unpaid principal balances adjusted for charge-offs, the ALL,amortized cost, inclusive of net deferred loan origination fees and any deferred feescosts and unamortized premium or costs on originated loans.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.loan using the interest method. For purchasedSBA PPP loans, thatthe loan origination fees, net of certain direct origination costs, are not deemed impaireddeferred 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 thefair value and include credit and interest rate marks associated with acquisition date, premiumsaccounting adjustments. Premiums and discounts are subsequently amortized or accreted as adjustments to interest income using the effective yield method.method over the contractual lives of the loans.
For all classes of loans, the accrual of interest income on loans, including impairedindividually 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 current 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.
86


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 ModelReserves under CECL ModelImpact of CECL Adoption
Financial Assets:
Commercial loans:
Commercial real estate$13,558 $16,415 $2,857 
Acquisition and development3,214 3,000 (214)
Commercial and industrial4,505 5,433 928 
Municipal24 193 169 
Consumer loans:
Residential mortgage3,444 2,323 (1,121)
Installment and other188 237 49 
Unallocated reserve245 — (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 termsACL 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 modified,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 classified as TDRs if a concession was granted in connection with the modification, for legal or economic reasons, relatedsubject to the debtor’s financial difficulties. Concessions granted under a TDR typically involve a temporary deferralimpact of scheduled loan payments, an extension of a loan’s stated maturity date, a temporary reductionchange 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
87

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 grantingthe present value of anexpected 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 below market rates givenof 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 transaction.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
88

while the loan is on accruingaccrual status, it will continue to accrue interest under the modified terms. Nonaccrual TDRs may

be restored to accrual status if scheduled principal and interest payments, underAfter the modified terms, are current for six months afterinitial modification and recognition of a FDM, the borrower continuesCompany will monitor the performance of the borrower. If no subsequent qualifying modifications are made to demonstrate its abilitythe 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 meetother 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 terms. TDRs are evaluated individually for impairmentretrospective 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 including monitoring of performance according to their modified terms.
Allowance for Loan Losses – The ALL is evaluated on a quarterly basis, as losses are estimated to be probable and incurred, and, if deemed necessary, is increased through a provision for loan losses charged to earnings. Loan losses are charged againstbasis. Management evaluates the ALL when management determines that all or a portionadequacy of the loan is uncollectible. Recoveries on previously charged-off loans are creditedACL utilizing a defined methodology to determine if it properly addresses the ALL when received. The ALL is allocated tocurrent and expected risks in the loan portfolio, classes onwhich 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 quarterly basis, but the entire balance is available to cover losses from any of the portfolio classes when those losses are confirmed.
change. Management uses internal policiesbelieves its approach properly addresses relevant accounting and bank regulatory guidance in periodically evaluatingfor loans for collectabilityboth collectively and incorporates historical experience, the nature and volumeindividually evaluated. The results of the loan portfolio, adverse situations that may affectcomprehensive analysis, including recommended changes, are governed by the borrower’s ability to repay, estimated valueCompany's Reserve Adequacy Committee, whose members were also a part of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimatesthe Company's CECL Committee.
Acquired Loans - Loans that are susceptiblepurchased are accounted for similar to significant revisionoriginated 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 more information becomes available.provision for credit losses in the consolidated statements of income.
See Note 4, Loans and Allowance for Loan Losses, for additional information.
Loan Commitments and Related Financial Instruments – Financial instruments include off-balance sheet credit commitments issued to meet customerclient 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 customerclient collateral or ability to repay. The Company maintains a reserve for probableestimates 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, whichand estimates the expected credit losses for the undrawn commitments by the loan segments. The ACL on off-balance sheet credit exposures is includedrecorded in Other Liabilities.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 customers.clients. The Bank originates single-family residential mortgage loans for immediate sale in the secondary market and retains the servicing of those loans. At December 31, 20172023 and 2016,2022, the balance of loans serviced for others totaled $334,802,000$466.7 million and $328,701,000.$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
89

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
90

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 providedrecognized 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 major additions and improvements are typically capitalized. GainGains or losslosses 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 would more likely than notcould 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 the sum of the years digitsan accelerated amortization method or straight line basesstraight-line basis over their estimated lives, generally 10 years for deposit premiums and 107 to 15 years for customer lists.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 discounted cash flowsDCF 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 $2,897,000$3.7 million and $2,835,000$4.0 million at December 31, 20172023 and December 31, 2016,2022, respectively, and are included in Other Assets.other assets on the consolidated balance sheets.
Foreclosed Real Estate – Real estate property 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 usually determined based on an independent third party appraisal of the property or, occasionally onwhen appropriate, a recent sales offer. Costs to maintain foreclosedsuch real estate are expensed as incurred. Costs that significantly improve the value of the properties are capitalized. ForeclosedThe Company had no real estate totaled $961,000 and $346,000acquired through foreclosure or other means at December 31, 20172023 and 2016 and is included in Other Assets.2022.
91

Investments in Real Estate Partnerships – The Company has a 99% limited partnerpartnership 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, which is limited to one investment entered into in 2015. Other investments are accounted for under the equity method of accounting.met. The investment in these real estate partnerships, included in Other Assets,other assets on the consolidated balance sheets, totaled $4,416,000$2.6 million and $4,909,000$2.1 million at December 31, 20172023 and 2016, of which $1,776,000 and $1,993,000 are accounted for under the proportional amortization method.2022, respectively.
Equity method losses totaled $277,000, $350,000$322 thousand, $274 thousand and $384,000$272 thousand for the years ended December 31, 2017, 20162023, 2022 and 20152021, respectively, and are included in other noninterest income on the consolidated statements of income. Proportional amortization method losses totaled of $217,000, $191,000 and $22,000$214 thousand for the years ended December 31, 2017, 20162023, 2022 and 20152021, and are included in income tax expense.expense on the consolidated statements of income. During 2017, 20162023, 2022 and 2015,2021, the Company recognized federal tax credits from these projects totaling $1,010,000, $736,000$260 thousand, $260 thousand and $475,000,$315 thousand, respectively, which are included in income tax expense.expense on the consolidated statements of income.
Advertising – The Company expenses advertising as incurred. Advertising expense totaled $631,000, $763,000$502 thousand, $482 thousand and $723,000$392 thousand for the years ended December 31, 2017, 20162023, 2022 and 2015.2021, respectively.
Repurchase Agreements The Company entersmay 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.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 Agreementsrepurchase 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 inon the Company’s consolidated balance sheets, while the securities underlying the Repurchase Agreementsrepurchase agreements remaining are reflected in AFS securities. The repurchase obligation and underlying securities are not offset or netted. Thenetted as the Company does not enter into reverse Repurchase Agreements, so there is no offsetting to be performed with Repurchase Agreements.repurchase agreements.
The right of setoff for a Repurchase Agreementrepurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the Repurchase Agreementrepurchase agreement should the Company be in default (e.g., fail to make an interest payment to the counterparty). For the Repurchase Agreements,repurchase agreements, the collateral is held by the Company in a segregated custodial account under a third party agreement. Repurchase agreements are secured by GSE MBSsU.S. government or government-sponsored debt securities and mature overnight.
ShareStock Compensation Plans – The Company has sharestock 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 sharestock 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.
92

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.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. OCI is limited to unrealized gains (losses) on securities available for sale for all years presented. Unrealized gains (losses) on AFS securities available for sale,and interest rate swaps used in cash flow hedges, net of tax, waswere the sole componentcomponents of AOCI at December 31, 20172023 and 2016 and totaled $2,845,000 and $(1,165,000).2022.
Fair Value – Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in the Note 17, Fair Value.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 significant segment – Community Banking. The Company’s non-bankingnon-community banking activities are insignificant to the consolidated financial statements.
RecentRecently Adopted Accounting Pronouncements -Standards
In March 2020, the FASB issued ASU 2014-09, Revenue from Contracts with CustomersNo. 2020-04, Reference Rate Reform (Topic 606).848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2014-09 implements a common revenue standard2020-04"). 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 clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goodsreference LIBOR or services to customers in an amount that reflects the consideration to which the entity expectsanother reference rate expected to be entitled in exchange for those goodsdiscontinued. The optional expedients apply consistently to all contracts or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.  A substantial portion of the Company's revenue is generated from interest income related to loans and investment securities, which are nottransactions 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 2014-09. The Company's evaluationNo. 2022-06, Reference Rate Reform (Topic 848): Deferral of the impactSunset Date of changesTopic 848. This update defers the sunset date for in-scope items within noninterest income, including service charges on deposit accountsapplying 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 trusttwelve-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 investment management income, has not identified any significant impact on our consolidated financial statements. ASU 2014-09 was effective forinstruments indexed to LIBOR, verified proper transition language existed in the contracts and executed contractual updates, as needed, with the impacted borrowers. The Company on January 1, 2018replaced 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 ourthe 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 financial statements.

ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurementstatements of Financial Assets and Financial Liabilities. ASU 2016-01, amongincome as a component of income tax expense (benefit). The amendments will allow entities to elect to account for all other things, (i) requires equity investments with certain exceptions,made primarily for the purpose of receiving income tax credits to be measured at fair value with changes in fair value recognized in net income, (ii) simplifiesusing the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portionproportional amortization method, regardless of the total change intax credit program through which the fair value of a liability resulting from a change in the instrument-specific credit riskinvestment earns income tax credits, when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. ASU 2016-01 wascertain conditions are met. The amendments are effective for the Companyfiscal years beginning after December 15, 2023, and may be adopted either on January 1, 2018 and did not have a significant impact on our consolidated financial statements.

ASU 2016-02, Leases (Topic 842). ASU 2016-02 will, among other things, require lessees to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 will be effective for the Company on January 1, 2019 and will require transition using a modified retrospective approach for leases existing at,basis or entered into after, the beginning of the earliest comparative period presented in the financial statements. Notwithstanding the foregoing, in January 2018, the FASB issued a proposal to provide an additional transition

method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company anticipates that the impact on its consolidated balance sheet will result in an increase in assets and liabilities for its right of use assets and related lease liabilities for those leases that are outstanding at the date of adoption, however, it does not anticipate it will have a material impact on its results of operations. Management is evaluating other effects of this standard on the Company's consolidated financial position and regulatory capital.
ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718). ASU 2016-09 requires recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled, eliminating additional paid-in capital pools. The adoption of these changes by the Company on January 1, 2017 did not have a material impact on our financial position or results of operations.
ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available for sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 will be effective on January 1, 2020.retrospectively. The Company is currently evaluating the potential impact of ASU 2016-13this guidance on our consolidated financial statements. In that regard,its equity investments; however, the Company has formed a cross-functional working group, underdoes not anticipate that the directionamendment 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-
93

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 Chief Financial OfficerCODM and an explanation on how the Chief Risk Officer.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 working group is comprised of individuals from various functional areas including credit, risk management, financeCompany will adopt the new standard for annual reporting period beginning January 1, 2024 and information technology. We are currently developing an implementation plan to include, but not limited to, an assessment of processes, portfolio segmentation, model development, system requirements and the identification of data and resource needs. We have selected a third-party vendor solution to assist us in the application of ASU 2016-13. While thefor interim periods beginning January 1, 2025. The Company is not currently unablerequired to reasonably estimate the impact of adopting ASU 2016-13, we expectreport segment information and, as such, does not anticipate that the impact of adoptionupdated guidance will be significantly influenced by the composition, characteristics and quality of the Company's loan and securities portfolios as well as the prevailing economic conditions and forecasts at the adoption date.
ASU 2016-15, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 was effective for the Company on January 1, 2018 and did have a significant impact on ourto its consolidated financial statements.
In December 2023, the Financial Accounting Standards Board issued ASU 2017-04, Intangibles - GoodwillNo. 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 Other (Topic 350): Simplifyingincome 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 Testfederal 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 Goodwill Impairment. ASU 2017-04 simplifies how all entities assess goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 will beincome tax disclosures is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the Company on January 1, 2020, with earlier adoption permitted, and is not expected to have a material impact on the Company's consolidated financial statements.
ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20). ASU 2017-08 shortens the amortization period of certain callable debt securities held at a premium to the earliest call date unless applicable guidance related to certain pools of securities is applied to consider estimated prepayments. Under prior guidance, entities were generally required to amortize premiums on individual, non-pooled callable debt securities as a yield adjustment over the contractual life of the security. ASU 2017-08updated guidance; however, does not change the accounting for callable debt securities held at a discount. ASU 2017-08 will be effective for the Company on January 1, 2019, with early adoption permitted. Management does not anticipate ASU 2017-08 will have a material impact on the Company's consolidated financial statements.

ASU 2017-09, Compensation - Stock Compensation (Topic 718). ASU 2017-09 clarifies when changesexpect it to the terms or conditions of a share-based payment award must be accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: (i) the award's fair value, (ii) the award's vesting conditions and (iii) the award's classification as an equity or liability instrument. ASU 2017-09 was effective for the Company on January 1, 2018 and did not have a significant impact on ourto its consolidated financial statements.


ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows entities to reclassify from AOCI to retained earnings the 'stranded' tax effects of accounting for income tax rate changes on items accounted for in AOCI which were impacted by tax reform enacted in December 2017. The impact of tax rate changes is recorded in income and items accounted for in AOCI could

be left with such a stranded tax effect that could have those items appear to not reflect the appropriate tax rate. The FASB's changes are intended to improve the usefulness of information reported to financial statement users. The changes are effective for years beginning after December 31, 2018, with early adoption permitted. We elected to adopt the changes in December 2017. The amount transferred from AOCI to retained earnings totaled $229,000 and represented the impact of the Tax Law rate change to 21% at the date of enactment for the unrealized gains and losses on securities accounted for in AOCI.

NOTE 2. RESTRICTIONS ON CASH AND DUE FROM BANKSPENDING MERGER
Cash on handOn December 12, 2023, the Company entered into an Agreement and Plan of Merger with Codorus Valley Bancorp, Inc., a Pennsylvania corporation (“Codorus Valley” or on deposit"CVLY"), pursuant to which Codorus Valley will be merged with and into Orrstown, with Orrstown as the Federal Reservesurviving 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, or other correspondent banks, totaling $1,395,000a 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 $4,371,000 atcash 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, 20172023, CVLY had total assets of $2.2 billion, total loans of $1.7 billion, total deposits of $1.9 billion and 2016, was requiredoperated 22 full-service branches and eight limited purpose branches in Pennsylvania and Maryland, in addition to meet9,644,000 common shares outstanding. The transaction is subject to regulatory reserveapprovals and clearing requirements.satisfaction of customary closing conditions, including approval from Orrstown and CVLY shareholders. The transaction is expected to close in the third quarter of 2024.
Balances with correspondent banks may, at times, exceed federally insured limits; however the Company considers this to be a normal business risk. The Company reviews correspondent banks' financial condition on a quarterly basis.

