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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 23, 2024
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania001-3429223-2530374
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
77 East King Street,P. O. Box 250Shippensburg,Pennsylvania17257
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code:(717)532-6114
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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 valueORRFNasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐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.



Item 2.02    Results of Operations and Financial Condition
On January 23, 2024, Orrstown Financial Services, Inc. (the “Company”) issued a press release to report earnings for the quarter and year ended December 31, 2023.
A copy of the press release is furnished with this Form 8-K as Exhibit 99, and is incorporated herein in its entirety by reference.
Item 7.01    Regulation FD
The Board of Directors of the Company declared a cash dividend of $0.20 per common share, payable February 13, 2024 to shareholders of record as of February 6, 2024.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No.Description
99
104Cover Page Interactive Data File (embedded within the inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
ORRSTOWN FINANCIAL SERVICES, INC.
Date: January 23, 2024By:/s/ Neelesh Kalani
Neelesh Kalani
Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)



Exhibit 99
orrflogo2019a.jpg
FOR IMMEDIATE RELEASE:                 
Orrstown Financial Services, Inc. Reports Fourth Quarter 2023 Results and Record Earnings for Full Year 2023

•Net income of $7.6 million and diluted earnings per share of $0.73 for the three months ended December 31, 2023 compared to net income of $9.0 million and diluted earnings per share of $0.87 for the three months ended September 30, 2023; net income of $35.7 million and diluted earnings per share of $3.42 for the year ended December 31, 2023 compared to net income of $22.0 million and diluted earnings per share of $2.06 for the year ended December 31, 2022;
•On December 12, 2023, the Company and Codorus Valley Bancorp, Inc. ("Codorus Valley") announced that they have entered into a merger agreement pursuant to which Codorus Valley will be merged with and into the Company in a merger of equals transaction. Excluding the impact of $1.1 million in merger-related expenses, net income and diluted earnings per share, respectively, were $8.6 million(1) and $0.83(1) for the fourth quarter of 2023 and $36.6 million(1) and $3.51(1) for the year ended December 31, 2023; excluding the impact from the provision for legal settlement ("legal settlement") and restructuring charge, net income and diluted earnings per share were $34.8 million(1) and $3.25(1), respectively, for the year ended December 31, 2022;
•Net interest margin, on a tax equivalent basis, was 3.71% in the fourth quarter of 2023 as compared to 3.73% in the third quarter of 2023;
•Return on average equity for the year ended December 31, 2023 was 14.66% compared to 9.02% for the year ended December 31, 2022; excluding the aforementioned significant transactions in both 2023 and 2022, return on average equity was 15.06% for the year ended December 31, 2023 compared to 14.25% for the year ended December 31, 2022;
•Fourth quarter loan growth was $31.5 million, or 6% annualized; full year loan growth was $147.1 million, or 7%;
•Fourth quarter deposit growth was $12.4 million; excluding the sale of deposits totaling $18.7 million from the Bank's Path Valley branch in the second quarter, full year deposit growth was $101.3 million;
•Non-interest income increased by $0.6 million to $6.5 million for the three months ended December 31, 2023 from $5.9 million for the three months ended September 30, 2023;
•Non-interest expenses, inclusive of $1.1 million of merger-related expenses, increased by $2.0 million from $20.4 million for the three months ended September 30, 2023 to $22.4 million for the three months ended December 31, 2023;
•Tangible common equity ratio increased to 8.0% at December 31, 2023 from 7.3% at September 30, 2023 and 7.1% at December 31, 2022; the fourth quarter of 2023 includes an improvement of $17.5 million, net of taxes, in net unrealized losses on investment securities;
•Tangible book value per common share(1) improved to $23.03 per share at December 31, 2023 compared to $20.94 per share at September 30, 2023 and $19.47 at December 31, 2022;
•The Board of Directors declared a cash dividend of $0.20 per common share, payable February 13, 2024, to shareholders of record as of February 6, 2024.

(1) Non-GAAP measure. See Appendix A for additional information.





1

SHIPPENSBURG, PA (January 23, 2024) -- Orrstown Financial Services, Inc. ("Orrstown" or the “Company”) (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the three months and year ended December 31, 2023. Net income totaled $7.6 million for the three months ended December 31, 2023, compared to $9.0 million for the three months ended September 30, 2023 and $9.6 million for the three months ended December 31, 2022. Diluted earnings per share totaled $0.73 for the three months ended December 31, 2023, compared to $0.87 for the three months ended September 30, 2023 and $0.91 for the three months ended December 31, 2022. For the fourth quarter of 2023, excluding the impact from the merger-related expenses, net income and diluted earnings per share were $8.6 million(1) and $0.83(1), respectively.
Net income totaled $35.7 million and $22.0 million for the years ended December 31, 2023 and 2022, respectively. Diluted earnings per share totaled $3.42 for the year ended December 31, 2023, compared to diluted earnings per share of $2.06 for the year ended December 31, 2022. Excluding the impact from the merger-related expenses, net income and diluted earnings per share were $36.6 million(1) and $3.51(1) for the year ended December 31, 2023, respectively. For the year ended December 31, 2022, net income and diluted earnings per share were $34.8 million(1) and $3.25(1), respectively, excluding the restructuring charge and legal settlement.
"Orrstown’s strong fourth quarter reflects the team’s tremendous efforts for the past several years, which led us to the Company’s strongest earnings on record in 2023. We believe that our relationship banking model and hands-on approach enabled us to have a successful year while navigating through the many headwinds facing the industry in 2023. Loan production and deposit gathering continue to be steady, which has helped us maintain a healthy net interest margin and limit margin compression. While enhancing fee income continues to be challenging, our wealth management group has successfully grown income throughout the year. Our capital ratios continue to improve through earnings generation, which puts us in a good position for the next exciting phase in Orrstown’s growth cycle. We look forward to taking the momentum we have built and joining, in the near future, our successful partner in Codorus Valley Bancorp to create an even stronger institution," commented Thomas R. Quinn, Jr., President and Chief Executive Officer.
(1) Non-GAAP measure. See Appendix A for additional information.
2

