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SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL
 12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL
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. As of December 31, 2014, approximately 663,000 shares were available to be issued under the plan.
On January 8, 2013, the Company filed a shelf registration statement on Form S-3 with the SEC that provides for up to an aggregate of $80,000,000, through the sale of common stock, preferred stock, debt securities, and warrants. To date, the Company has not issued any securities under this shelf registration.
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. 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. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Although applicable to the Bank, prompt corrective action provisions are not applicable to bank holding companies, including financial holding companies.
Quantitative measures established by regulators to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (as set forth in the following table) of total and Tier 1 capital (as defined in regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2014 and 2013, the Company and the Bank meet all capital adequacy requirements to which they are subject.
As of December 31, 2014 the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Bank’s category.
The Company and the Bank’s actual capital ratios as of December 31, 2014 and December 31, 2013 are also presented in the table. 
 
Actual
 
Minimum Capital
Requirement
 
Minimum to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
(Dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk weighted assets
 
 
 
 
 
 
 
 
 
 
 
Orrstown Financial Services, Inc.
$
119,713

 
16.8
%
 
$
56,859

 
8.0
%
 
n/a

 
n/a

Orrstown Bank
118,540

 
16.7
%
 
56,835

 
8.0
%
 
$
71,043

 
10.0
%
Tier 1 capital to risk weighted assets
 
 
 
 
 
 
 
 
 
 
 
Orrstown Financial Services, Inc.
110,750

 
15.6
%
 
28,429

 
4.0
%
 
n/a

 
n/a

Orrstown Bank
109,581

 
15.4
%
 
28,417

 
4.0
%
 
42,626

 
6.0
%
Tier 1 capital to average assets
 
 
 
 
 
 
 
 
 
 
 
Orrstown Financial Services, Inc.
110,750

 
9.5
%
 
46,496

 
4.0
%
 
n/a

 
n/a

Orrstown Bank
109,581

 
9.4
%
 
46,518

 
4.0
%
 
58,148

 
5.0
%
December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk weighted assets
 
 
 
 
 
 
 
 
 
 
 
Orrstown Financial Services, Inc.
$
104,637

 
15.0
%
 
$
55,926

 
8.0
%
 
n/a

 
n/a

Orrstown Bank
102,806

 
14.7
%
 
55,893

 
8.0
%
 
$
69,866

 
10.0
%
Tier 1 capital to risk weighted assets
 
 
 
 
 
 
 
 
 
 
 
Orrstown Financial Services, Inc.
95,741

 
13.7
%
 
27,963

 
4.0
%
 
n/a

 
n/a

Orrstown Bank
93,915

 
13.4
%
 
27,947

 
4.0
%
 
41,920

 
6.0
%
Tier 1 capital to average assets
 
 
 
 
 
 
 
 
 
 
 
Orrstown Financial Services, Inc.
95,741

 
8.1
%
 
47,058

 
4.0
%
 
n/a

 
n/a

Orrstown Bank
93,915

 
8.0
%
 
47,077

 
4.0
%
 
58,846

 
5.0
%

On March 22, 2012, the Company and the Bank entered into a Written Agreement with the Federal Reserve Bank of Philadelphia (the “Written Agreement”) and the Bank entered into a Consent Order with the Pennsylvania Department of Banking, now the Pennsylvania Department of Banking and Securities (“PDB”). On April 21, 2014, the PDB terminated its Consent Order, which was replaced with a Memorandum of Understanding (“MOU”) by and between the Bank and the PDB. On February 6, 2015, the Bank was released from the MOU, thereby terminating all enforcement actions imposed on the Bank by the PDB.
Pursuant to the Written Agreement, the Company and the Bank agreed to, among other things: (i) adopt and implement a plan, acceptable to the Federal Reserve Bank, to strengthen oversight of management and operations; (ii) adopt and implement a plan, acceptable to the Federal Reserve Bank, to reduce the Bank’s interest in criticized and classified assets; (iii) adopt a plan, acceptable to the Federal Reserve Bank, to strengthen the Bank’s credit risk management practices; (iv) adopt and implement a program, acceptable to the Federal Reserve Bank, for the maintenance of an adequate allowance for loan and lease losses; (v) adopt and implement a written plan, acceptable to the Federal Reserve Bank, to maintain sufficient capital on a consolidated basis for the Company and on a stand-alone basis for the Bank; and (vi) revise the Bank’s loan underwriting and credit administration policies. The Bank and the Company also agreed not to declare or pay any dividend without prior approval from the Federal Reserve Bank, and the Company agreed not to incur or increase debt or to redeem any outstanding shares without prior Federal Reserve Bank approval.
The Company and the Bank have developed and continue to implement strategies and action plans with the intention of meeting the requirements of the Written Agreement. As part of its efforts on complying with the terms of the Written Agreement, the Bank has filed a capital plan with the Federal Reserve Bank.
The Written Agreement will continue until terminated by the Federal Reserve Bank.