94

NOTE 3. INVESTMENT SECURITIES AVAILABLE FOR SALE
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, at December 31, 2017 and 2016 and the corresponding amounts of gross unrealized gains and losses recognized in AOCI. AtAOCI at December 31, 20172023 and 2016 all investment securities were classified as AFS.2022.
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for Credit LossesFair Value
December 31, 2023
U.S. Treasury securities$20,057 $ $2,217 $ $17,840 
U.S. government agencies3,994 157   4,151 
States and political subdivisions221,624 28 18,530  203,122 
GSE residential MBSs61,669  4,037  57,632 
GSE commercial MBSs4,387 356   4,743 
GSE residential CMOs79,284 18 6,200  73,102 
Non-agency CMOs48,162 316 3,809  44,669 
Asset-backed109,786 442 2,094  108,134 
Other126    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 agencies4,907 228 — n/a5,135 
States and political subdivisions225,825 19 28,430 n/a197,414 
GSE residential MBSs63,778  4376 n/a59,402 
GSE residential CMOs75,446 — 7,068 n/a68,378 
Non-agency CMOs42,298 243 2,783 n/a39,758 
Asset-backed130,577 — 4,604 n/a125,973 
Other377 — — n/a377 
Totals$563,278 $490 $50,040 n/a$513,728 

95

(Dollars in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 Fair Value
December 31, 2017       
States and political subdivisions$153,803
 $6,133
 $478
 $159,458
GSE residential MBSs48,600
 930
 0
 49,530
GSE residential CMOs113,658
 296
 2,835
 111,119
Private label residential CMOs999
 4
 0
 1,003
Private label commercial CMOs7,809
 0
 156
 7,653
Asset-backed86,787
 69
 425
 86,431
Total debt securities411,656
 7,432
 3,894
 415,194
Equity securities50
 64
 0
 114
Totals$411,706
 $7,496
 $3,894
 $415,308
December 31, 2016       
U.S. Government Agencies$39,569
 $147
 $124
 $39,592
States and political subdivisions163,677
 1,782
 1,177
 164,282
GSE residential MBSs116,022
 928
 6
 116,944
GSE residential CMOs72,411
 240
 3,268
 69,383
GSE commercial CMOs5,148
 0
 292
 4,856
Private label residential CMOs5,042
 0
 36
 5,006
Total debt securities401,869
 3,097
 4,903
 400,063
Equity securities50
 41
 0
 91
Totals$401,919
 $3,138
 $4,903
 $400,154

The following table summarizes AFSinvestment securities with unrealized losses at December 31, 20172023 and 2016,2022, aggregated by major security type and length of time in a continuous unrealized loss position.
 Less Than 12 Months12 Months or MoreTotal
# 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 subdivisions4 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 CMOs4 12,710 186 14 56,765 6,014 18 69,475 6,200 
Non-agency CMOs3 11,531 83 4 16,334 3,726 7 27,865 3,809 
Asset-backed1 865 4 15 74,407 2,090 16 75,272 2,094 
Totals12 $27,525 $326 91 $422,911 $36,561 103 $450,436 $36,887 
December 31, 2022
U.S. Treasury securities— $$$17,291 $2,779 $17,291 $2,779 
States and political subdivisions29 135,579 13,809 17 60,102 14,621 46 195,681 28,430 
GSE residential MBSs26,100 925 10 33302 3451 15 59,402 4376 
GSE residential CMOs28,732 1,884 39,646 5,184 17 68,378 7,068 
Non-agency CMOs26,555 1,135 8,639 1,648 35,194 2,783 
Asset-backed17 78,873 2,432 47,100 2,172 22 125,973 4,604 
Totals63 $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.
96

 Less Than 12 Months 12 Months or More Total
(Dollars in thousands)# of Securities 
Fair
Value
 
Unrealized
Losses
 # of Securities 
Fair
Value
 
Unrealized
Losses
 # of Securities 
Fair
Value
 
Unrealized
Losses
December 31, 2017                 
States and political subdivisions7
 $24,577
 $473
 1
 $5,585
 $5
 8
 $30,162
 $478
GSE residential CMOs4
 25,155
 914
 5
 37,459
 1,921
 9
 62,614
 2,835
Private label commercial CMOs2
 7,653
 156
 0
 0
 0
 2
 7,653
 156
Asset-backed6
 60,006
 425
 0
 0
 0
 6
 60,006
 425
Totals19
 $117,391
 $1,968
 6
 $43,044
 $1,926
 25
 $160,435
 $3,894
December 31, 2016                 
U.S. Government Agencies6
 $10,710
 $23
 2
 $13,531
 $101
 8
 $24,241
 $124
States and political subdivisions25
 58,924
 610
 1
 5,075
 567
 26
 63,999
 1,177
GSE residential MBSs1
 5,034
 6
 0
 0
 0
 1
 5,034
 6
GSE residential CMOs6
 59,534
 3,264
 1
 634
 4
 7
 60,168
 3,268
GSE commercial CMOs1
 4,856
 292
 0
 0
 0
 1
 4,856
 292
Private label residential CMOs0
 0
 0
 3
 5,005
 36
 3
 5,005
 36
Totals39
 $139,058
 $4,195
 7
 $24,245
 $708
 46
 $163,303
 $4,903
U.S. Government AgenciesGSE Residential CMOs and GSE Securities.Residential MBS. The unrealized losses presented in the table above have been caused by a widening of spreads and/orand 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. Because
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 thesethe aforementioned investment securities with unrealized losses and it is not 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,maturity. In addition, the unrealized losses are not credit related. Therefore, the Company does not considerhas concluded that the unrealized losses for these securities to be OTTIdo not require an ACL at December 31, 2017 or at December 31, 2016.2023.
State and Political Subdivisions. The unrealized losses presented in the table above have been caused by a widening of spreads and/or a rise in interest rates from the time these securities were purchased. Management considers the investment rating, the state of the issuer of the security and other credit support in determining whether the security is OTTI. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be maturity, the Company does not consider these securities to be OTTI at December 31, 2017 or at December 31, 2016.
Private Label Residential CMOs. The unrealized losses presented in the table above have been caused by a widening of spreads and/or a rise in interest rates from the time the securities were purchased. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be maturity, the Company does not consider these securities to be OTTI at December 31, 2017 or at December 31, 2016.
Private Label Commercial CMOs and Asset-backed. The unrealized losses presented in the table above have been caused by the bid ask spread, widening of spreads and/or a rise in interest rates from the time the securities were purchased. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be maturity, the Company does not consider these securities to be OTTI at December 31, 2017 or at December 31, 2016.

The following table summarizes amortized cost and fair value of AFSinvestment securities by contractual maturity at December 31, 2017 by contractual maturity.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 CostFair Value
Due in one year or less$ $ 
Due after one year through five years31,419 28,368 
Due after five years through ten years56,449 51,231 
Due after ten years157,933 145,640 
CMOs and MBSs193,502 180,146 
Asset-backed109,786 108,134 
$549,089 $513,519 
 Available for Sale
(Dollars in thousands)Amortized Cost Fair Value
    
Due in one year or less$0
 $0
Due after one year through five years8,712
 8,929
Due after five years through ten years49,958
 51,188
Due after ten years95,133
 99,341
MBSs and CMOs171,066
 169,305
Asset-backed86,787
 86,431
Total debt securities411,656
 415,194
Equity securities50
 114
Totals$411,706
 $415,308
The following table summarizes proceeds from sales of AFSinvestment securities and gross gains and gross losses for the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021.
202320222021
Proceeds from sale of investment securities$22,006 $31,330 $149,038 
Gross gains8 35 1,847 
Gross losses55 25 1,209 
 Years Ended December 31,
(Dollars in thousands)2017 2016 2015
      
Proceeds from sale of AFS securities$162,320
 $64,742
 $65,611
Gross gains1,477
 1,468
 1,948
Gross losses287
 48
 24
AFSDuring 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 $319,907,000$439.7 million and $317,282,000$396.8 million at December 31, 20172023 and December 31, 20162022, respectively, were pledged to secure public funds and for other purposes as required or permitted by law.

NOTE 4. LOANS AND ALLOWANCE FOR LOANCREDIT LOSSES
The Company’sCompany'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. Consistent with ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Loan Losses, the segments are further broken down into classes to allow for differing risk characteristics within a segment.
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-occupiedOwner occupied commercial real estate loans are generally dependent upon the successful operation of the borrower’s business, with
97

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-occupiedowner 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-occupiedowner 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 ratedhighest-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 customersclients for a specific utility.
The Company originates loans to its retail customers,clients, including fixed-rate and adjustable first lien mortgage loans with the underlying 1-4 family owner-occupiedowner 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 90%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.

98

The following table presents the loan portfolio by segment and class, excluding residential LHFS, broken out by classes at December 31, 20172023 and 2022.
20232022
Commercial real estate:
Owner-occupied$373,757 $315,770 
Non-owner occupied694,638 608,043 
Multi-family150,675 138,832 
Non-owner occupied residential95,040 104,604 
Acquisition and development:
1-4 family residential construction24,516 25,068 
Commercial and land development115,249 158,308 
Commercial and industrial (1)
367,085 357,774 
Municipal9,812 12,173 
Residential mortgage:
First lien266,239 229,849 
Home equity – term5,078 5,505 
Home equity – lines of credit186,450 183,241 
Installment and other loans9,774 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, 2016.
(Dollars in thousands)2017 2016
Commercial real estate:   
Owner-occupied$116,811
 $112,295
Non-owner occupied244,491
 206,358
Multi-family53,634
 47,681
Non-owner occupied residential77,980
 62,533
Acquisition and development:   
1-4 family residential construction11,730
 4,663
Commercial and land development19,251
 26,085
Commercial and industrial115,663
 88,465
Municipal42,065
 53,741
Residential mortgage:   
First lien162,509
 139,851
Home equity – term11,784
 14,248
Home equity – lines of credit132,192
 120,353
Installment and other loans21,902
 7,118
 $1,010,012
 $883,391

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 has determined notmay determine to be impaired,either individually evaluated, referred to as well"Substandard - Individually Evaluated Loan," or collectively evaluated, referred to as loans considered to be impaired."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 $500,000,$1.0 million, which includes confirmation of risk rating by an independent credit officer. In addition, all commercial relationships greater than $250,000$500 thousand rated Substandard, Doubtfulsubstandard, doubtful or Lossloss 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.Committee and the Board of Directors.

99

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, 202320232022202120202019PriorRevolving Loans Amortized BasisRevolving Loans Converted to TermTotal
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 - IEL2 — 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)
100

Term Loans Amortized Cost Basis by Origination Year
As of December 31, 202320232022202120202019PriorRevolving Loans Amortized BasisRevolving Loans Converted to TermTotal
Acquisition and development:
1-4 family residential construction:
Risk rating
Pass$18,820 $5,400 $— $— $— $— $— $— $24,220 
Special mention222 — 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 — 225 1,082 — 5,994 
Substandard - IEL 69 — — 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 $— $— $$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 — — — — — — 
(continued)
101

Term Loans Amortized Cost Basis by Origination Year
As of December 31, 202320232022202120202019PriorRevolving Loans Amortized BasisRevolving Loans Converted to TermTotal
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 
Nonperforming3 — — — 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 $— $— $$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, 20172022, which presents the most comparable required information. Prior to the adoption of CECL, PCD loans were classified as PCI loans and 2016:
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.
102

(Dollars in thousands)Pass 
Special
Mention
 
Non-Impaired
Substandard
 
Impaired -
Substandard
 Doubtful Total
December 31, 2017           
PassPassSpecial MentionNon-Impaired SubstandardImpaired - SubstandardDoubtfulPCI LoansTotal
December 31, 2022
Commercial real estate:           
Owner-occupied$113,240
 $413
 $1,921
 $1,237
 $0
 $116,811
Commercial real estate:
Commercial real estate:
Owner occupied
Owner occupied
Owner occupied
Non-owner occupied235,919
 0
 4,507
 4,065
 0
 244,491
Multi-family48,603
 4,113
 753
 165
 0
 53,634
Non-owner occupied residential76,373
 142
 1,084
 381
 0
 77,980
Acquisition and development:           
1-4 family residential construction
1-4 family residential construction
1-4 family residential construction11,238
 0
 0
 492
 0
 11,730
Commercial and land development18,635
 5
 611
 0
 0
 19,251
Commercial and industrial113,162
 2,151
 0
 350
 0
 115,663
Municipal42,065
 0
 0
 0
 0
 42,065
Residential mortgage:           
First lien158,673
 0
 0
 3,836
 0
 162,509
Home equity – term11,762
 0
 0
 22
 0
 11,784
Home equity – lines of credit131,585
 80
 60
 467
 0
 132,192
First lien
First lien
Home equity - term
Home equity - lines of credit
Installment and other loans21,891
 0
 0
 11
 0
 21,902
$983,146
 $6,904
 $8,936
 $11,026
 $0
 $1,010,012
December 31, 2016           
Commercial real estate:           
Owner-occupied$103,652
 $5,422
 $2,151
 $1,070
 $0
 $112,295
Non-owner occupied190,726
 4,791
 10,105
 736
 0
 206,358
Multi-family42,473
 4,222
 787
 199
 0
 47,681
Non-owner occupied residential59,982
 949
 1,150
 452
 0
 62,533
Acquisition and development:           
1-4 family residential construction4,560
 103
 0
 0
 0
 4,663
Commercial and land development25,435
 10
 639
 1
 0
 26,085
Commercial and industrial87,588
 251
 32
 594
 0
 88,465
Municipal53,741
 0
 0
 0
 0
 53,741
Residential mortgage:           
First lien135,558
 0
 0
 4,293
 0
 139,851
Home equity – term14,155
 0
 0
 93
 0
 14,248
Home equity – lines of credit119,681
 82
 61
 529
 0
 120,353
Installment and other loans7,112
 0
 0
 6
 0
 7,118
$844,663
 $15,830
 $14,925
 $7,973
 $0
 $883,391
$
For commercial real estate, acquisition and development, and commercial and industrial loans,and municipal segments, a loan is considered impairedevaluated 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 classified as impaired.individually evaluated. Generally, loans that are more than 90 days past due are deemed impaired.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 in the commercial and commercial real estate portfolios and any TDRs are, by definition, deemed to be impaired. Impairmentindividually evaluated under CECL. A specific reserve allocation for individually evaluated loans is measured on a loan-by-loan basis for commercial construction and restructuredconstruction 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 deemed to be impairedexperiencing 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 impairment analysis in the next reporting period.
Loan charge-offs, which may include partial charge-offs, are taken on an impairedindividually evaluated loan that is collateral dependent if the loan’s carrying balance of the loan exceeds its collateral’sthe appraised value;value of the collateral, the loan has been placed on nonaccrual status or identified as uncollectible;uncollectible, and it is deemed to be a confirmed loss. Typically, impaired loans with a charge-off or partial charge-off will continue to be considered impaired, unless the note is split into two, and management expects the performing note to continue to perform and is adequately secured. The second, or non-performing note, would be charged-off.individually evaluated. Generally, an impairedindividually evaluated loan with a partial charge-off may continue to have an impairmenta specific reserve on it after the partial charge-off, if factors warrant.
At December 31, 2017 and 2016, nearly all of2023, the Company’s impaired loans’ extent of impairmentindividually evaluated loans were measured based on the estimated fair value of the collateral securing the loan, except for TDRs. Bypurchased 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 arewere considered impaired. All restructured loans’impaired and the related impairment analyses were determinedinitially based on discounted cash flows for those loans classified as TDRs and still accruing interest.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.
103