DISCUSSION OF RESULTS
Balance Sheet
Loans
Loans held for investment increased by $31.5 million from September 30, 2023 to December 31, 2023, or 6% annualized. Commercial loans increased by $16.6 million, or 4% annualized, from September 30, 2023 to December 31, 2023. The residential mortgage portfolio increased by $15.5 million, or 14% annualized, in the three months ended December 31, 2023 as there has been increased production of adjustable-rate mortgages, which have been retained in portfolio. Since December 31, 2022, loans held for investment increased by $147.1 million, or 7%, to $2.3 billion at December 31, 2023. During 2023, commercial loans increased by $110.2 million, or 6% and residential mortgages increased by $39.2, or 9%. These increases were partially offset by a decrease of $2.3 million, or 19%, in installment and other consumer loans.
Investment Securities
Investment securities, all of which are classified as available-for-sale, increased by $18.3 million to $513.5 million at December 31, 2023 compared to $495.2 million at September 30, 2023. During the fourth quarter of 2023, net unrealized losses on investment securities declined by $22.5 million, net purchases totaled $4.0 million and paydowns were $7.5 million. The improvement in net unrealized losses was primarily due to lower market interest rates. Net unrealized losses on investment securities totaled $35.6 million and $49.6 million at December 31, 2023 and 2022, respectively. The overall duration of the Company's investment securities portfolio is 4.3 years at December 31, 2023. See Appendix B for a summary of the Bank's investment securities at December 31, 2023, highlighting their concentrations, credit ratings and credit enhancement levels.
Deposits
During the fourth quarter of 2023, deposits increased by $12.4 million, totaling approximately $2.6 billion at December 31, 2023 compared to $2.5 billion at September 30, 2023. In the fourth quarter of 2023, money market deposits increased by $33.4 million, or 26% annualized and time deposits rose by $29.2 million, or 31% annualized. These increases were partially offset by decreases in interest-bearing demand deposits of $36.5 million, or 14% annualized, savings deposits of $9.2 million, or 5% annualized, and non-interest bearing deposits of $4.5 million, or 4% annualized. The increase in time deposits was attributable to promotional offerings of up to 18-month terms. The declines in the noninterest-bearing deposits, interest bearing demand deposits and savings deposits were primarily due to clients shifting to higher-yielding products within the Bank. At December 31, 2023, deposits that are uninsured and not collateralized totaled $442.7 million, or 17%, of total deposits compared to $387.5 million, or 15%, of total deposits at September 30, 2023. The Bank's loan-to-deposit ratio was 90% at December 31, 2023 compared to 89% at September 30, 2023.
Borrowings
The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings decreased by $27.9 million to $147.3 million at December 31, 2023 compared to $175.2 million at September 30, 2023. The Bank repaid some overnight borrowings and FHLB advances during the fourth quarter of 2023 based on available liquidity from deposits and paydowns on investment securities. The Bank seeks to maintain sufficient liquidity to ensure client needs can be addressed on a timely basis. The Bank had available alternative funding sources, such as the FHLB advances and other wholesale options, of approximately $1.0 billion at December 31, 2023.
3

