SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL

12 Months Ended

Dec. 31, 2019

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, 2019, approximately 665,000 shares were available to be issued under the plan.

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under the Basel Committee on Banking Supervision's capital guidelines for U.S. Banks ("Basel III rules"), an entity must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The required capital conservation buffer was 1.25% for 2017, 1.875% for 2018 and 2.50% for 2019 under phase-in rules. The Company and the Bank have elected not to include net unrealized gain or loss on available for sale securities in computing regulatory capital.

Effective with the third quarter of 2018, the FRB raised the consolidated asset limit to be considered a small bank holding company from $1.0 billion to $3.0 billion, and a company with assets under the revised limits is not subject to the FRB consolidated capital rules. A company with consolidated assets under the revised limit may continue to file reports that include capital amounts and ratios. The Company has elected to continue to file those reports.

Management believes, at December 31, 2019 and 2018, that the Company and the Bank met all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2019, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's classification.

The following table presents capital amounts and ratios at December 31, 2019 and 2018.


	Actual						For Capital Adequacy Purposes (includes applicable capital conservation buffer)						To Be Well Capitalized Under Prompt Corrective Action Regulations
	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2019
Total risk-based capital:
Orrstown Financial Services, Inc.	$	244,003	14.1	%	$	182,028	10.500	%	n/a		n/a
Orrstown Bank	231,805		13.4	%	181,948		10.500	%	$	173,284	10.0	%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.	196,451		11.3	%	147,356		8.500	%	n/a		n/a
Orrstown Bank	216,100		12.5	%	147,291		8.500	%	138,627		8.0	%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.	196,451		11.3	%	121,352		7.000	%	n/a		n/a
Orrstown Bank	216,100		12.5	%	121,299		7.000	%	112,635		6.5	%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.	196,451		8.6	%	91,782		4.0	%	n/a		n/a
Orrstown Bank	216,100		9.4	%	91,798		4.0	%	114,747		5.0	%
December 31, 2018
Total risk-based capital:
Orrstown Financial Services, Inc.	$	206,988	15.6	%	$	131,393	9.875	%	n/a		n/a
Orrstown Bank	177,892		13.4	%	131,286		9.875	%	$	132,948	10.0	%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.	160,117		12.0	%	104,782		7.875	%	n/a		n/a
Orrstown Bank	162,880		12.3	%	104,696		7.875	%	106,358		8.0	%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.	160,117		12.0	%	84,823		6.375	%	n/a		n/a
Orrstown Bank	162,880		12.3	%	84,754		6.375	%	86,416		6.5	%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.	160,117		8.4	%	76,089		4.0	%	n/a		n/a
Orrstown Bank	162,880		8.6	%	76,113		4.0	%	95,142		5.0	%

In September 2015, the Board of Directors of the Company authorized a share repurchase program under which the Company may repurchase up to 5% 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 Act of 1934, as amended. 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, 2019, 82,725 shares had been repurchased under the program at a total cost of $1.4 million, or $17.38 per share.

On January 21, 2020, the Board declared a cash dividend of $0.17 per common share, which was paid on February 10, 2020.

Banking regulations limit the ability of the Bank to pay dividends or make loans or advances to the Parent Company. Dividends that may be paid in any calendar year are limited to the current year's net profits, combined with the retained net profits of the preceding two years. At December 31, 2019, dividends from the Bank available to be paid to the Parent Company, without prior approval of the Bank's regulatory agency, totaled $30.7 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.

At December 31, 2019, there were no loans from the Bank to any nonbank affiliate, including the Parent Company. The Bank's loans to a single affiliate may not exceed 10%, and loans to all affiliates may not exceed 20%, of the Bank’s capital stock, surplus, and undivided profits, plus the ALL (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, 2019, the maximum amount the Bank had available to loan nonbank affiliates totaled $196 thousand.