Updated appraisals are generally required every 18 months for classified commercial loans in excess of $250,000.$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, impaired commercial loans secured by real estate other than performing TDRs,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 impairment,credit expected losses, fair values are based on oneeither an existing appraisal or a combination of approaches. In those situations in which a combination of approaches is considered, the factor that carries the most consideration will be the one management believes is warranted.DCF analysis as determined by management. The approaches are:are discussed below:
OriginalExisting appraisal – if the originalexisting 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 originalexisting certified appraised value may be used. Discounts to the appraised value, as deemed appropriate for selling costs, are factored into the appraised value in arriving at fair value.
Discounted cash flows – in limited cases, discounted cash flowsDCF 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 certain impaired 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 agingsaging 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 Substandardsubstandard loans onfor both an impairedloans individually and nonimpaired basis,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 Substandardsubstandard classification does not automatically meet the definition of impaired.an individually evaluated loan. Loss potential, while existing in the aggregate amount of Substandardsubstandard loans, does not have to exist in individual extensions of credit classified Substandard.as substandard. As a result, the Company’s methodology includes an evaluation of certain accruing commercial real estate, acquisition and development, and commercial and industrial and municipal loans rated Substandardsubstandard to be collectively as opposed to individually, evaluated for impairment.credit expected losses. Although the Company believes these loans meet the definition of Substandard,substandard, they are generally performing and management has concluded that it is likely wethe 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 impairment.credit expected losses. Generally, the Company does not separately identify individual consumerresidential mortgage and residentialinstallment and other consumer loans for impairment disclosures, unless such loans are the subject of a restructuringmodified agreement due to financial difficulties of the borrower.
104

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.
December 31, 2023December 31, 2022
Nonaccrual loans with a related ACLNonaccrual loans with no related ACLTotal nonaccrual loansLoans Past Due 90+ AccruingTotal 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 industrial68 604 672  31 
Municipal    — 
Residential mortgage:
First lien 2,309 2,309 66 1,838 
Home equity – term 3 3  
Home equity – lines of credit 1,312 1,312  395 
Installment and other loans3 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:
Type of Collateral
Business AssetsCommercial Real EstateEquipmentLandResidential Real EstateOtherTotal
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 industrial2 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 

105

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, 2017 and 2016.2022. The recorded investment in loans excludes accrued interest receivable due to insignificance.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 aany partial charge-off will be recorded when final information is received.
 Impaired Loans with a Specific AllowanceImpaired 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)
December 31, 2022
Commercial real estate:
Owner-occupied$— $— $— $2,767 $3,799 
Non-owner occupied residential— — — 81 207 
Commercial and industrial— — — 31 112 
Residential mortgage:
First lien178 178 28 2,342 3,126 
Home equity—term— — — 
Home equity—lines of credit— — — 395 684 
Installment and other loans— — — 40 40 
$178 $178 $28 $21,087 $23,402 

106

 Impaired Loans with a Specific Allowance Impaired Loans with No Specific Allowance
(Dollars in thousands)
Recorded
Investment
(Book Balance)
 
Unpaid
Principal Balance
(Legal Balance)
 
Related
Allowance
 
Recorded
Investment
(Book Balance)
 
Unpaid
Principal Balance
(Legal Balance)
December 31, 2017         
Commercial real estate:         
Owner-occupied$0
 $0
 $0
 $1,237
 $2,479
Non-owner occupied0
 0
 0
 4,065
 4,856
Multi-family0
 0
 0
 165
 352
Non-owner occupied residential0
 0
 0
 381
 669
Acquisition and development:         
1-4 family residential construction0
 0
 0
 492
 492
Commercial and industrial0
 0
 0
 350
 495
Residential mortgage:         
First lien872
 872
 42
 2,964
 3,706
Home equity—term0
 0
 0
 22
 27
Home equity—lines of credit0
 0
 0
 467
 628
Installment and other loans9
 9
 9
 2
 33
 $881
 $881
 $51
 $10,145
 $13,737
December 31, 2016         
Commercial real estate:         
Owner-occupied$0
 $0
 $0
 $1,070
 $2,236
Non-owner occupied0
 0
 0
 736
 1,323
Multi-family0
 0
 0
 199
 368
Non-owner occupied residential0
 0
 0
 452
 706
Acquisition and development:         
Commercial and land development0
 0
 0
 1
 16
Commercial and industrial0
 0
 0
 594
 715
Residential mortgage:         
First lien643
 643
 43
 3,650
 4,399
Home equity—term0
 0
 0
 93
 103
Home equity—lines of credit0
 0
 0
 529
 659
Installment and other loans0
 0
 0
 6
 34
 $643
 $643
 $43
 $7,330
 $10,559

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, 2017, 20162022 and 2015:2021.
 20222021
Average
Impaired
Balance
Interest
Income
Recognized
Average
Impaired
Balance
Interest
Income
Recognized
Commercial real estate:
Owner-occupied$3,050 $— $3,825 $
Non-owner occupied— — — — 
Multi-family— — — — 
Non-owner occupied residential96 — 225 — 
Acquisition and development:
Commercial and land development1,187 — 187 — 
Commercial and industrial109 — 3,030 — 
Residential mortgage:
First lien2,389 33 2,539 43 
Home equity – term— 11 — 
Home equity – lines of credit405 — 521 — 
Installment and other loans44 — 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.
 2017 2016 2015
(Dollars in thousands)
Average
Impaired
Balance
 
Interest
Income
Recognized
 
Average
Impaired
Balance
 
Interest
Income
Recognized
 
Average
Impaired
Balance
 
Interest
Income
Recognized
Commercial real estate:           
Owner-occupied$1,000
 $6
 $1,758
 $0
 $2,613
 $0
Non-owner occupied392
 0
 6,831
 0
 3,470
 0
Multi-family182
 0
 216
 0
 402
 0
Non-owner occupied residential418
 0
 645
 0
 1,020
 0
Acquisition and development:           
1-4 family residential construction154
 0
 0
 0
 0
 0
Commercial and land development0
 0
 3
 0
 266
 137
Commercial and industrial413
 0
 575
 0
 1,208
 0
Residential mortgage:           
First lien4,012
 58
 4,525
 33
 4,644
 37
Home equity – term61
 0
 98
 0
 130
 0
Home equity – lines of credit488
 2
 455
 0
 571
 0
Installment and other loans10
 0
 12
 0
 22
 0
 $7,130
 $66
 $15,118
 $33
 $14,346
 $174
The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL. The Company may also provide multiple types of modifications on an individual loan.
The following table presents the amortized cost of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by loan class and by type of modification. The percentage of the amortized cost of loans that were modified to borrowers experiencing difficulty as compared to the amortized cost of loan class is also presented below. The Company has not committed to lend additional amounts to the borrowers included in the table below.
Principal ForgivenessPayment DelayTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionsTotal Class of Financing Receivable
Acquisition and development:
Commercial and land development$ $ $1,361 $ $ $ 1.18 %
Installment and other loans  9    0.09 %
107

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:
Current30-59 Days Past Due60-89 Days Past Due90 Days or More Past DueTotalNon-Accrual
Acquisition and development:
Commercial and land development$ $ $ $ $ $1,361 
Installment and other loans9    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.
Principal ForgivenessWeighted Average interest Rate ReductionWeighted Average Term Extension (in years)
Acquisition and development:
Commercial and land development%1.0
Installment and other loans%1.1

The following table presents the most comparable required information for impaired loans that arewere TDRs, with the recorded investment at December 31, 2017 and December 31, 2016.2022:
 2022
Number of
Contracts
Recorded
Investment
Accruing:
Residential mortgage:
First lien682 
682 
Nonaccruing:
Residential mortgage:
First lien212 
Installment and other loans
214 
13 $896 
 2017 2016
(Dollars in thousands)
Number of
Contracts
 
Recorded
Investment
 
Number of
Contracts
 
Recorded
Investment
Accruing:       
Commercial real estate:       
Owner-occupied1
 $52
 0
 $0
Residential mortgage:       
First lien11
 1,102
 8
 896
Home equity - lines of credit1
 29
 1
 34
 13
 1,183
 9
 930
Nonaccruing:       
Commercial real estate:       
Owner-occupied1
 57
 0
 0
Residential mortgage:       
First lien8
 715
 12
 1,035
Installment and other loans1
 3
 1
 6
 10
 775
 13
 1,041
 23
 $1,958
 22
 $1,971

There were no restructured loans for the years ended December 31, 2017, 2016, and 2015 that were modified as TDRs within the previous 12 months which were in payment default.


The following table presents the number of loans modified as TDRs, and their pre-modification and post-modification investment balances for the yearsyear ended December 31, 2017, 2016, and 2015:
(Dollars in thousands)
Number of
Contracts
 
Pre-
Modification
Investment
Balance
 
Post-
Modification
Investment
Balance
December 31, 2017     
Commercial real estate:     
Owner occupied2
 $119
 $119
      
December 31, 2016     
Commercial real estate:     
Non-owner occupied1
 $6,095
 $6,095
Residential mortgage:     
First lien2
 265
 265
Home equity - lines of credit1
 34
 34
 4
 $6,394
 $6,394
December 31, 2015     
Residential mortgage:     
First lien1
 $59
 $59
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 loansloan presented in the table above werebelow was considered TDRsa TDR at December 31, 2022 as a result of the Company agreeing to a below market interest ratesrate given the risk of the transaction; allowing the loan to remain on interest only status; ortransaction and a reduction in interest rates,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 iswas generally determined on a collateral dependent approach, except for accruing residential mortgage TDRs, which are generally on the discounted cash flow approach. Certain loans modified during a period may no longer be outstanding at the end
108

No additional commitments have been made to borrowers whose loans are considered TDRs.
Number of
Contracts
Pre-
Modification
Investment
Balance
Post-
Modification
Investment
Balance
December 31, 2022
Installment and other loans$$


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:
30-59 Days Past Due60-89 Days Past Due90+ Days Past DueTotal
Past Due
Loans Not Past DueTotal
Loans
December 31, 2023
Commercial real estate:
Owner occupied$13,852 $ $117 $13,969 $359,788 $373,757 
Non-owner occupied152   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 development16   16 115,233 115,249 
Commercial and industrial27 69 625 721 366,364 367,085 
Municipal    9,812 9,812 
Residential mortgage:
First lien5,433 1,058 721 7,212 259,027 266,239 
Home equity - term20 2  22 5,056 5,078 
Home equity - lines of credit1,801 100 839 2,740 183,710 186,450 
Installment and other loans84 28 19 131 9,643 9,774 
$21,385 $1,257 $2,513 $25,155 $2,273,158 $2,298,313 

109

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, 20172022:
Days Past Due
Current30-5960-89
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 occupied607,760 — — — — — 607,760 
Multi-family138,832 — — — — — 138,832 
Non-owner occupied residential103,782 184 — — 184 81 104,047 
Acquisition and development:
1-4 family residential construction24,622 446 — — 446 — 25,068 
Commercial and land development142,613 269 — — 269 15,426 158,308 
Commercial and industrial355,179 464 52 — 516 31 355,726 
Municipal12,173 — — — — — 12,173 
Residential mortgage:
First lien219,715 3,485 414 132 4,031 1,838 225,584 
Home equity – term5,485 — — — — 5,490 
Home equity – lines of credit181,350 1,395 101 — 1,496 395 183,241 
Installment and other loans11,953 64 — — 64 40 12,057 
Subtotal2,114,233 6,338 567 132 7,037 20,583 2,141,853 
Loans acquired with credit deterioration:
Commercial real estate:
Owner-occupied2,203 — — — — — 2,203 
Non-owner occupied283 — — — — — 283 
Non-owner occupied residential452 — — 105 105 — 557 
Commercial and industrial2,048 — — — — — 2,048 
Residential mortgage:
First lien3,657 327 79 202 608 — 4,265 
Home equity – term15 — — — — — 15 
Installment and other loans— — — — — 
Subtotal8,666 327 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 2016:
   Days Past Due      
Current 30-59 60-89 
90+
(still accruing)
 
Total
Past Due
 
Non-
Accrual
 
Total
Loans
December 31, 2017             
Commercial real estate:             
Owner-occupied$115,605
 $4
 $17
 $0
 $21
 $1,185
 $116,811
Non-owner occupied240,426
 0
 0
 0
 0
 4,065
 244,491
Multi-family53,469
 0
 0
 0
 0
 165
 53,634
Non-owner occupied residential77,454
 145
 0
 0
 145
 381
 77,980
Acquisition and development:             
1-4 family residential construction11,238
 0
 0
 0
 0
 492
 11,730
Commercial and land development19,226
 25
 0
 0
 25
 0
 19,251
Commercial and industrial115,312
 1
 0
 0
 1
 350
 115,663
Municipal42,065
 0
 0
 0
 0
 0
 42,065
Residential mortgage:             
First lien155,387
 3,333
 1,055
 0
 4,388
 2,734
 162,509
Home equity – term11,753
 9
 0
 0
 9
 22
 11,784
Home equity – lines of credit131,208
 474
 72
 0
 546
 438
 132,192
Installment and other loans21,749
 141
 1
 0
 142
 11
 21,902
 $994,892
 $4,132
 $1,145
 $0
 $5,277
 $9,843
 $1,010,012
December 31, 2016             
Commercial real estate:             
Owner-occupied$111,225
 $0
 $0
 $0
 $0
 $1,070
 $112,295
Non-owner occupied205,622
 0
 0
 0
 0
 736
 206,358
Multi-family47,482
 0
 0
 0
 0
 199
 47,681
Non-owner occupied residential62,081
 0
 0
 0
 0
 452
 62,533
Acquisition and development:             
1-4 family residential construction4,548
 115
 0
 0
 115
 0
 4,663
Commercial and land development26,084
 0
 0
 0
 0
 1
 26,085
Commercial and industrial87,871
 0
 0
 0
 0
 594
 88,465
Municipal53,741
 0
 0
 0
 0
 0
 53,741
Residential mortgage:             
First lien135,499
 628
 328
 0
 956
 3,396
 139,851
Home equity – term14,155
 0
 0
 0
 0
 93
 14,248
Home equity – lines of credit119,733
 125
 0
 0
 125
 495
 120,353
Installment and other loans7,090
 20
 2
 0
 22
 6
 7,118
 $875,131
 $888
 $330
 $0
 $1,218
 $7,042
 $883,391

increased the ACL, previously the ALL, with a cumulative-effect adjustment to the ACL for loans of $2.4 million. The Company maintains its ALL at a level management believes adequate for probable incurred credit losses. The ALLCompany’s ACL is established and maintained through acalculated 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 losses charged to earnings. Quarterly, management assessescategories, with the adequacyexception of the ALL utilizing a defined methodology which considers specific credit evaluationconsumer loan segment, using DCF methodology. For purposes of impaired loans as discussed above, past loan loss historical experience, and qualitative factors. Management believes its approach properly addresses relevant accounting guidance for loans individually identified as impaired and for loanscalculating 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 impairment, the ACL. Loans identified to be individually evaluated under CECL include loans on nonaccrual status
110

and may include accruing loans that do not share similar risk characteristics to other bank regulatory guidance.
In connection with its quarterly evaluation of the adequacy of the ALL, management reviews its methodology to determine if it properly addresses the current risk in the loan portfolio. For each loan class, general allowances based on quantitative factors, principally historical loss trends, are provided foraccruing loans that are collectively evaluated for impairment. An adjustment to historical loss factorson a loan pool basis. A specific reserve analysis may be incorporated for delinquency and other potential risk not elsewhere defined withinapplied to the ALL methodology.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.
In addition to this quantitativeBased 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 ALL requirements are allocated on loans collectively evaluated for impairment based on additional qualitative factors, including: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;delinquencies and the ratings; and whether the ratios are trending upwards or downwards.
Classified LoansCollateral Valuation Trends – including internal loan ratings of the portfolio; severity of the ratings; whether the loan segment’s ratings show a more favorable or less favorable trend; and underlying market conditions and impact on the collateral values securing the loans.
Experience, Ability and Depth of Management/Lending staff – including the years’level of experience of senior and middle management and the lending staff; turnover of the staff; and instances of repeat criticisms of ratings.criticisms.
Quality of Loan Review System – including the yearslevel of experience of the loan review staff; in-house versus outsourced provider of review; turnover of staffthe staff; and instances of repeat criticisms from independent testing, which includes the perceived qualityevaluation of their work in relation to other external information.internal loan ratings of the portfolio.
National and Local Economic Conditions – including trends in the international, national, regional and local conditions that monitor the interest rate environment, inflationary pressures, the consumer price index, unemployment rates, the housing price index, housing statistics, compared to the prior year,and bankruptcy rates,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.