Income Statement
Net Interest Income and Margin
Net interest income was $26.0 million for the three months ended December 31, 2023 compared to $26.2 million for the three months ended September 30, 2023. The net interest margin, on a tax equivalent basis, declined to 3.71% in the fourth quarter of 2023 from 3.73% in the third quarter of 2023. While the net interest margin decreased only slightly, funding costs increased due to the rise in money market deposits and time deposit balances.
Interest income on loans increased by $1.2 million to $34.1 million for the three months ended December 31, 2023 compared to $32.9 million for the three months ended September 30, 2023. Loan growth and a full quarter impact from the third quarter 2023 fed funds rate increase were the primary drivers of this increase. Interest income on loans for the three months ended December 31, 2023 included prepayment fee income of $0.2 million, a decrease of $0.2 million from the three months ended September 30, 2023, which resulted in a decrease of two basis points in net interest margin.
Interest income on investment securities was $5.9 million for the three months ended December 31, 2023 compared to $5.5 million in the third quarter of 2023. The additional investment income was driven by increasing yields on adjustable-rate securities from the prior quarter fed funds rate increase.
Interest expense increased by $1.5 million to $14.0 million for the three months ended December 31, 2023 compared to $12.5 million for the three months ended September 30, 2023 due primarily to higher average deposit balances and an increase in deposit rates. Average interest-bearing deposits increased by $24.3 million during the three months ended December 31, 2023.
Provision for Credit Losses
The Company recorded a provision for credit losses of $0.4 million for the three months ended December 31, 2023 compared to $0.1 million for the three months ended September 30, 2023. The allowance for credit losses increased by $0.4 million to $28.7 million at December 31, 2023 compared to $28.3 million at September 30, 2023. The allowance for credit losses was impacted primarily by loan growth of $31.5 million during the fourth quarter of 2023 as well as slight downward revisions to economic assumptions utilized in the model. The allowance for credit losses to total loans was 1.25% at both December 31, 2023 and September 30, 2023. Net recoveries were an inconsequential amount for the three months ended December 31, 2023 compared to net charge-offs of $0.2 million for the three months ended September 30, 2023. Special mention loans decreased by $7.6 million from $31.8 million at September 30, 2023 to $24.2 million at December 31, 2023 due to net downgrades to classified status of $5.9 million and repayments of $1.1 million. Classified loans increased by $21.4 million to $55.0 million at December 31, 2023 from $33.6 million at September 30, 2023. The increase in classified loans was primarily due to downgrades to five commercial loans, spread within commercial real estate and commercial and industrial loan segments, totaling $23.0 million. The increase in classified loans was partially offset by repayments within this category totaling $2.3 million. Non-accrual loans increased by $3.2 million to $25.5 million at December 31, 2023 from $22.3 million at September 30, 2023 primarily due to five loans to one client within the residential real estate segments. Management believes the allowance for credit losses to be adequate based on current asset quality metrics and economic conditions.
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 $236.4 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, compared to $244.7 million at September 30, 2023. Management believes that the office space portfolio is well-diversified and includes only limited exposure to properties located in major metro markets (approximately 2% of the total commercial real estate loan balance as of December 31, 2023).
Noninterest Income
Noninterest income increased by $0.6 million to $6.5 million in the three months ended December 31, 2023 compared to $5.9 million in the three months ended September 30, 2023.
During the fourth quarter of 2023, the Company recorded swap fee income of $0.6 million compared to $0.3 million in the three months ended September 30, 2023. Swap fee income fluctuates based on market conditions and client demand.
Mortgage banking income increased by $0.3 million from a loss of $0.1 million in the third quarter of 2023 to income of $0.2 million in the fourth quarter of 2023. During the three months ended December 31, 2023, the fair value mark of the Bank's held-for-sale loans declined by $0.3 million to a decrease of $0.1 million compared to a decrease of $0.4 million
4

during the three months ended September 30, 2023. Market conditions and elevated interest rates continued to hinder mortgage production during the fourth quarter of 2023.
Noninterest Expenses
Noninterest expenses increased by $2.0 million to $22.4 million in the three months ended December 31, 2023 from $20.4 million in the three months ended September 30, 2023.
During the fourth quarter of 2023, the Company announced it has entered into an agreement to merge with Codorus Valley. For the three months ended December 31, 2023, merger-related expenses totaled $1.1 million inclusive of due diligence costs, legal expenses and a fairness opinion. The Company expects to incur additional merger-related expenses due to the pending completion of this merger of equals.
Salaries and benefits expense was $12.8 million for the three months ended December 31, 2023 compared to $12.9 million for the three months ended September 30, 2023. The decrease was primarily attributed to a decline of $0.1 million in employee benefit costs.
Advertising and bank promotions expense increased by $0.2 million to $0.5 million in the three months ended December 31, 2023 from $0.3 million for the three months ended September 30, 2023 due to $0.3 million in contributions to tax credit programs during the fourth quarter of 2023. Taxes other than income decreased by $0.2 million to $0.2 million in the three months ended December 31, 2023 compared to $0.4 million in the three months ended September 30, 2023. This decrease reflects the tax credits recognized on the contributions during the fourth quarter of 2023.
Professional services expense decreased by $0.3 million to $0.7 million in the three months ended December 31, 2023 from $1.0 million in the three months ended September 30, 2023 due primarily to a reduction in consulting costs as certain technology improvements and compliance enhancements were completed.
Other operating expenses increased by $1.1 million to $2.6 million during the fourth quarter of 2023 compared to $1.5 million during the third quarter of 2023. This increase included an increase of $0.8 million in credit value adjustments on derivatives for the three months ended December 31, 2023 compared to the three months ended September 30, 2023. The remaining fluctuation is attributable to normal business operations.
Income Taxes
The Company's effective tax rate for the fourth quarter of 2023 was 21.2% compared to 21.9% for the third quarter of 2023. The effective tax rate was 20.8% for the year ended December 31, 2023 compared to 17.2% for the year ended December 31, 2022. The nondeductible merger-related costs increased the effective tax rate by 0.3% for the year ended December 31, 2023. Similarly, the nondeductible merger-related costs increased the effective tax rate by 1.4% for the fourth quarter of 2023.
The Company's effective tax rate for the three months ended December 31, 2023 is greater than the 21% federal statutory rate primarily due to an increase in state taxes in addition to the disallowed portion of interest expense against earnings in association with the Bank's tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982, partially offset by tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits. The lower effective tax rate in 2022 was partially caused by the impact of the restructuring charge for branch closures and other expense savings initiatives and a provision for legal settlement. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.
Capital
Shareholders’ equity totaled $265.1 million at December 31, 2023, an increase of $22.0 million from $243.1 million at September 30, 2023. The increase was primarily attributable to other comprehensive income of $15.9 million and net income of $7.6 million partially offset by dividends paid of $2.1 million. Other comprehensive income generated during the fourth quarter of 2023 was due to after-tax net unrealized gains on investment securities of $17.5 million partially offset by net unrealized losses on cash flow hedges of $1.6 million.
Tangible book value per share(1) increased to $23.03 per share at December 31, 2023 from $20.94 per share at September 30, 2023 and $19.47 per share at December 31, 2022 due to the increase in shareholders' equity.

(1) Non-GAAP measure. See Appendix A for additional information.

5

The Company's tangible common equity ratio increased to 8.0% at December 31, 2023 from 7.3% at September 30, 2023 and 7.1% at December 31, 2022, primarily due to an increase in tangible equity from an improvement in net unrealized losses on investment securities as well as earnings. The Company's total risk-based capital ratio was 13.0% at both December 31, 2023 and September 30, 2023. The Company's Tier 1 leverage ratio increased from 8.7% at September 30, 2023 to 8.9% at December 31, 2023. At December 31, 2023, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.



Investor Relations Contact:
Neelesh Kalani
Executive Vice President, Chief Financial Officer
Phone (717) 510-7097


6


ORRSTOWN FINANCIAL SERVICES, INC.
FINANCIAL HIGHLIGHTS (Unaudited)
Three Months Ended
Twelve Months Ended
December 31,December 31,December 31,December 31,
(Dollars in thousands)2023202220232022
Profitability for the period:
Net interest income$26,018 $27,484 $104,906 $99,630 
Provision for credit losses418 585 1,682 4,160 
Noninterest income6,491 6,226 25,652 26,952 
Noninterest expenses22,392 21,236 83,843 95,806 
Income before income tax expense9,699 11,889 45,033 26,616 
Income tax expense2,056 2,263 9,370 4,579 
Net income available to common shareholders$7,643 $9,626 $35,663 $22,037 
Financial ratios:
Return on average assets (1)
1.00 %1.33 %1.19 %0.77 %
Return on average assets, adjusted (1) (2) (3)
1.13 %1.33 %1.22 %1.22 %
Return on average equity (1)
12.21 %17.28 %14.66 %9.02 %
Return on average equity, adjusted (1) (2) (3)
13.77 %17.28 %15.06 %14.25 %
Net interest margin (1)
3.71 %4.14 %3.80 %3.81 %
Efficiency ratio68.9 %63.0 %64.2 %75.7 %
Efficiency ratio, adjusted (2) (3)
65.6 %63.0 %63.4 %62.9 %
Income per common share:
Basic$0.74 $0.93 $3.45 $2.09 
Basic, adjusted (2) (3)
$0.84 $0.93 $3.54 $3.30 
Diluted$0.73 $0.91 $3.42 $2.06 
Diluted, adjusted (2) (3)
$0.83 $0.91 $3.51 $3.25 
Average equity to average assets8.18 %7.68 %8.11 %8.59 %
(1) Annualized for the three months ended December 31, 2023 and 2022.
(2) Ratio for the three and twelve months ended December 31, 2023 has been adjusted for merger-related costs. Ratio for the twelve months ended December 31, 2022 has been adjusted for the restructuring charge and provision for legal settlement.
(3) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.

7

ORRSTOWN FINANCIAL SERVICES, INC.
FINANCIAL HIGHLIGHTS (Unaudited)
(continued)
December 31,December 31,
(Dollars in thousands, except per share amounts)20232022
At period-end:
Total assets$3,064,240 $2,922,408 
Total deposits2,558,814 2,476,246 
Loans, net of allowance for credit losses2,269,611 2,126,054 
Loans held-for-sale, at fair value5,816 10,880 
Securities available for sale, at fair value513,519 513,728 
Borrowings147,285 123,390 
Subordinated notes32,093 32,026 
Shareholders' equity265,056 228,896 
Credit quality and capital ratios (1):
Allowance for credit losses to total loans1.25 %1.17 %
Total nonaccrual loans to total loans1.11 %0.96 %
Nonperforming assets to total assets0.83 %0.70 %
Allowance for credit losses to nonaccrual loans112 %122 %
Total risk-based capital:
Orrstown Financial Services, Inc.13.0 %12.7 %
Orrstown Bank12.8 %12.3 %
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.10.8 %10.3 %
Orrstown Bank11.6 %11.2 %
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.10.8 %10.3 %
Orrstown Bank11.6 %11.2 %
Tier 1 leverage capital:
Orrstown Financial Services, Inc.8.9 %8.5 %
Orrstown Bank9.5 %9.2 %
Book value per common share$24.98 $21.45 
(1) Capital ratios are estimated, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. In the first year of adoption in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard.