111

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, 2017, 20162022 and 2015.2021.
 CommercialConsumer  
Commercial
Real Estate
Acquisition
and
Development
Commercial
and
Industrial
MunicipalTotal
Residential
Mortgage
Installment
and Other
TotalUnallocatedTotal
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 losses1,360 (764)1,023 (36)1,583 6 93 99  1,682 
Charge-offs(12) (748) (760)(98)(247)(345) (1,105)
Recoveries110 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 losses1,489 1,142 640 (6)3,265 669 218 887 4,160 
Charge-offs— — — — — (50)(360)(410)— (410)
Recoveries32 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 losses710 938 23 (10)1,661 (517)(73)(590)19 1,090 
Charge-offs(293)— (663)— (956)(92)(70)(162)— (1,118)
Recoveries469 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 

 Commercial Consumer    
(Dollars in thousands)
Commercial
Real Estate
 
Acquisition
and
Development
 
Commercial
and
Industrial
 Municipal Total 
Residential
Mortgage
 
Installment
and Other
 Total Unallocated Total
December 31, 2017                   
Balance, beginning of year$7,530
 $580
 $1,074
 $54
 $9,238
 $2,979
 $144
 $3,123
 $414
 $12,775
Provision for loan losses38
 (167) 333
 30
 234
 531
 174
 705
 61
 1,000
Charge-offs(835) 0
 (85) 0
 (920) (180) (166) (346) 0
 (1,266)
Recoveries30
 4
 124
 0
 158
 70
 59
 129
 0
 287
Balance, end of year$6,763
 $417
 $1,446
 $84
 $8,710
 $3,400
 $211
 $3,611
 $475
 $12,796
December 31, 2016                   
Balance, beginning of year$7,883
 $850
 $1,012
 $58
 $9,803
 $2,870
 $121
 $2,991
 $774
 $13,568
Provision for loan losses107
 (270) 129
 (4) (38) 532
 116
 648
 (360) 250
Charge-offs(872) 0
 (79) 0
 (951) (577) (194) (771) 0
 (1,722)
Recoveries412
 0
 12
 0
 424
 154
 101
 255
 0
 679
Balance, end of year$7,530
 $580
 $1,074
 $54
 $9,238
 $2,979
 $144
 $3,123
 $414
 $12,775
December 31, 2015                   
Balance, beginning of year$9,462
 $697
 $806
 $183
 $11,148
 $2,262
 $119
 $2,381
 $1,218
 $14,747
Provision for loan losses(1,020) (440) 249
 (125) (1,336) 1,122
 55
 1,177
 (444) (603)
Charge-offs(711) (22) (115) 0
 (848) (592) (62) (654) 0
 (1,502)
Recoveries152
 615
 72
 0
 839
 78
 9
 87
 0
 926
Balance, end of year$7,883
 $850
 $1,012
 $58
 $9,803
 $2,870
 $121
 $2,991
 $774
 $13,568


The information presented in the table below is not required for periods subsequent to the adoption of CECL. The following table summarizes the endingALL allocation for loans individually and collectively evaluated for impairment by loan balancessegment at December 31, 2022. Accruing PCI loans are excluded from loans individually evaluated for impairment based upon loan segment, as well as the related ALL loss allocation for each at December 31, 2017 and 2016:impairment.
 CommercialConsumer  
Commercial
Real Estate
Acquisition
and
Development
Commercial
and
Industrial
MunicipalTotal
Residential
Mortgage
Installment
and Other
TotalUnallocatedTotal
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 impairment1,164,401 167,950 357,743 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 impairment13,558 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 



112
 Commercial Consumer    
(Dollars in thousands)
Commercial
Real Estate
 
Acquisition
and
Development
 
Commercial
and
Industrial
 Municipal Total 
Residential
Mortgage
 
Installment
and Other
 Total Unallocated Total
December 31, 2017               
Loans allocated by:               
Individually evaluated for impairment$5,848
 $492
 $350
 $0
 $6,690
 $4,325
 $11
 $4,336
 $0
 $11,026
Collectively evaluated for impairment487,068
 30,489
 115,313
 42,065
 674,935
 302,160
 21,891
 324,051
 0
 998,986
 $492,916
 $30,981
 $115,663
 $42,065
 $681,625
 $306,485
 $21,902
 $328,387
 $0
 $1,010,012
Allowance for loan losses allocated by:               
Individually evaluated for impairment$0
 $0
 $0
 $0
 $0
 $42
 $9
 $51
 $0
 $51
Collectively evaluated for impairment6,763
 417
 1,446
 84
 8,710
 3,358
 202
 3,560
 475
 12,745
 $6,763
 $417
 $1,446
 $84
 $8,710
 $3,400
 $211
 $3,611
 $475
 $12,796
December 31, 2016               
Loans allocated by:               
Individually evaluated for impairment$2,457
 $1
 $594
 $0
 $3,052
 $4,915
 $6
 $4,921
 $0
 $7,973
Collectively evaluated for impairment426,410
 30,747
 87,871
 53,741
 598,769
 269,537
 7,112
 276,649
 0
 875,418
 $428,867
 $30,748
 $88,465
 $53,741
 $601,821
 $274,452
 $7,118
 $281,570
 $0
 $883,391
Allowance for loan losses allocated by:               
Individually evaluated for impairment$0
 $0
 $0
 $0
 $0
 $43
 $0
 $43
 $0
 $43
Collectively evaluated for impairment7,530
 580
 1,074
 54
 9,238
 2,936
 144
 3,080
 414
 12,732
 $7,530
 $580
 $1,074
 $54
 $9,238
 $2,979
 $144
 $3,123
 $414
 $12,775

During the year ended December 31, 2016, the Company sold one note
NOTE 5. LOANS TO RELATED PARTIES
Certain directors and executive officers of the Company, including their immediate families and companies in which they have a direct or indirect material interest, were indebted to the Bank. The Company considers these loans to be within the normal course of business. The Company relies on the directors and executive officers for the identification of their associates.
The following table presents activity in loans to related parties during 2017.
(Dollars in thousands) 
  
Balance, beginning of year$677
New loans311
Repayments(315)
Balance, end of year$673


NOTE 6. PREMISES AND EQUIPMENT
The following table summarizes premises and equipment at December 31.
(Dollars in thousands)2017 2016
    
Land$7,664
 $7,717
Buildings and improvements31,154
 30,626
Leasehold improvements2,482
 1,719
Furniture and equipment22,023
 21,032
Construction in progress89
 68
 63,412
 61,162
Less accumulated depreciation and amortization28,603
 26,291
 $34,809
 $34,871
31, 2023 and 2022.
20232022
Land$7,556 $7,583 
Buildings and improvements24,570 24,813 
Leasehold improvements5,557 5,359 
Furniture and equipment22,195 21,849 
Construction in progress593 59 
60,471 59,663 
Less accumulated depreciation31,078 30,335 
$29,393 $29,328 
Depreciation expense totaled $2,650,000, $2,311,000,$1.9 million, $2.1 million, and $2,310,000$2.3 million for the years ended December 31, 2017, 20162023, 2022 and 2015.
2021, respectively. During 2016, $5,600,0002022, 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 predominantly furniture and equipment, wasthe 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 as retired from active use.asset for a period of time in exchange for consideration. The Company recorded a losshas primarily entered into operating leases for branches and office space. Most of $147,000the 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 connection with this retirement.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 landis 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 building space associated with certain branch offices, remote automated teller machines,property taxes, are expensed as incurred.
The following table summarizes the Company's right-of-use assets and certain equipment underrelated lease liabilities for the year ended December 31, 2023 and 2022.
December 31, 2023December 31, 2022
Operating lease ROU assets$10,824 $9,270 
Operating lease ROU liabilities11,614 9,976 
Weighted-average remaining lease term (in years)15.114.3
Weighted-average discount rate4.4 %4.1 %

The following table presents information related to the Company's operating lease agreements which expire at various times through 2027. Rent expense charged to operations in connection with these leases totaled $639,000, $601,000 and $435,000 for the years ended December 31, 2017, 20162023 and 2015.2022:
December 31, 2023December 31, 2022
Cash paid for operating lease liabilities$1,224 $1,170 
Operating lease expense1,305 1,406 

113

The following table presents maturities of the Company's lease liabilities by year.
2024$1,349 
20251,371 
20261,403 
20271,437 
20281,194 
Thereafter10,187 
16,941 
Less: imputed interest5,327 
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 summarizes minimum rental commitmentspresents 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 operating leasesmanagement of approximately $67.2 million. In connection with maturities in excessthis 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.
20232022
Balance, beginning of year$3,078 $4,183 
Acquired customer list289 — 
Amortization expense(953)(1,105)
Balance, end of year$2,414 $3,078 
The following table presents the components of one yearother identifiable intangible assets at December 31, 2017.2023 and 2022.
20232022
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Amortized intangible assets:
Core deposit intangibles$8,390 $6,247 $8,390 $5,312 
Other client relationship intangibles289 18 25 25 
Total$8,679 $6,265 $8,415 $5,337 
114

Due in Years Ending December 31
(Dollars in thousands) 
2018$574
2019528
2020496
2021334
2022230
Thereafter474
 $2,636
The following table presents future estimated aggregate amortization expense at December 31, 2023.
2024$836 
2025656 
2026476 
2027297 
2028120 
Thereafter29 
$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 7.8. 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 2014.2020.
The following table summarizes income tax expense for the years ended December 31.31, 2023, 2022 and 2021.
202320222021
Current expense$10,021 $5,170 $7,072 
Deferred (benefit) expense(651)(591)942 
Income tax expense$9,370 $4,579 $8,014 
(Dollars in thousands)2017 2016 2015
Current expense$1,260
 $1,498
 $837
Deferred expense (benefit)443
 (232) 797
Expense due to enactment of federal tax reform legislation2,635
 0
 0
Income tax expense$4,338
 $1,266
 $1,634

The following table reconciles the Company's effective income tax rate to theits statutory federal rate for years ended December 31.
 2017 2016 2015
      
Statutory federal tax rate34.0 % 34.0 % 35.0 %
Increase (decrease) resulting from:     
Tax exempt interest income(13.0)% (16.0)% (11.3)%
Earnings from life insurance(2.4)% (4.7)% (3.8)%
Disallowed interest expense1.0 % 1.0 % 0.4 %
Low-income housing credits and related expense(4.6)% (7.2)% (5.0)%
Regulatory settlement0.0 % 4.3 % 0.0 %
Change in statutory federal tax rate0.0 % 2.3 % 0.0 %
Expense due to enactment of federal tax reform legislation21.2 % 0.0 % 0.0 %
Other(1.3)% 2.3 % 1.9 %
Effective income tax rate34.9 % 16.0 % 17.2 %
Income tax expense includes $405,000, $483,000 and $673,000 related to net security gains for the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021.
202320222021
Statutory federal tax rate21.0 %21.0 %21.0 %
Increase (decrease) resulting from:
State taxes, net of federal benefit1.5 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 expense1.1 0.3 — 
Low-income housing credits and related expenses(0.1)(0.2)(0.2)
Merger-related expenses0.3 — — 
Share-based compensation and related expenses(0.1)(0.5)0.2 
Other0.4 0.4 0.1 
Effective income tax rate20.8 %17.2 %19.6 %
Effective January 1, 2016,Net investment security losses resulted in an income tax benefit of $10 thousand, and $34 thousand for the Company changed its statutory federal tax rate from 35% to 34% to reflect its assessment that it will not be in the higher tax bracket. As a result,years ended December 31, 2023 and 2022, respectively, and an income tax expense for 2016 increased $185,000 dueof $134 thousand related to the application of the new rate to existing deferred balances.
On December 22, 2017, federal tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), was enacted. Among other things, the Tax Act reduced the Company's statutory federal tax rate from 34% to 21% effective January 1, 2018. As a result, we were required to remeasure, through income tax expense, certain deferred tax assets and liabilities using the enacted rate at which we expect them to be recovered or settled. The remeasurement of our net deferred tax asset resulted in additional federal deferred tax expense of $2,635,000, which is included in total tax expense for 2017. Also on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provided guidance on accountinginvestment security losses for the tax effects of the Tax Act. SAB 118 provided for a measurement period that should not extend beyond one year from the Tax Act's enactment date for companies to complete the accounting under ASC 740, Income Taxes. In remeasuring our net deferred tax asset, we estimated the income in 2017 for our limited partnership investments in affordable housing real estate partnerships and interest income on nonperforming loans. Any adjustment between our estimates and the actual amounts determined during the measurement period are not expected to have a material impact to the consolidated financial statements.ended December 31, 2021.
The Company's deferred tax assetsCompany recognizes, when applicable, interest and penalties related to low-income housing credit and alternative minimumunrecognized tax credit carryforwards were not impacted bybenefits in the change in statutory tax rate, as they are treated as payments on future federalprovision for income taxes due and are not subject to remeasurement. However, the Tax Act did change alternative minimum tax credit carryforwards to be refundable credits. To reflect this change, the Company reclassed its alternative minimum tax credit carryforwards, totaling $5,343,000 at December 31, 2017, from deferred tax assets to other assets in the consolidated balance sheets.
results of operations. There were no penalties or interest related to income taxes recorded in the consolidated statements of income statement for the years ended December 31, 2017, 20162023, 2022 and 20152021 and no amounts accrued for penalties as ofat December 31, 20172023 and 2016.2022.