8

ORRSTOWN FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except per share amounts)December 31, 2023December 31, 2022
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 December 31, 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 assets, 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 
Accrued interest and other liabilities60,992 61,850 
Total liabilities2,799,184 2,693,512 
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, 2022
583 584 
Additional paid—in capital189,027 189,264 
Retained earnings117,667 92,473 
Accumulated other comprehensive losses(28,476)(39,913)
Treasury stock— 592,209 and 557,829 shares, at cost at December 31, 2023 and December 31, 2022, respectively
(13,745)(13,512)
Total shareholders’ equity265,056 228,896 
Total liabilities and shareholders’ equity$3,064,240 $2,922,408 




9

ORRSTOWN FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended
Twelve Months Ended
December 31,December 31,December 31,December 31,
(In thousands)2023202220232022
Interest income
Loans$33,910 $26,980 $126,595 $93,528 
Investment securities - taxable4,787 3,775 18,031 10,237 
Investment securities - tax-exempt871 1,102 3,462 4,115 
Short-term investments460 238 1,809 774 
Total interest income40,028 32,095 149,897 108,654 
Interest expense
Deposits12,118 3,579 37,510 6,337 
Securities sold under agreements to repurchase and federal funds purchased30 20 114 44 
FHLB advances and other borrowings1,358 509 5,350 630 
Subordinated notes504 503 2,017 2,013 
Total interest expense14,010 4,611 44,991 9,024 
Net interest income26,018 27,484 104,906 99,630 
Provision for credit losses418 585 1,682 4,160 
Net interest income after provision for credit losses25,600 26,899 103,224 95,470 
Noninterest income
Service charges1,198 1,131 4,866 4,614 
Interchange income952 996 3,873 4,055 
Swap fee income588 697 1,039 2,632 
Wealth management income2,945 2,535 11,340 11,251 
Mortgage banking activities143 202 591 407 
Investment securities (losses) gains(39)3 (47)(160)
Other income704 662 3,990 4,153 
Total noninterest income6,491 6,226 25,652 26,952 
Noninterest expenses
Salaries and employee benefits12,848 12,650 50,983 48,004 
Occupancy, furniture and equipment2,534 2,442 9,593 9,812 
Data processing1,247 1,150 4,913 4,560 
Advertising and bank promotions501 750 2,157 2,264 
FDIC insurance460 316 1,960 1,083 
Professional services702 837 2,905 3,254 
Taxes other than income203 231 1,050 1,391 
Intangible asset amortization236 260 953 1,105 
Merger-related expenses
1,059 — 1,059 — 
Provision for legal settlement— — — 13,000 
Restructuring expenses— — — 3,155 
Other operating expenses2,602 2,600 8,270 8,178 
Total noninterest expenses22,392 21,236 83,843 95,806 
Income before income tax expense9,699 11,889 45,033 26,616 
Income tax expense2,056 2,263 9,370 4,579 
Net income$7,643 $9,626 $35,663 $22,037 
continued
10

Three Months Ended
Twelve Months Ended
December 31,December 31,December 31,December 31,
2023202220232022
Share information:
Basic earnings per share$0.74 $0.93 $3.45 $2.09 
Diluted earnings per share$0.73 $0.91 $3.42 $2.06 
Dividends paid per share$0.20 $0.19 $0.80 $0.76 
Weighted average shares - basic10,321 10,382 10,340 10,553 
Weighted average shares - diluted10,419 10,550 10,435 10,706 
11

ORRSTOWN FINANCIAL SERVICES, INC.
ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
Three Months Ended
12/31/20239/30/20236/30/20233/31/202312/31/2022
Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-
AverageEquivalentEquivalentAverageEquivalentEquivalentAverageEquivalentEquivalentAverageEquivalentEquivalentAverageEquivalentEquivalent
(Dollars in thousands)BalanceInterestRateBalanceInterestRateBalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Federal funds sold & interest-bearing bank balances$37,873 $460 4.82 %$57,778 $633 4.35 %$37,895 $418 4.42 %$29,599 $298 4.07 %$28,419 $238 3.31 %
Investment securities (1)(2)
508,891 5,890 4.63 521,234 5,548 4.26 526,225 5,510 4.19 525,685 5,465 4.18 512,779 5,170 4.03 
Loans (1)(3)(4)
2,286,678 34,055 5.91 2,256,727 32,878 5.78 2,233,312 31,329 5.63 2,180,224 28,844 5.36 2,133,052 27,061 5.04 
Total interest-earning assets2,833,442 40,405 5.67 2,835,739 39,059 5.47 2,797,432 37,257 5.34 2,735,508 34,607 5.12 2,674,250 32,469 4.83 
Other assets204,382 200,447 191,983 197,620 202,384 
Total assets$3,037,824 $3,036,186 $2,989,415 $2,933,128 $2,876,634 
Liabilities and Shareholders' Equity
Interest-bearing demand deposits$1,543,575 8,333 2.14 $1,541,728 7,476 1.92 $1,511,468 6,273 1.66 $1,503,421 4,862 1.31 $1,459,109 2,838 0.77 
Savings deposits178,351 153 0.34 190,817 164 0.34 204,584 135 0.26 219,408 133 0.25 228,521 132 0.23 
Time deposits392,085 3,632 3.67 357,194 2,942 3.27 326,034 2,200 2.71 275,880 1,207 1.78 254,637 609 0.95 
Total interest-bearing deposits2,114,011 12,118 2.27 2,089,739 10,582 2.01 2,042,086 8,608 1.69 1,998,709 6,202 1.26 1,942,267 3,579 0.73 
Securities sold under agreements to repurchase and federal funds purchased13,874 30 0.85 15,006 31 0.83 13,685 28 0.82 13,868 25 0.72 18,211 20 0.46 
FHLB advances and other borrowings127,843 1,358 4.21 128,131 1,354 4.19 132,094 1,386 4.21 106,434 1,252 4.77 48,276 509 4.21 
Subordinated notes32,083 504 6.29 32,066 505 6.29 32,049 504 6.29 32,033 504 6.29 32,016 503 6.29 
Total interest-bearing liabilities2,287,811 14,010 2.43 2,264,942 12,472 2.19 2,219,914 10,526 1.90 2,151,044 7,983 1.50 2,040,770 4,611 0.90 
Noninterest-bearing demand deposits441,695 468,628 476,123 495,562 540,275 
Other liabilities59,876 54,353 50,851 52,630 74,602 
Total liabilities2,789,382 2,787,923 2,746,888 2,699,236 2,655,647 
Shareholders' equity248,442 248,263 242,527 233,892 220,987 
Total$3,037,824 $3,036,186 $2,989,415 $2,933,128 $2,876,634 
Taxable-equivalent net interest income / net interest spread26,395 3.24 %26,587 3.29 %26,731 3.44 %26,624 3.62 %27,858 3.93 %
Taxable-equivalent net interest margin3.71 %3.73 %3.83 %3.94 %4.14 %
Taxable-equivalent adjustment(377)(368)(356)(330)(374)
Net interest income$26,018 $26,219 $26,375 $26,294 $27,484 
Ratio of average interest-earning assets to average interest-bearing liabilities124 %125 %126 %127 %131 %
12

NOTES:
(1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
(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 late fees, where applicable.

13

ORRSTOWN FINANCIAL SERVICES, INC.
ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
(continued)
Twelve Months Ended
December 31, 2023December 31, 2022
Taxable-Taxable-Taxable-Taxable-
AverageEquivalentEquivalentAverageEquivalentEquivalent
(Dollars in thousands)BalanceInterestRateBalanceInterestRate
Assets
Federal funds sold & interest-bearing bank balances$40,856 $1,809 4.43 %$98,793 $774 0.78 %
Investment securities (1)(2)
520,465 22,414 4.31 509,640 15,446 3.03 
Loans (1)(3)(4)
2,239,574 127,107 5.68 2,042,422 93,799 4.59 
Total interest-earning assets2,800,895 151,330 5.40 2,650,855 110,019 4.15 
Other assets198,632 193,945 
Total assets$2,999,527 $2,844,800 
Liabilities and Shareholders' Equity
Interest-bearing demand deposits$1,525,204 26,944 1.77 $1,414,177 4,308 0.30 
Savings deposits198,157 585 0.30 232,660 341 0.15 
Time deposits 338,170 9,981 2.95 273,276 1,688 0.62 
Total interest-bearing deposits2,061,531 37,510 1.82 1,920,113 6,337 0.33 
Securities sold under agreements to repurchase and federal funds purchased14,111 114 0.80 22,305 44 0.20 
FHLB advances and other borrowings123,697 5,350 4.32 15,678 630 4.01 
Subordinated notes32,058 2,017 6.29 31,993 2,013 6.29 
Total interest-bearing liabilities2,231,397 44,991 2.02 1,990,089 9,024 0.45 
Noninterest-bearing demand deposits470,349 557,142 
Other liabilities54,447 53,288 
Total liabilities2,756,193 2,600,519 
Shareholders' equity243,334 244,281 
Total liabilities and shareholders' equity$2,999,527 $2,844,800 
Taxable-equivalent net interest income / net interest spread106,339 3.39 %100,995 3.70 %
Taxable-equivalent net interest margin3.80 %3.81 %
Taxable-equivalent adjustment(1,433)(1,365)
Net interest income$104,906 $99,630 
Ratio of average interest-earning assets to average interest-bearing liabilities126 %133 %
14

NOTES TO ANALYSIS OF NET INTEREST INCOME:
(1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
(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 late fees, where applicable.
15

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(In thousands)December 31,
2023		September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022
Profitability for the quarter:
Net interest income$26,018 $26,219 $26,375 $26,294 $27,484 
Provision for credit losses418 136 399 729 585 
Noninterest income6,491 5,925 7,158 6,078 6,226 
Noninterest expenses22,392 20,447 20,749 20,255 21,236 
Income before income taxes9,699 11,561 12,385 11,388 11,889 
Income tax expense 2,056 2,535 2,547 2,232 2,263 
Net income$7,643 $9,026 $9,838 $9,156 $9,626 
Financial ratios:
Return on average assets (1)
1.00 %1.18 %1.32 %1.27 %1.33 %
Return on average assets, adjusted (1)(2)(3)
1.13 %1.18 %1.32 %1.27 %1.33 %
Return on average equity (1)
12.21 %14.42 %16.27 %15.88 %17.28 %
Return on average equity, adjusted (1)(2)(3)
13.77 %14.42 %16.27 %15.88 %17.28 %
Net interest margin (1)
3.71 %3.73 %3.83 %3.94 %4.14 %
Efficiency ratio68.9 %63.6 %61.9 %62.6 %63.0 %
Efficiency ratio, adjusted (2)(3)
65.6 %63.6 %61.9 %62.6 %63.0 %
Per share information:
Income per common share:
Basic$0.74 $0.87 $0.95 $0.88 $0.93 
Basic, adjusted (2)(3)
0.84 0.87 0.95 0.88 0.93 
Diluted0.73 0.87 0.94 0.87 0.91 
Diluted, adjusted (2)(3)
0.83 0.87 0.94 0.87 0.91 
Book value24.98 22.90 23.15 22.46 21.45 
Tangible book value23.03 20.94 21.19 20.50 19.47 
Cash dividends paid0.20 0.20 0.20 0.20 0.19 
Average basic shares10,321 10,319 10,336 10,385 10,382 
Average diluted shares10,419 10,405 10,421 10,496 10,550 
(1) Annualized.
(2) Ratio has been adjusted for the merger-related costs for the three months ended December 31, 2023.
(3) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
16