115

The following table summarizes the Company's deferred tax assets and liabilities at December 31.
(Dollars in thousands)2017 2016
Deferred tax assets:   
Allowance for loan losses$2,919
 $4,725
Deferred compensation355
 545
Retirement plans and salary continuation1,301
 1,942
Share-based compensation597
 583
Off-balance sheet reserves207
 313
Nonaccrual loan interest258
 370
Net unrealized losses on securities available for sale0
 600
Goodwill39
 92
Bonus accrual25
 236
Low-income housing credit carryforward2,313
 1,983
Alternative minimum tax credit carryforward0
 4,048
Net operating loss carryforward0
 2,520
Other390
 479
Total deferred tax assets8,404
 18,436
Deferred tax liabilities:   
Depreciation488
 771
Net unrealized gains on securities available for sale757
 0
Mortgage servicing rights536
 777
Purchase accounting adjustments251
 435
Other122
 195
Total deferred tax liabilities2,154
 2,178
Net deferred tax asset, included in Other Assets$6,250
 $16,258
31, 2023 and 2022.
20232022
Deferred tax assets:
Allowance for credit losses$6,445 $5,594 
Deferred compensation491 434 
Retirement and salary continuation plans3,329 3,000 
Share-based compensation712 774 
Off-balance sheet reserves387 359 
Nonaccrual loan interest1,388 467 
Deferred loan fees342 493 
Net unrealized losses on AFS securities7,331 10,405 
Net unrealized losses on cash flow hedges54 204 
Purchase accounting adjustments745 896 
Bonus accrual845 1,241 
Right-of-use lease liability2,594 2,194 
Net operating loss carryforward1,770 1,974 
Depreciation and other677 99 
Total deferred tax assets27,110 28,134 
Deferred tax liabilities:
Depreciation493 — 
Mortgage servicing rights834 884 
Purchase accounting adjustments479 675 
Right-of-use lease asset2,433 2,054 
Investment in partnerships468 473 
Other386 17 
Total deferred tax liabilities5,093 4,103 
Deferred tax asset, net$22,017 $24,031 
At December 31, 2017,2023, the Company has low-income housing credithad 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 through 2037. Deferredbeginning in 2033. A deferred tax assets areasset 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 8.9. 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 who meetcan contribute up to the plan's eligibility requirements.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 $432,000, $334,000$859 thousand, $780 thousand and $361,000$669 thousand for the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021, 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
116

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 $94,000zero and $105,000$18 thousand at December 31, 20172023 and 2016.2022, respectively. Expense for this plan totaled $11,000, $12,000$2 thousand, $4 thousand and $12,000$5 thousand for the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021, 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.liability in the consolidated balance sheets. The trust account balance totaled $1,571,000$2.2 million and $1,483,000$2.0 million at December 31, 20172023 and 20162022, respectively, and is directly offset byin other liabilities in the same amount.consolidated balance sheets. Expense for these plans totaled $10,000, $15,000 and $30,000,$51 thousand for the years ended December 31, 2017, 2016,2023 and 2015.2022 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 $6,109,000$14.9 million and $5,662,000$13.6 million at December 31, 20172023 and 2016.2022, respectively. Expense for these plans totaled $739,000, $727,000$1.9 million, $2.0 million and $626,000,$1.7 million, for the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021, 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 $937,000$1.8 million and $860,000$1.7 million at December 31, 20172023 and 2016.2022, respectively. Expense for this plan totaled $77,000, $61,000$130 thousand, $105 thousand and $129,000$104 thousand for the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021, respectively.
Life insurance policy cash values and trustTrust 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 9.10. SHARE-BASED COMPENSATION PLANS
The Company maintains share-based compensation plans under itsthe 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. Under the Plan, 381,920 shares of the common stock of the Company, were reserved to be issued. At December 31, 2017, 82,277 shares were available to be issued.
The 2011 Plan incentiveand awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. All employees of the Company and its present or future subsidiaries, and members of the Board of Directors of the Company or any subsidiary of the Company, are eligible to participate in the 2011 Plan. 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 of awards 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 2017.2023.
Shares
Weighted Average Grant Date
Fair Value
Nonvested shares, beginning of year284,909 $22.35 
Granted149,501 23.55 
Forfeited(35,713)22.66 
Vested(107,466)22.56 
Nonvested shares, end of year291,231 $22.85 
 Shares 
Weighted Average Grant Date
Fair Value
    
Nonvested shares, beginning of year227,337
 $16.88
Granted67,753
 22.52
Forfeited(13,079) 18.36
Vested(13,600) 17.95
Nonvested shares, end of year268,411
 $18.18
The following table presents restricted shares compensation expense, with tax benefit information, and fair value of shares vested for the years endedat December 31, 2017, 2016,2023, 2022 and 2015.2021.
202320222021
Restricted share award expense$2,349 $2,012 $1,901 
Restricted share award federal tax benefit493 423 334 
Fair value of shares vested2,460 2,498 1,539 
117

 Years Ended December 31,
(Dollars in thousands)2017 2016 2015
      
Restricted share award expense$1,369
 $941
 $732
Restricted share award tax benefit465
 320
 256
Fair value of shares vested303
 237
 43
At December 31, 20172023, 2022 and 2016,2021, unrecognized compensation expense related to the share awards totaled $2,035,000,$3.4 million, $3.0 million, and $2,169,000.$2.3 million, respectively. The unrecognized compensation expense at December 31, 20172023 is expected to be recognized over a weighted-average period of 1.81.7 years.

The following table presents a summary of outstanding stock options activity for 2017.
 Shares 
Weighted Average
Exercise Price
    
Outstanding, beginning of year80,370
 $27.37
Forfeited(1,300) 21.14
Expired(19,487) 32.33
Options outstanding and exercisable, end of year59,583
 $25.89
The exercise price of each option equals the market price of the Company’s stock on the grant date. An option’s maximum term is ten years. All options are fully vested upon issuance. The following table presents information pertaining to optionsThere were no outstanding and exercisable stock options at December 31, 2017.
Range of
Exercise Prices
 
Number
Outstanding and Exercisable
 
Weighted Average
Remaining Contractual
Life (Years)
 
Weighted
Average
Exercise Price
       
$21.14 - $24.99 33,699
 2.36 $21.49
$25.00 - $29.99 2,792
 2.25 25.76
$30.00 - $34.99 15,744
 0.47 30.10
$35.00 - $37.59 7,348
 1.52 37.08
$21.14 - $37.59 59,583
 1.75 $25.89
Outstanding2023 and exercisable options had an intrinsic value of $127,000 at December 31, 2017 and $39,000 at December 31, 2016.2022.
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, 2017, 179,3722023, 139,146 shares were available to be issued.
The following table presents information for the employee stock purchase plan for the years ended December 31, 2017, 20162023, 2022 and 2015.
 Years Ended December 31,
(Dollars in thousands except share information)2017 2016 2015
      
Shares purchased6,632
 6,334
 6,305
Weighted average price of shares purchased$20.57
 $16.64
 $15.83
Compensation expense recognized17
 17
 8
Tax benefits6
 6
 3
2021.
202320222021
Shares purchased6,449 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 10.11. DEPOSITS
The following table summarizes deposits by type at December 31.31, 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.
 2017 2016
(Dollars in thousands)   
Noninterest-bearing$162,343
 $150,747
NOW and money market687,936
 613,232
Savings95,148
 91,706
Time (less than $250,000)252,200
 277,899
Time ($250,000 or more)21,888
 18,868
Total$1,219,515
 $1,152,452
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.
20232022
Noninterest-bearing demand deposits$430,959 $501,963 
Interest-bearing demand deposits1,000,652 987,158 
Savings720,696 736,124 
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 for years endingas of December 31.31, 2023.
2024$381,911 
202512,862 
20265,193 
20272,708 
20282,567 
Thereafter1,266 
$406,507 

118

(Dollars in thousands) 
2018$107,765
201988,028
202071,149
20214,547
20221,722
Thereafter877
 $274,088
Brokered money market deposit balances were $20.1 million and $1.0 million at December 31, 2023 and 2022, respectively. Brokered time deposits totaled $96,368,000 and $85,994,000zero at December 31, 20172023 and 2016.2022. Management evaluates brokered deposits as a funding option, taking into consideration regulatory views on such deposits as non-core funding sources. Time deposits that meet or exceed the FDIC limit of $250,000 at December 31, 2017 totaled $21,888,000.
The Company accepts deposits of
NOTE 12. RELATED PARTY TRANSACTIONS
Directors and executive officers and directors 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 same terms, including interest rates, as those prevailing atdirectors and executive officers for the time for comparable transactions with unrelated persons. Depositsidentification of their associates.
Loans to principal officers, and directors and their related interests totaled $3,723,000 and $2,826,000during 2023 were as follows:
Balance, beginning of year$91
New loans123
Repayments(88)
Director and officer relationship changes163
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, 20172023 or 2022.
At December 31, 2023 and 2016.2022, the Company had approximately $3.6 million and $4.0 million, respectively, in deposits from related parties, including directors and certain executive officers.

NOTE 11.13. SHORT-TERM BORROWINGS
The Company has short-term borrowing capability including short-term borrowings from the FHLB federal funds purchased and the FRB discount window.
The following table summarizes the use of these short-term borrowings at and for the years ended December 31.31, 2023, 2022 and 2021.
202320222021
Balance at year-end$97,500 $104,684 $— 
Weighted average interest rate at year-end5.68 %4.45 %— %
Average balance during the year$87,370 $13,846 $38,546 
Average interest rate during the year5.46 %3.97 %0.33 %
Maximum month-end balance during the year$120,984 $104,684 $55,729 
(Dollars in thousands)2017 2016 2015
      
Balance at year-end$50,000
 $52,000
 $60,000
Weighted average interest rate at year-end1.21% 0.76% 0.53%
Average balance during the year$54,610
 $17,841
 $55,106
Average interest rate during the year1.08% 0.61% 0.43%
Maximum month-end balance during the year$72,000
 $52,000
 $83,500

In addition,At December 31, 2023 and 2022, the Company has repurchase agreementshad availability under FHLB lines for its short-term borrowings totaling $52.5 million and $45.3 million, respectively.
119

The Company also enters into borrowing arrangements with certain of its deposit customers.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.repurchase agreements. The following table summarizes the use of securities sold underprovides additional details for repurchase agreements, to repurchasewhich excludes federal funds purchased, at and for the years ended December 31.31, 2023, 2022 and 2021.
202320222021
Balance at year-end$9,785 $17,251 $23,301 
Weighted average interest rate at year-end0.76 %0.60 %0.11 %
Average balance during the year$14,099 $22,294 $22,888 
Average interest rate during the year0.80 %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 

(Dollars in thousands)2017 2016 2015
      
Balance at year-end$43,576
 $35,864
 $29,156
Weighted average interest rate at year-end0.56% 0.20% 0.20%
Average balance during the year$43,205
 $38,546
 $30,156
Average interest rate during the year0.45% 0.20% 0.20%
Maximum month-end balance during the year$55,270
 $52,693
 $37,558
Fair value of securities underlying the agreements at year-end53,485
 56,201
 35,470
Federal funds purchased and securities sold under agreements to repurchase generally mature within one day from the transaction date.
NOTE 12.14. LONG-TERM DEBT
At December 31,The following table presents components of the Company’s long-term debt consisted of the following:at December 31, 2023, and 2022.
 AmountWeighted Average rate
2023202220232022
FHLB fixed rate advances maturing:
2025$15,000 $— 4.57 %— %
202825,000 — 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 %

 Amount Weighted Average rate
(Dollars in thousands)2017 2016 2017 2016
FHLB fixed rate advances maturing:       
2017$0
 $20,000
 0.00% 1.00%
201940,000
 0
 1.86% 0.00%
202040,350
 350
 1.76% 7.40%
 80,350
 20,350
 1.81% 1.11%
FHLB amortizing advance requiring monthly principal and interest payments, maturing:       
20253,465
 3,813
 4.74% 4.74%
Total FHLB Advances$83,815
 $24,163
 1.93% 1.68%
Except for amortizing advances, interest only is paid on a quarterly basis.
There were five new long term borrowings in 2023 and zero in 2022. The following table summarizes the aggregate amount of future annual principal payments required on these borrowings at December 31, 2017:
Years Ending December 31,
(Dollars in thousands) 
2018$365
201940,382
202040,751
2021421
2022441
Thereafter1,455
 $83,815
2023.
202515,000 
202825,000 
$40,000 
The Bank is a member of the FHLB of Pittsburgh and has availableaccess 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 $517,257,000$1.1 billion at December 31, 2017.2023. The Bank had additional availability of $381,892,000$973.3 million at the FHLB on

December 31, 20172023 based on its qualifying collateral, net of short-term borrowings and long-term debt detailed above and non-deposit letters of credit totaling $1,550,000$609 thousand at December 31, 2017.2023. 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 $30,000,000,$20.0 million, at December 31, 2017. The Company also has a $5,000,000 unsecured line of credit, with a bank, at the prime rate of interest, at December 31, 2017.2023. There were no borrowings under these lines of credit at December 31, 20172023 and 2016.2022.

NOTE 13.15. 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
120

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
121

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.
122

The following table summarizes the notional values and fair value of the Company's derivative instruments at December 31, 2023 and 2022:
December 31, 2023December 31, 2022
Notional AmountBalance Sheet LocationFair ValueNotional AmountBalance Sheet LocationFair Value
Derivatives designated as hedging instruments:
Cash flow hedge designation:
Interest rate swaps - FHLB advances$75,000 Other assets$135 n/an/an/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$100,000 Other liabilities(1,718)n/an/an/a
Total derivatives designated as hedging instruments$(2,009)$(973)
Derivatives not designated as hedging instruments:
Interest rate swaps$216,485 Other assets$11,157 $128,385 Other assets$10,437 
Interest rate swaps216,485 Other liabilities(11,253)128,385 Other liabilities(10,262)
Purchased options – rate cap5,909 Other assets8 6,000 Other assets29 
Written options – rate cap5,909 Other liabilities(8)6,000 Other liabilities(29)
Risk participations - sold credit protection32,722 Other liabilities(59)29,019 Other liabilities(69)
Risk participations - purchased credit protection11,035 Other assets28 4,941 Other assets16 
Interest rate lock commitments with customers2,181 Other assets55 1,356 Other assets35 
Forward sale commitments688 Other assets(4)3,483 Other assets140 
Total derivatives not designated as hedging instruments$(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 AssetsCumulative Amounts of Fair Value Hedging Adjustments Included in the Carrying Amounts of the Hedged Assets
2023202220232022
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
202320222021
Derivatives in cash flow hedging relationships:
Interest rate products$682 $(972)$473 
Total$682 $(972)$473 

123

Amount of Loss Reclassified from AOCI into IncomeLocation of Loss Recognized from AOCI into Income
202320222021
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 IncomeLocation of (Loss) Gain Recognized in Income
202320222021
Derivatives designated as hedging instruments
Fair value hedge designation:
Interest rate swaps - commercial loans 1
$4 n/an/aInterest income on loans
Derivatives not designated as hedging instruments:
Interest rate products$(232)$30 $41 Other operating expenses
Risk participation agreements(16)88 (2)Other operating expenses
Interest rate lock commitments with customers20 (318)(320)Mortgage banking activities
Forward sale commitments(144)88 113 Mortgage banking activities
Total derivatives not designated as hedging instruments$(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 RateWeighted Average Receive RateWeighted Average Maturity in Years
December 31, 2023
Cash flow hedge designation:
Interest rate swaps - FHLB advances3.49 %5.34 %4.3
Interest rate swaps - AFS securities5.34 %3.73 %0.7
Fair value hedge designation:
Interest rate swaps - commercial loans4.12 %5.34 %3.7
December 31, 2022
Cash flow hedge designation:
Interest rate swaps - AFS securities3.81 %3.81 %1.2

124

NOTE 17. SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL
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, 2017, approximately 665,000 shares were available to be issued under the plan.
On January 19, 2016, the Company filed a shelf registration statement on Form S-3 with the SEC that provides for up to an aggregate of $100,000,000, through the sale of common stock, preferred stock, warrants, debt securities, and units. To date, the Company has not issued any securities under this shelf registration statement.
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"), the Companyan entity must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The required capital conservation buffer forCompany and the Company was 0.625% for 2016 and 1.25% for 2017, and will be 1.875% for 2018 and 2.50% for 2019 under phase-in rules. TheBank have elected not to include net unrealized gain or loss on available for sale securities is notlosses included in AOCI in computing regulatory capital. Management believes
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 applicable capital adequacy requirements to which they are subject at December 31, 2017 .
2023 and 2022. Prompt corrective action regulations provide five classifications: well capitalized,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, 2017 and 2016,2023, 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 category.classification.

125

The following table presents capital amounts and ratios at December 31, 20172023 and 2022.
 Actual
For Capital Adequacy Purposes
 (includes applicable capital conservation buffer)
To Be Well
Capitalized Under
Prompt Corrective
Action Regulations
AmountRatioAmountRatioAmountRatio
December 31, 2023
Total risk-based capital:
Orrstown Financial Services, Inc.$326,878 13.0 %$264,019 10.5 %n/an/a
Orrstown Bank320,687 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/an/a
Orrstown Bank292,160 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/an/a
Orrstown Bank292,160 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/an/a
Orrstown Bank292,160 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/an/a
Orrstown Bank292,933 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/an/a
Orrstown Bank266,122 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/an/a
Orrstown Bank266,122 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/an/a
Orrstown Bank266,122 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, 2016.
 Actual 
For Capital Adequacy Purposes
 (includes applicable capital conservation buffer)
 
To Be Well
Capitalized Under
Prompt Corrective
Action Regulations
(Dollars in thousands)Amount Ratio Amount Ratio Amount Ratio
December 31, 2017           
Total Capital to risk weighted assets           
Consolidated$152,386
 13.3% $106,040
 9.250% n/a
 n/a
Bank148,997
 13.0% 105,747
 9.250% $114,321
 10.0%
Tier 1 Capital to risk weighted assets           
Consolidated138,774
 12.1% 83,112
 7.250% n/a
 n/a
Bank135,385
 11.8% 82,883
 7.250% 91,457
 8.0%
Common Tier 1 (CET1) to risk weighted assets           
Consolidated138,774
 12.1% 65,917
 5.750% n/a
 n/a
Bank135,385
 11.8% 65,734
 5.750% 74,308
 6.5%
Tier 1 Capital to average assets           
Consolidated138,774
 8.9% 62,042
 4.0% n/a
 n/a
Bank135,385
 8.7% 62,066
 4.0% 77,582
 5.0%
December 31, 2016           
Total Capital to risk weighted assets           
Consolidated$139,033
 14.6% $82,391
 8.625% n/a
 n/a
Bank126,408
 13.2% 82,328
 8.625% $95,453
 10.0%
Tier 1 Capital to risk weighted assets           
Consolidated127,033
 13.3% 63,286
 6.625% n/a
 n/a
Bank114,417
 12.0% 63,238
 6.625% 76,363
 8.0%
Common Tier 1 (CET1) to risk weighted assets           
Consolidated127,033
 13.3% 48,957
 5.125% n/a
 n/a
Bank114,417
 12.0% 48,920
 5.125% 62,045
 6.5%
Tier 1 Capital to average assets           
Consolidated127,033
 9.3% 54,453
 4.0% n/a
 n/a
Bank114,417
 8.4% 54,500
 4.0% 68,126
 5.0%
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 underpursuant to which the Company maycould repurchase up to 5%416,000 shares of the Company's outstanding shares of common stock, or approximately 416,000 shares, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange ActAct. On April 19, 2021, the Board of 1934, as amended.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, 2017, 82,7252023, 949,533 shares had been repurchased under the program at a total cost of $1,438,000,$21.2 million, or $17.38$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 24, 2018,23, 2024, the Board declared a cash dividend of $0.12$0.20 per common share, which was paid on February 9, 2018.13, 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
NOTE 14. RESTRICTIONS ON DIVIDENDS, LOANS AND ADVANCES
126

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. Banking regulations limitIn addition, any dividend increases prior to the amountcompletion of dividends that maythe merger of equals with Codorus Valley Bancorp, Inc. must be paidapprove by Codorus Valley Bancorp, Inc.
At December 31, 2023, there were no loans from the Bank to any nonbank affiliate, including the Parent Company without prior approval of regulatory agencies. Accordingly, at December 31, 2017, $15,875,000 was available for dividend distribution from the Bank to the Parent Company in 2018.

Under current Federal Reserve regulations, the Bank is limited in the amount it may lend to the Parent Company and its nonbank subsidiary. LoansCompany. The Bank's loans to a single affiliate may not exceed 10%, and loans to all affiliates may not exceed 20%, of the bank’sBank’s capital stock, surplus, and undivided profits, plus the ALLACL (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, 2017,2023 and 2022, the maximum amount the Bank hashad available to loan nonbank affiliates was $14,900,000. At December 31, 2017, there were no loans from the Bank to anya nonbank affiliate including the Parent Company.was $32.1 million and $29.3 million, respectively.

NOTE 15.18. EARNINGS PER SHARE
EarningsThe following table presents earnings per share for the years ended December 31, were as follows:2023, 2022 and 2021.
202320222021
Net income$35,663 $22,037 $32,881 
Weighted average shares outstanding - basic10,340 10,553 10,967 
Dilutive effect of share-based compensation95 153 139 
Weighted average shares outstanding - diluted10,435 10,706 11,106 
Per share information:
Basic earnings per share$3.45 $2.09 $3.00 
Diluted earnings per share3.42 2.06 2.96 
(In thousands, except per share data)2017 2016 2015
      
Net income$8,090
 $6,628
 $7,874
Weighted average shares outstanding - basic8,070
 8,059
 8,107
Dilutive effect of share-based compensation156
 86
 35
Weighted average shares outstanding - diluted8,226
 8,145
 8,142
Per share information:     
Basic earnings per share$1.00
 $0.82
 $0.97
Diluted earnings per share0.98
 0.81
 0.97
Average outstanding stock options of 42,000, 90,000 and 109,000 forFor the years ended December 31, 2017, 20162023, 2022 and 20152021, there were not included inaverage 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, due toas the exercisegrant price exceedingexceeded the average market price. The dilutive effect of share-based compensation in each yearperiod above relates principally to restricted stock awards.


NOTE 16.19. 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 customers and to reduce its own exposure to fluctuations in interest rates.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 contract,contractual, or notional, amounts.
 December 31,
(Dollars in thousands)2017 2016
Commitments to fund:   
Home equity lines of credit$139,281
 $126,811
1-4 family residential construction loans11,420
 7,820
Commercial real estate, construction and land development loans44,592
 43,830
Commercial, industrial and other loans145,394
 111,884
Standby letters of credit12,273
 7,097
amounts at December 31, 2023, and 2022.
20232022
Commitments to fund:
Home equity lines of credit$337,460 $296,213 
1-4 family residential construction loans40,330 49,538 
Commercial real estate, construction and land development loans132,607 156,560 
Commercial, industrial and other loans357,099 338,286 
Standby letters of credit24,529 23,229 
Commitments to extend credit are agreements to lend to a customerclient 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
127

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 customer’sclient’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 customer.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 customerclient 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 customers.clients. The Company holds collateral supporting those commitments when deemed necessary by management. The liability, at December 31, 20172023 and 2016,2022, for guarantees under standby letters of credit issued was not considered to be material.
The Company currently 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, in other liabilities. This reserve totaled $816,000 and $784,000 atfunded. For the years ended December 31, 20172022 and 2016. The following table presents2021, the net amount expensed (recovered)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 this off-balance sheet credit exposures reserve.
 For the Years Ended December 31,
(Dollars in thousands)2017 2016 2015
      
Off-balance sheet credit exposures expense (recovery)$32
 $312
 $(13)
exposures.
The Company sellsmay sell loans to the FHLB of Chicago as part of its Mortgage Partnership Finance Program ("MPF Program.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 $31,977,000$9.6 million and $35,678,000$10.7 million at December 31, 20172023 and 2016,2022, respectively, with limited recourse back to the Company on these loans of $1,135,000$385 thousand and $1,029,000,$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 expenses. The following table presentsoperating expenses on the netconsolidated statements of income. These amounts expensed.were not material for the years ended December 31, 2023, 2022 and 2021.

 For the Years Ended December 31,
(Dollars in thousands)2017 2016 2015
      
MPF program recourse loss expense$25
 $18
 $127
NOTE 17.20. 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 :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.

128

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:
Securities
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 discounted cash flow.DCF. Level 2 investment securities include U.S. agency securities, mortgage-backed securities,MBS, obligations of states and political subdivisions and certain corporate, asset backedasset-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.available-for-sale.
The Company had nofair 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 measured on a recurring basis at December 31, 2017 or 2016. are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.
129

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 20172023 or 2022.
Level 1Level 2Level 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 
Other126   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 
Other377 — — 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, 2016.2023 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.
130

(Dollars in Thousands)Level 1 Level 2 Level 3 
Total Fair
Value
Measurements
December 31, 2017       
AFS Securities:       
States and political subdivisions$0
 $159,458
 $0
 $159,458
GSE residential MBSs0
 49,530
 0
 49,530
GSE residential CMOs0
 111,119
 0
 111,119
Private label residential CMOs0
 1,003
 0
 1,003
Private label commercial CMOs0
 7,653
 0
 7,653
Asset-backed0
 86,431
 0
 86,431
Total debt securities0
 415,194
 0
 415,194
Equity securities0
 114
 0
 114
Totals$0
 $415,308
 $0
 $415,308
December 31, 2016       
AFS Securities:       
U.S. Government Agencies$0
 $39,592
 $0
 $39,592
States and political subdivisions0
 164,282
 0
 164,282
GSE residential MBSs0
 116,944
 0
 116,944
GSE residential CMOs0
 69,383
 0
 69,383
GSE commercial CMOs0
 4,856
 0
 4,856
Private label residential CMOs0
 5,006
 0
 5,006
Total debt securities0
 400,063
 0
 400,063
Equity securities0
 91
 0
 91
Totals$0
 $400,154
 $0
 $400,154
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:
20232022
Balance, beginning of year$27,193 $23,147 
Unrealized gains (losses) included in OCI358 (1,859)
Purchases871 21,237 
Net discount accretion62 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:
20232022
Balance, beginning of year$35 $353 
Total gains (losses) included in earnings20 (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 resultresults 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.
ImpairedIndividually Evaluated Loans
LoansUpon 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 impaired loans evaluated individually for all loan classes can bewas based on either the observable market price of the loan, the fair value of the collateral, or discounted cash flows based on a market rate of interest for performing TDRs.DCF. For collateral-

dependentcollateral-dependent loans, fair value iswas 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). Impaired loans with an allocation to the ALL are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements
131

Changes in the fair value of impairedindividually evaluated loans for those still held at December 31and considered in the determination as toof the provision for loancredit losses totaled $867,000, $268,000 were a decline of $332 thousand, zero and $888,000 $247 thousandfor the years ended December 31, 2017, 2016,2023, 2022 and 2015.2021, respectively.
Foreclosed Real EstateMortgage Servicing Rights
OREO property acquired through foreclosure is initially recorded atMSRs 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 property at the transfer date lessMSRs exceeds their estimated selling cost. Subsequently, OREOfair values, a valuation allowance is carried at the lower of its carrying value or the fair value less estimated selling cost.established for such impairment. Fair value adjustments on the MSRs only occurs if there is usually determined based upon an independent third-party appraisal of the property or occasionally upon a recent sales offer. Specific charges to value OREO at the lower of cost or fair value on properties held atimpairment charge. At both December 31, 20172023 and 2016 were $0 and $43,000. Changes in2022, the fair value of foreclosed real estateMSR impairment reserve was zero for those still held atboth periods. For the years ended December 31, charged2023 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 OREO totaled $0, $43,000, and $32,000 forincreases in market rates, due to increases in market rates, which increased the years ending December 31, 2017, 2016, and 2015.MSR's fair value.
The following table summarizes assets measured at fair value on a nonrecurring basis at December 31, 20172023 and December 31, 2016.2022.
Level 1Level 2Level 3
Total
Fair Value
Measurements
December 31, 2023
Individually evaluated loans
Commercial real estate:
Owner-occupied$ $ $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 $116 
Non-owner occupied residential— — 
Residential mortgage:
First lien— — 309 309 
Home equity - lines of credit— — 86 86 
Total impaired loans$— $— $520 $520 
132

(Dollars in thousands)Level 1 Level 2 Level 3 
Total
Fair Value
Measurements
December 31, 2017       
Impaired Loans       
Commercial real estate:       
Owner-occupied$0
 $0
 $430
 $430
Non-owner occupied0
 0
 4,066
 4,066
Multi-family0
 0
 165
 165
Non-owner occupied residential0
 0
 344
 344
Commercial and industrial0
 0
 53
 53
Residential mortgage:       
First lien0
 0
 1,951
 1,951
Home equity - lines of credit0
 0
 161
 161
Installment and other loans0
 0
 3
 3
Total impaired loans$0
 $0
 $7,173
 $7,173
December 31, 2016       
Impaired loans       
Commercial real estate:       
Owner-occupied$0
 $0
 $777
 $777
Non-owner occupied0
 0
 736
 736
Multi-family0
 0
 199
 199
Non-owner occupied residential0
 0
 409
 409
Acquisition and development:       
Commercial and land development0
 0
 1
 1
Commercial and industrial0
 0
 66
 66
Residential mortgage:       
First lien0
 0
 1,994
 1,994
Home equity - lines of credit0
 0
 162
 162
Installment and other loans0
 0
 6
 6
Total impaired loans$0
 $0
 $4,350
 $4,350
        
Foreclosed real estate       
Residential$0
 $0
 $88
 $88

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 TechniquesUnobservable InputRange
December 31, 2023
Individually evaluated loans$514Appraisal of collateralManagement adjustments on appraisals for property type and recent activity10% - 70% discount
 - Management adjustments for liquidation expenses3.3% - 12.3% discount
December 31, 2022
Impaired loans$520 Appraisal of collateralManagement adjustments on appraisals for property type and recent activity10% - 25% discount
 - Management adjustments for liquidation expenses6.08% - 17.93% discount