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
(In thousands)December 31,
2023		September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022
Noninterest income:
Service charges$1,198 $1,260 $1,251 $1,157 $1,131 
Interchange income952 963 993 965 996 
Swap fee income588 255 196 — 697 
Wealth management income2,945 2,826 2,822 2,747 2,535 
Mortgage banking activities143 (142)112 478 202 
Other income704 761 1,786 739 662 
Investment securities (losses) gains(39)2 (2)(8)3 
Total noninterest income$6,491 $5,925 $7,158 $6,078 $6,226 
Noninterest expenses:
Salaries and employee benefits$12,848 $12,885 $13,054 $12,196 $12,650 
Occupancy, furniture and equipment2,534 2,460 2,266 2,333 2,442 
Data processing1,247 1,248 1,201 1,217 1,150 
Advertising and bank promotions501 332 919 405 750 
FDIC insurance460 477 519 504 316 
Professional services702 965 504 734 837 
Taxes other than income203 387 3 457 231 
Intangible asset amortization236 228 239 250 260 
Merger-related expenses
1,059 — — — — 
Other operating expenses2,602 1,465 2,044 2,159 2,600 
Total noninterest expenses$22,392 $20,447 $20,749 $20,255 $21,236 


17

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
(In thousands)December 31,
2023		September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022
Balance Sheet at quarter end:
Cash and cash equivalents$65,161 $94,939 $76,318 $98,323 $60,823 
Restricted investments in bank stocks11,992 12,987 12,602 12,869 10,642 
Securities available for sale513,519 495,162 508,612 520,232 513,728 
Loans held for sale, at fair value5,816 6,448 6,450 7,341 10,880 
Loans:
Commercial real estate:
Owner occupied373,757 376,350 366,439 339,371 315,770 
Non-owner occupied694,638 630,514 626,140 603,396 608,043 
Multi-family150,675 143,437 145,257 144,053 138,832 
Non-owner occupied residential95,040 100,391 105,504 106,390 104,604 
Commercial and industrial (1)
367,085 374,190 379,905 380,683 357,774 
Acquisition and development:
1-4 family residential construction24,516 25,642 20,461 20,941 25,068 
Commercial and land development115,249 153,279 143,177 174,556 158,308 
Municipal9,812 10,334 10,638 11,329 12,173 
Total commercial loans1,830,772 1,814,137 1,797,521 1,780,719 1,720,572 
Residential mortgage:
First lien266,239 248,335 235,813 227,031 229,849 
Home equity – term5,078 5,223 5,228 5,371 5,505 
Home equity – lines of credit186,450 188,736 185,099 183,340 183,241 
Installment and other loans9,774 10,405 10,756 11,040 12,065 
Total loans2,298,313 2,266,836 2,234,417 2,207,501 2,151,232 
Allowance for credit losses (2)
(28,702)(28,278)(28,383)(28,364)(25,178)
Net loans held-for-investment2,269,611 2,238,558 2,206,034 2,179,137 2,126,054 
Goodwill18,724 18,724 18,724 18,724 18,724 
Other intangible assets, net2,414 2,650 2,589 2,828 3,078 
Total assets3,064,240 3,054,435 3,008,197 3,011,548 2,922,408 
Total deposits2,558,814 2,546,435 2,522,861 2,515,626 2,476,246 
Borrowings147,285 175,241 152,229 176,315 123,390 
Subordinated notes32,093 32,076 32,059 32,042 32,026 
Total shareholders' equity265,056 243,080 245,641 240,161 228,896 

(1) This balance includes $5.7 million, $6.2 million, $7.2 million, $10.8 million and $13.8 million of Small Business Administration Paycheck Protection Program loans, net of deferred fees and costs, at December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023 and December 31, 2022, respectively.