133

 Fair Value
Estimate
 Valuation Techniques Unobservable Input Range
December 31, 2017       
Impaired loans$7,173
 Appraisal of collateral Management adjustments on appraisals for property type and recent activity 7% - 75% discount
      - Management adjustments for liquidation expenses 0% - 20% discount
December 31, 2016       
Impaired loans$4,350
 Appraisal of collateral Management adjustments on appraisals for property type and recent activity 10% - 75% discount
      - Management adjustments for liquidation expenses 0% - 41% discount
Foreclosed real estate88
 Appraisal of collateral Management adjustments on appraisals for property type and recent activity 13% - 17% discount
      - Management adjustments for liquidation expenses 10% - 18% 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 ValueLevel 1Level 2Level 3
December 31, 2023
Financial Assets
Cash and due from banks$32,586 $32,586 $32,586 $ $ 
Interest-bearing deposits with banks32,575 32,575 32,575   
Restricted investments in bank stock11,992 n/an/an/an/a
Investment securities513,519 513,519 17,966 467,700 27,853 
Loans held for sale5,816 5,816  5,816  
Loans, net of allowance for credit losses2,269,611 2,159,745   2,159,745 
Derivatives11,383 11,383  11,328 55 
Accrued interest receivable13,630 13,630  4,987 8,643 
Financial Liabilities
Deposits2,558,814 2,555,904  2,555,904  
Securities sold under agreements to repurchase and federal funds purchased9,785 9,785  9,785  
FHLB advances and other borrowings137,500 137,500  137,500  
Subordinated notes32,093 29,887  29,887  
Derivatives13,464 13,464  13,464  
Accrued interest payable2,560 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 banks32,346 32,346 32,346 — — 
Restricted investments in bank stock10,642 n/an/an/an/a
Investment securities513,728 513,728 17,668 468,867 27,193 
Loans held for sale10,880 10,880 — 10,880 — 
Loans, net of allowance for loan losses2,126,054 1,991,164 — — 1,991,164 
Derivatives10,517 10,517 — 10,482 35 
Accrued interest receivable11,027 11,027 — 4,441 6,586 
Financial Liabilities
Deposits2,444,939 2,440,660 — 2,440,660 — 
Deposits held for assumption in connection with sale of bank branches31,307 29,429 — 29,429 — 
Securities sold under agreements to repurchase and federal funds purchased17,251 17,251 — 17,251 — 
FHLB advances and other borrowings106,139 106,141 — 106,141 — 
Subordinated notes32,026 31,321 — 31,321 — 
Derivatives11,333 11,333 — 11,333 — 
Accrued interest payable457 457 — 457 — 
Off-balance sheet instruments— — — — — 

In additionaccordance 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 those disclosed above,measure the fair value of financial instruments at December 31, 2023 and 2022 represents an approximation of exit price; however, an actual exit price
134

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 used the following methods and significant assumptions to estimate fair valueannounced on December 23, 2022. This agreement provided for the indicated instruments: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.
Cash
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 Dueall 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 Banksinterest income, including loans and Interest-Bearing Deposits with Bankssecurities, 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 carrying amountsCompany 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 cashincome), stop payment charges, statement rendering, and due from banks and interest-bearing deposits with banks approximate fair value.
Loans Held for Sale
LHFSACH fees, are carriedrecognized at the lowertime 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 cost 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 fair value.to transact on their accounts. These loans typically consist of one-to-four family residential loans originated for sale intofees are primarily earned over time as the secondary market. Fair value isCompany provides the contracted services and are generally assessed based on a tiered scale of the price secondary marketsmarket value of assets under management. Fees that are currently offering for similar loans using observable market datatransaction 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 materially different than cost duecontrol the services rendered to the short duration between origination and sale.clients, brokerage income is presented net of related costs.
Loans
For variable rate loans that reprice frequently and have no significant change in credit risk, fair value is based on carrying value. Fair value for fixed rate loans is estimated using discounted cash flow analyses, using interest rates currently being offered in the market for loans with similar terms to borrowers of similar credit quality.
Restricted Investments in Bank Stocks
These investments are carried at cost.Interchange Income - The Company is required to maintain minimum investment balances in these stocks, whichearns 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 not actively traded and therefore have no readily determinable market value.
Deposits
The fair value disclosed for demand deposits is, by definition, equalrecognized daily, concurrently with the transaction processing services provided to the amount payable on demand atcardholder. Interchange income is presented net of cardholder rewards.
At December 31, 2023, 2022 and 2021, the reporting date (that is, the carrying amount). The carrying amountCompany had receivables from trust and wealth management clients totaling $697 thousand, $641 thousand and $702 thousand, respectively.

135


Short-Term Borrowings
The carrying amounts of federal funds purchased; borrowings under Repurchase Agreements; and other short-term borrowings maturing within 90 days approximates fair value. Fair value of other short-term borrowings is estimated using discounted cash flow analysis based on the Company’s current borrowing rates for similar types of borrowing arrangements.
Long-Term Debt
Fair value of the Company’s fixed rate long-term borrowings is estimated using a discounted cash flow analysis based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements. The carrying amounts of variable rate long-term borrowings approximates fair value at the reporting date.
Accrued Interest
The carrying amounts of accrued interest receivable and payable approximate their fair value.
Off-Balance Sheet Instruments
The Company generally does not charge commitment fees. Fees for standby letters of credit and other off-balance sheet instruments are not significant.

The following table presents estimated fair values of the Company’s financial instruments atCompany's noninterest income disaggregated by revenue source for the years ended December 31.31, 2023, 2022 and 2021.
202320222021
Noninterest income
Service charges on deposit accounts and ATM fees$4,266 $4,157 $3,337 
Trust and investment management income7,691 7,631 7,896 
Brokerage income3,649 3,620 3,571 
Interchange income3,873 4,056 4,129 
Revenue from contracts with clients19,479 19,464 18,933 
Other service charges600 456 356 
Mortgage banking activities591 407 5,909 
Income from life insurance2,482 2,339 2,273 
Swap fee income1,039 2,632 293 
Other income1,508 1,814 750 
Investment securities (losses) gains(47)(160)638 
Total noninterest income$25,652 $26,952 $29,152 

(Dollars in thousands)
Carrying
Amount
 Fair Value Level 1 Level 2 Level 3
December 31, 2017         
Financial Assets         
Cash and due from banks$21,734
 $21,734
 $21,734
 $0
 $0
Interest-bearing deposits with banks8,073
 8,073
 8,073
 0
 0
Restricted investments in bank stock9,997
 n/a
 n/a
 n/a
 n/a
Securities available for sale415,308
 415,308
 0
 415,308
 0
Loans held for sale6,089
 6,272
 0
 6,272
 0
Loans, net of allowance for loan losses997,216
 994,617
 0
 0
 994,617
Accrued interest receivable5,048
 5,048
 0
 2,580
 2,468
Financial Liabilities         
Deposits1,219,515
 1,213,288
 0
 1,213,288
 0
Short-term borrowings93,576
 93,576
 0
 93,576
 0
Long-term debt83,815
 83,949
 0
 83,949
 0
Accrued interest payable495
 495
 0
 495
 0
Off-balance sheet instruments0
 0
 0
 0
 0
December 31, 2016         
Financial Assets         
Cash and due from banks$16,072
 $16,072
 $16,072
 $0
 $0
Interest-bearing deposits with banks14,201
 14,201
 14,201
 0
 0
Restricted investments in bank stock7,970
 n/a
 n/a
 n/a
 n/a
Securities available for sale400,154
 400,154
 0
 400,154
 0
Loans held for sale2,768
 2,843
 0
 2,843
 0
Loans, net of allowance for loan losses870,616
 870,470
 0
 0
 870,470
Accrued interest receivable4,672
 4,672
 0
 2,643
 2,029
Financial Liabilities         
Deposits1,152,452
 1,149,727
 0
 1,149,727
 0
Short-term borrowings87,864
 87,864
 0
 87,864
 0
Long-term debt24,163
 24,966
 0
 24,966
 0
Accrued interest payable437
 437
 0
 437
 0
Off-balance sheet instruments0
 0
 0
 0
 0


NOTE 18.22. ORRSTOWN FINANCIAL SERVICES, INC. (PARENT COMPANY ONLY) CONDENSED FINANCIAL INFORMATION
Condensed Balance Sheets
December 31,
20232022
Assets
Cash in bank subsidiary$13,996 $8,477 
Investment in bank subsidiary284,540 249,266 
Other assets659 3,466 
Total assets$299,195 $261,209 
Liabilities
Subordinated notes$32,093 $32,026 
Accrued interest and other liabilities2,046 287 
Total liabilities34,139 32,313 
Shareholders’ Equity
Common stock583 584 
Additional paid-in capital189,027 189,264 
Retained earnings117,667 92,473 
Accumulated other comprehensive loss(28,476)(39,913)
Treasury stock(13,745)(13,512)
Total shareholders’ equity265,056 228,896 
Total liabilities and shareholders’ equity$299,195 $261,209 
136

 December 31,
(Dollars in thousands)2017 2016
Assets   
Cash in Orrstown Bank$703
 $10,263
Deposits with other banks214
 307
Total cash917
 10,570
Securities available for sale114
 91
Investment in Orrstown Bank140,429
 121,362
Other assets3,953
 3,519
Total assets$145,413
 $135,542
    
Liabilities$648
 $683
Shareholders’ Equity   
Common stock435
 437
Additional paid-in capital125,458
 124,935
Retained earnings16,042
 11,669
Accumulated other comprehensive income (loss)2,845
 (1,165)
Treasury stock(15) (1,017)
Total shareholders’ equity144,765
 134,859
Total liabilities and shareholders’ equity$145,413
 $135,542
Condensed Statements of Income
For the Years Ended December 31,
202320222021
Income
Dividends from bank subsidiary$14,000 $27,000 $16,000 
Interest income from bank subsidiary158 29 25 
Other income21 16 119 
Total income14,179 27,045 16,144 
Expenses
Interest on subordinated notes2,017 2,013 2,009 
Share-based compensation484 511 433 
Management fee to bank subsidiary1,449 1,341 1,089 
Merger-related expenses851 — — 
Provision for legal settlement 13,000 — 
Other expenses638 912 704 
Total expenses5,439 17,777 4,235 
Income before income tax benefit and equity in undistributed income of subsidiaries8,740 9,268 11,909 
Income tax benefit(1,106)(3,726)(863)
Income before equity in undistributed income of subsidiaries9,846 12,994 12,772 
Equity in undistributed income of subsidiaries25,817 9,043 20,109 
Net income$35,663 $22,037 $32,881 

137

 For the Years Ended December 31,
(Dollars in thousands)2017 2016 2015
Income     
Dividends from subsidiaries$0
 $2,200
 $17,900
Other interest and dividend income15
 38
 3
Other income61
 62
 35
Total income76
 2,300
 17,938
Expenses     
Share-based compensation247
 216
 135
Management fee to Bank501
 504
 500
Other expenses1,116
 2,152
 1,720
Total expenses1,864
 2,872
 2,355
Income (loss) before income tax benefit and equity in undistributed income (distributions in excess of income) of subsidiaries(1,788) (572) 15,583
Income tax benefit(596) (606) (831)
Income (loss) before equity in undistributed income (distributions in excess of income) of subsidiaries(1,192) 34
 16,414
Equity in undistributed income (distributions in excess of income) of subsidiaries9,282
 6,594
 (8,540)
Net income$8,090
 $6,628
 $7,874


Condensed Statements of Cash Flows
For the Years Ended December 31,
202320222021
Cash flows from operating activities:
Net income$35,663 $22,037 $32,881 
Adjustments to reconcile net income to cash provided by operating activities:
Amortization67 63 59 
Deferred income tax expense (benefit)8 (7)(4)
Equity in undistributed income of subsidiaries(25,817)(9,043)(20,109)
Share-based compensation484 511 433 
Increase (decrease) in accrued interest and other liabilities1,759 231 (40)
Decrease (increase) in other assets2,795 (2,915)375 
Net cash provided by operating activities14,959 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 stock1,872 1,644 1,516 
Payments to repurchase common stock(2,963)(14,468)(2,383)
Other, net136 143 136 
Net cash used in financing activities(9,440)(20,945)(9,011)
Net increase (decrease) in cash5,519 (10,068)4,584 
Cash, beginning8,477 18,545 13,961 
Cash, ending$13,996 $8,477 $18,545 

 For the Years Ended December 31,
(Dollars in thousands)2017 2016 2015
Cash flows from operating activities:     
Net income$8,090
 $6,628
 $7,874
Adjustments to reconcile net income to cash provided by (used in) operating activities:     
Deferred income taxes16
 4
 (53)
Equity in (undistributed income) distributions in excess of income of subsidiaries(9,282) (6,594) 8,540
Share-based compensation247
 216
 135
Net change in other liabilities(35) (6) 17
Other, net(377) (849) (712)
Net cash provided by (used in) operating activities(1,341) (601) 15,801
Cash flows from investing activities:     
Capital contributed to subsidiaries(6,100) 0
 0
Other, net0
 (500) 0
Net cash used in investing activities(6,100) (500) 0
Cash flows from financing activities:     
Dividends paid(3,488) (2,898) (1,822)
Proceeds from issuance of common stock1,276
 847
 794
Payments to repurchase common stock0
 (631) (809)
Net cash used in financing activities(2,212) (2,682) (1,837)
Net increase (decrease) in cash(9,653) (3,783) 13,964
Cash, beginning10,570
 14,353
 389
Cash, ending$917
 $10,570
 $14,353


NOTE 19.23. 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.
On May 25, 2012, SEPTA filedAfter 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 complaintlawsuit 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, and certain current and former officers and directors and executive officers (collectively, the “Defendants”). The complaint alleges, among other things, that (i) in connection with the Company’s Registration Statement on Form S-3 dated February 23, 2010 and its Prospectus Supplement dated March 23, 2010, and (ii) during the purported class period of March 24, 2010 through October 27, 2011, the Company issued materially false and misleading statements regarding the Company’s lending practices and financial results, including misleading statements concerning the stringent nature of the Bank’s credit practices and underwriting standards, the quality of its loan portfolio, and the intended use ofBank, the proceeds from the Company’s March 2010 public offering of common stock. The complaint asserts claims under Sections 11, 12(a) and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and seeks class certification, unspecified money damages, interest, costs, fees and equitable or injunctive relief. Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), motions for appointment of Lead Plaintiff in this case were due by July 24, 2012. SEPTA was the sole movant and the Court appointed SEPTA Lead Plaintiff on August 20, 2012.
Pursuant to the PSLRA and the Court’s September 27, 2012 Order, SEPTA was given until October 26, 2012 to file an amended complaint and the Defendants until December 7, 2012 to file a motion to dismiss the amended complaint. SEPTA’s opposition to the Defendant’s motion to dismiss was originally due January 11, 2013. Under the PSLRA, discovery and all other proceedings in the case were stayed pending the Court’s ruling on the motion to dismiss. The September 27, 2012 Order specified that if the motion to dismiss were denied, the Court would schedule a conference to address discovery and the filing of a motion for class certification. On October 26, 2012, SEPTA filed an unopposed motion for enlargement of time to file its amended complaint in order to permit the parties and new defendants to be named in the amended complaint time to discuss plaintiff’s claims and defendants’ defenses. On October 26, 2012, the Court granted SEPTA’s motion, mooting its September

27, 2012 scheduling Order, and requiring SEPTA to file its amended complaint on or before January 16, 2013 or otherwise advise the Court of circumstances that require a further enlargement of time. On January 14, 2013, the Court granted SEPTA’s second unopposed motion for enlargement of time to file an amended complaint on or before March 22, 2013.
On March 4, 2013, SEPTA filed an amended complaint. The amended complaint expands the list of defendants in the action to include the Company’sCompany's former independent registered public accounting firm and the underwriters of the Company’sCompany's March 2010 public offering of common stock. In addition, among other things,stock asserting claims under the amended complaint extends the purported 1934 Exchange Act class period from March 15, 2010 through April 5, 2012. PursuantFederal securities laws. The Stipulation provided for a payment to the Court’s March 28, 2013 Second Scheduling Order, on May 28, 2013plaintiffs of $15.0 million, to which the Company contributed $13.0 million, a mutual release of claims against all defendants filed their motions to dismissparties, and a stipulation that the amended complaint, and on July 22, 2013 SEPTA filed its “omnibus” opposition to all of the defendants’ motions to dismiss. On August 23, 2013, all defendants filed reply briefs in further support of their motions to dismiss. On December 5, 2013, the Court ordered oral argument on the Orrstown Defendants’ motion to dismiss the amended complaint to be heard on February 7, 2014. Oral argument on the pending motions to dismiss SEPTA’s amended complaint was held on April 29, 2014.
The Second Scheduling Order stayed all discovery in the case pending the outcome of the motions to dismiss, and informed the parties that, if required, a telephonic conference to address discovery and the filing of SEPTA’s motion for class certificationlawsuit would be scheduled after the Court’s ruling on the motions to dismiss.
dismissed with prejudice. On April 10, 2015, pursuant to Court order, all parties filed supplemental briefs addressing the impact of the U.S. Supreme Court’s March 24, 2015 decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund on defendants’ motions to dismiss the amended complaint.
On June 22, 2015, in a 96-page Memorandum, the Court dismissed without prejudice SEPTA’s amended complaint against all defendants, finding that SEPTA failed to state a claim under either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Court ordered that, within 30 days, SEPTA either seek leave to amend its amended complaint, accompanied by the proposed amendment, or file a notice of its intention to stand on the amended complaint.
On July 22, 2015, SEPTA filed a motion for leave to amend under Local Rule 15.1, and attached a copy of its proposed second amended complaint to its motion. Many of the allegations of the proposed second amended complaint are essentially the same or similar to the allegations of the dismissed amended complaint. The proposed second amended complaint also alleges that the Orrstown Defendants did not publicly disclose certain alleged failures of internal controls over loan underwriting, risk management, and financial reporting during the period 2009 to 2012, in violation of the federal securities laws. On February 8, 2016, the Court granted SEPTA’s motion for leave to amend and SEPTA filed its second amended complaint that same day.
On February 25, 2016, the Court issued a scheduling Order directing: all defendants to file any motions to dismiss by March 18, 2016; SEPTA to file an omnibus opposition to defendants’ motions to dismiss by April 8, 2016; and all defendants to file reply briefs in support of their motions to dismiss by April 22, 2016. Defendants timely filed their motions to dismiss the second amended complaint and the parties filed their briefs in accordance with the Court-ordered schedule, above. The February 25, 2016 Order stays all discovery and other deadlines in the case (including the filing of SEPTA’s motion for class certification) pending the outcome of the motions to dismiss.
The allegations of SEPTA’s proposed second amended complaint disclosed the existence of a confidential, non-public, fact-finding inquiry regarding the Company being conducted by the Commission. As disclosed in the Company’s Form 8-K filed on September 27, 2016, on that date the Company entered into a settlement agreement with the Commission resolving the investigation of accounting and related matters at the Company for the periods ended June 30, 2010, to December 31, 2011. As part of the settlement of the Commission’s administrative proceedings and pursuant to the cease-and-desist order, without admitting or denying the Commission’s findings, the Company, its Chief Executive Officer, its former Chief Financial Officer, its former Executive Vice President and Chief Credit Officer, and its Chief Accounting Officer, agreed to pay civil money penalties to the Commission. The Company agreed to pay a civil money penalty of $1,000,000. The Company had previously established a reserve for that amount which was expensed in the second fiscal quarter of 2016. In the settlement agreement with the Commission, the Company also agreed to cease and desist from committing or causing any violations and any future violations of Securities Act Sections 17(a)(2) and 17(a)(3) and Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Rules 12b-20, 13a-1 and 13a-13 promulgated thereunder.
On September 27, 2016, the Orrstown Defendants filed with the Court a Notice of Subsequent Event in Further Support of their Motion to Dismiss the Second Amended Complaint, regarding the settlement with the SEC. The Notice attached a copy of the SEC’s cease-and-desist order and briefly described what the Company believed were the most salient terms of the neither-admit-nor-deny settlement. On September 29, 2016, SEPTA filed a Response to the Notice, in which SEPTA argued that the settlement with the SEC did not support dismissal of the second amended complaint.

On December 7, 2016,May 19, 2023, the Court issued an Order and Memorandum granting in part and denying in part defendants’ motions to dismiss SEPTA’s second amended complaint. The Court granted the motions to dismiss the Securities Act claims against all defendants, and granted the motions to dismiss the Exchange Act section 10(b) and Rule 10b-5 claims against all defendants except Orrstown Financial Services, Inc., Orrstown Bank, Thomas R. Quinn, Jr., Bradley S. Everly, and Jeffrey W. Embly. The Court also denied the motions to dismiss the Exchange Act section 20(a) claims against Quinn, Everly, and Embly.
On January 31, 2017, the Court entered a Case Management Order establishing the schedule for the litigation and, on August 15, 2017, it entered a revised Order that,order which, among other things, setgave final approval to the following deadlines:Stipulation and dismissed the lawsuit and all fact discovery closesrelated claims with prejudice. The appeal period for this order expired on June 20, 2023, without any appeals having been filed.
On March 1, 2018, and SEPTA’s motion for25, 2022, a customer of the Bank filed a putative class certification is dueaction complaint against the same day; expert merits discovery closes May 30, 2018; summary judgment motions are due by June 26, 2018; the mandatory pretrial and settlement conference is set for December 11, 2018; and trial is scheduled to begin on January 7, 2019.
Document discovery has begunBank in the Court of Common Pleas of Cumberland County, Pennsylvania, in a case captioned Alleman, on behalf of himself and is ongoing. To date, one deposition, of a non-party, has been concluded.
On December 15, 2017, theall others similarly situated, v. Orrstown Defendants and SEPTA exchanged expert reports in opposition to and in support of class certification, respectively. On January 15, 2018, the parties exchanged expert rebuttal reports. SEPTA’s motion for class certification was due March 1, 2018, with the Orrstown Defendants’ opposition due April 2, 2018, and SEPTA’s reply due April 23, 2018.

On February 9, 2018, SEPTA filed a Status Report and Request for a Telephonic Status Conference asking the Court to convene a conference to discuss the status of discovery in the case and possible revisions to the case schedule. On February 12, 2018, the Orrstown Defendants filed their status report to provide the Court with a summary of document discovery in the case to date. On February 27, 2018, SEPTA filed an unopposed motion for a continuance of the existing case deadlines pending a status conference with the Court or the issuance of a revised case schedule. On February 28, 2018, the Court issued an Order continuing all case management deadlines until further order of the Court.
Bank. The Company believescomplaint alleges, among other things, that the allegationsBank breached its account agreements by charging certain overdraft fees. The complaint seeks a refund of SEPTA’s second amended complaint are without meritall allegedly improper fees, damages in an amount to be proven at trial, attorneys’ fees and intendscosts, and an injunction against the Bank’s allegedly improper overdraft practices. This lawsuit is similar to vigorously defend itselflawsuits filed against those claims. It is not possible at this timeother financial institutions pertaining to estimate reasonably possible losses, or even a rangeoverdraft fee disclosures.
138


ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A – CONTROLS AND PROCEDURES

Based on the evaluation required by Securities Exchange Act Rules 13a-15(b) and 15d-15(b), the Company's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), at December 31, 2017.2023. Based on that evaluation, theour Chief Executive Officer and Chief Financial Officer concluded that theour disclosure controls and procedures were effective at December 31, 2017.2023. There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fourth quarter of 2017.

2023.
Management's Report on Internal Controls Over Financial Reporting is included in Part II, Item 8, "Financial Statements and Supplementary Data." The effectiveness of the Company's internal control over financial reporting at December 31, 20172023 has been audited by Crowe Horwath LLP, an independent registered public accounting firm, as stated in the Report of Independent Registered Public Accounting Firm appearing in Part II, Item 8, "Financial Statements and Supplementary Data."

ITEM 9B – OTHER INFORMATION
None.During the three months and year ended December 31, 2023, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as such term is defined in Item 408(c) of Regulation S-K.


ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.

PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company has adopted a code of ethics that applies to all senior financial officers (including its chief executive officer, chief financial officer, chief accounting officer,Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and any person performing similar functions). You can find a copy of the Code of Ethics for Senior Financial Officers by visiting our website at www.orrstown.com and following the links to “Investor Relations” and “Governance Documents.” A copy of the Code of Ethics for Senior Financial Officers may also be obtained, free of charge, by written request to Orrstown Financial Services, Inc., 77 East King Street, PO Box 250, Shippensburg, Pennsylvania 17257, Attention: Secretary. The Company intends to disclose any amendments to or waivers from a provision of the Company’s Code of Ethics for Senior Financial Officers in a timely manner.
All other information required by Item 10 is incorporated by reference from the Company’s definitive proxy statement for the 20182024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, under Delinquent Section 16(a) Beneficial Ownership Reporting Compliance andReports, Proposal 1 – Election of Directors – Biographical Summaries of Nominees and Directors; Information About Executive Officers; Involvement in Certain Legal Proceedings; and Proposal 1 – Election of Directors – Nomination of Directors, and Board Structure, Committees and Meeting Attendance.

ITEM 11 – EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement for the 20182024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, under Proposal 1 – Election of Directors – Compensation of Directors, Compensation Discussion and Analysis, Compensation Committee Report, Executive Compensation Tables, Potential Payments Upon Termination or Change in Control, Pay versus Performance and Compensation Committee Interlocks and Insider Participation.

In accordance with Items 402(v) and 407(e)(5) of SEC Regulation S-K, the information set forth under the captions "Pay versus Performance" and "Compensation Committee Report" in such proxy statement will be deemed to be furnished in this
139

Report and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table presents equity compensation plan information at December 31, 2017.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
 
Weighted
average exercise
price of outstanding
options, warrants and
rights
 
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
 (a) (b) (c)
      
Equity compensation plan approved by security holders49,595
 $25.70
 82,277
Equity compensation plan not approved by security holders (1)9,988
 26.81
 0
Total59,583
 $25.89
 82,277
2023.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
Weighted
average exercise
price of outstanding
options, warrants and
rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(1)Awards from the Non-Employee Director Stock Option Plan of 2000. Certain options granted remain outstanding from this(a)(b)(c)
Equity compensation plan however no additional options will be granted under this plan.approved by security holders— n/a423,239 
Total— n/a423,239 

All other information required by Item 12 is incorporated, by reference, from the Company’s definitive proxy statement for the 20182024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, under Share Ownership of Certain Beneficial Owners and Management.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement for the 20182024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, under Proposal 1 – Election of Directors – Director Independence, and Transactions with Related Persons, Promoters and Certain Control Persons.

ITEM 14 – PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement for the 20182024 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, under Proposal 34 – Ratification of the Audit Committee’s Selection of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 20182024 – Relationship with Independent Registered Public Accounting Firm.


140

PART IV
ITEM 15 – EXHIBITS,EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
a.The following documents are filed as part of this report:
(a)The following documents are filed as part of this report:
(1) – Financial Statements
Consolidated financial statements of the Company and subsidiaries required in response to this Item are incorporated by reference from Item 8 of this report.
(2) – Financial Statement Schedules
All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(3) – Exhibits
2.1
2.2
3.1
3.2
4.1
10.1(a)4.2
4.3
10.1(b)
4.4
4.5
10.1
10.1(c)10.2
10.1(d)10.3
10.1(e)
10.1(f)
10.1(g)10.4
10.1(h)
10.2(a)10.5
10.2(b)10.6
10.7
10.2(c)
10.8
10.2(d)10.9
141


10.4(c)
10.4(d)10.13
10.4(e)
10.4(f)
10.4(g)10.14
10.4(h)
10.510.15
10.610.16
10.7
10.8
10.9(a)10.17
10.9(b)10.18
10.9(c)
10.9(d)
10.9(e)
10.9(f)10.19
10.9(g)
10.20
10.10
10.21
10.22
10.23
10.1110.24
10.12(a)
10.12(b)10.25
10.1410.26
10.27
14
10.28
10.29
10.30
10.31
10.32
14Code of Ethics Policy for Senior Financial Officers posted on Registrant’s website.
21
23.1
142



101.LAB
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

All other exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(b)Exhibits – The exhibits to this Form 10-K begin after the signature page.
(c)Financial statement schedules – None required.

b.Exhibits – The exhibits to this Form 10-K begin after the signature page.
c.Financial statement schedules – None required.

ITEM 16 – FORM 10-K SUMMARY
Not applicable.



143

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORRSTOWN FINANCIAL SERVICES, INC.
(Registrant)
Dated: March 9, 201814, 2024By:/s/ Thomas R. Quinn, Jr.
Thomas R. Quinn, Jr., President and Chief Executive Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
SignatureTitleDate
/s/ Thomas R. Quinn, Jr.President and Chief Executive Officer (Principal Executive Officer) and DirectorMarch 9, 201814, 2024
Thomas R. Quinn, Jr.
/s/ David P. BoyleNeelesh KalaniExecutive Vice President and Chief Financial Officer (Principal Financial Officer)March 14, 2024
Neelesh Kalani
/s/ Sean P. MulcahySenior Vice President and Chief Accounting Officer (Principal Accounting Officer)March 9, 201814, 2024
DavidSean P. BoyleMulcahy
/s/ Joel R. ZullingerChairman of the Board and DirectorMarch 9, 201814, 2024
Joel R. Zullinger
/s/ Jeffrey W. CoyVice Chairman of the Board and DirectorMarch 9, 2018
Jeffrey W. Coy
/s/ Dr. Anthony F. CeddiaSecretary of the Board and DirectorMarch 9, 2018
Dr. Anthony F. Ceddia
/s/ Cindy J. JoinerDirectorDirectorMarch 9, 201814, 2024
Cindy J. Joiner
/s/ Mark K. KellerDirectorDirectorMarch 9, 201814, 2024
Mark K. Keller
/s/ Thomas D. LongeneckerDirectorDirectorMarch 9, 201814, 2024
Thomas D. Longenecker
/s/ Meera R. ModiDirectorMarch 14, 2024
Meera R. Modi
/s/ Andrea PughDirectorDirectorMarch 9, 201814, 2024
Andrea Pugh
/s/ Michael J. RiceDirectorMarch 14, 2024
Michael J. Rice
/s/ Gregory A. RosenberryDirectorMarch 9, 2018
Gregory A. Rosenberry
/s/ Eric A. SegalDirectorDirectorMarch 9, 201814, 2024
Eric A. Segal
/s/ Glenn W. SnokeDirectorDirectorMarch 9, 201814, 2024
Glenn W. Snoke
/s/ Floyd E. StonerDirectorDirectorMarch 9, 201814, 2024
Floyd E. Stoner



107
144