(2) The balance includes $2.4 million in a one-time cumulative-effect adjustment that increased the allowance for credit losses from the adoption of the new CECL standard on January 1, 2023.
18

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
December 31,
2023		September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022
Capital and credit quality measures (1):
Total risk-based capital:
Orrstown Financial Services, Inc13.0 %13.0 %13.0 %12.8 %12.7 %
Orrstown Bank12.8 %12.5 %12.5 %12.4 %12.3 %
Tier 1 risk-based capital:
Orrstown Financial Services, Inc10.8 %10.6 %10.5 %10.4 %10.3 %
Orrstown Bank11.6 %11.4 %11.4 %11.2 %11.2 %
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc10.8 %10.6 %10.5 %10.4 %10.3 %
Orrstown Bank11.6 %11.4 %11.4 %11.2 %11.2 %
Tier 1 leverage capital:
Orrstown Financial Services, Inc8.9 %8.7 %8.6 %8.5 %8.5 %
Orrstown Bank9.5 %9.3 %9.3 %9.2 %9.2 %
Average equity to average assets8.18 %8.18 %8.11 %7.97 %7.68 %
Allowance for credit losses to total loans1.25 %1.25 %1.27 %1.28 %1.17 %
Total nonaccrual loans to total loans1.11 %0.98 %0.94 %0.96 %0.96 %
Nonperforming assets to total assets0.83 %0.73 %0.70 %0.71 %0.70 %
Allowance for credit losses to nonaccrual loans112 %127 %135 %134 %122 %
Other information:
Net (recoveries) charge-offs$(6)$241 $380 $(34)$116 
Classified loans55,030 33,593 26,347 34,024 36,325 
Nonperforming and other risk assets:
Nonaccrual loans (2)
25,527 22,324 21,062 21,246 20,583 
Other real estate owned— — — 85 — 
Total nonperforming assets25,527 22,324 21,062 21,331 20,583 
Financial difficulty modifications / Troubled debt restructurings still accruing (3)
9 — — — 682 
Loans past due 90 days or more and still accruing (2)
66 277 539 28 439 
Total nonperforming and other risk assets$25,602 $22,601 $21,601 $21,359 $21,704 
(1) Capital ratios are estimated, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. In the first year of adoption in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard.
(2) Includes zero, zero, zero, zero and $0.4 million of purchased credit impaired loans at December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023, and December 31, 2022, respectively, in accordance with ASC 310-30. Upon adoption of the CECL standard, purchased credit deteriorated loans were evaluated on an individual loan level and reported on an individual loan basis under ASC 310-20, Nonrefundable Fees and Other Costs.
(3) On January 1, 2023, the Company adopted ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminated the troubled debt restructuring ("TDR") accounting model and requires that the Company evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty and the modification results in a more-than-insignificant direct change in the contractual cash flows and represents a new loan or a continuation of an existing loan. During 2023, the Company modified terms for two loans totaling $1.4 million, including one existing nonaccrual loan totaling $1.4 million, which met the “Financial Difficulty Modification” criteria in accordance with ASU 2022-02.

19

Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations
Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.
As a result of acquisitions, the Company has intangible assets consisting of goodwill and core deposit and other intangible assets, which totaled $21.1 million and $21.8 million at December 31, 2023 and December 31, 2022, respectively. In addition, during the three and twelve months ended December 31, 2023, the Company incurred $1.1 million in merger-related expenses. Additionally, the Company incurred $3.2 million and $13.0 million in restructuring charges and a provision for legal settlement, respectively, during the year ended December 31, 2022.
Tangible book value per common share and the impact of the merger-related expenses, restructuring charge and legal settlement on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, 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 as 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 will be unaffected by similar adjustments to be determined in accordance with GAAP.
The following tables present the computation of each non-GAAP based measure:
(dollars and shares in thousands)
Tangible Book Value per Common ShareDecember 31,
2023		September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022
Shareholders' equity (most directly comparable GAAP-based measure)$265,056 $243,080 $245,641 $240,161 $228,896 
Less: Goodwill18,724 18,724 18,724 18,724 18,724 
Other intangible assets2,414 2,650 2,589 2,828 3,078 
Related tax effect(507)(557)(544)(594)(646)
Tangible common equity (non-GAAP)$244,425 $222,263 $224,872 $219,203 $207,740 
Common shares outstanding10,612 10,613 10,611 10,692 10,671 
Book value per share (most directly comparable GAAP-based measure)$24.98 $22.90 $23.15 $22.46 $21.45 
Intangible assets per share1.95 1.96 1.96 1.96 1.98 
Tangible book value per share (non-GAAP)$23.03 $20.94 $21.19 $20.50 $19.47 

20

(dollars and shares in thousands)
Three Months EndedTwelve Months Ended
Adjusted Ratios for Merger-Related Expenses, Restructuring Charges and Provision for Legal SettlementDecember 31,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Net income (A) - most directly comparable GAAP-based measure$7,643 $9,626 $35,663 $22,037 
Plus: Merger-related expenses (B)1,059 — 1,059 — 
Plus: Provision for legal settlement (B)— — — 13,000 
Plus: Restructuring expenses (B)— — — 3,155 
Less: Related tax effect (C)(79)— (79)(3,393)
Adjusted net income (D=A+B-C) - Non-GAAP$8,623 $9,626 $36,643 $34,799 
Average assets (E)$3,037,824 $2,876,634 $2,999,527 $2,844,800 
Return on average assets (= A / E) - most directly comparable GAAP-based measure1.00 %1.33 %1.19 %0.77 %
Return on average assets, adjusted (= D / E) - Non-GAAP1.13 %1.33 %1.22 %1.22 %
Average equity (F)$248,442 $220,987 $243,334 $244,281 
Return on average equity (= A / F) - most directly comparable GAAP-based measure12.21 %17.28 %14.66 %9.02 %
Return on average equity, adjusted (= D / F) - Non-GAAP13.77 %17.28 %15.06 %14.25 %
Weighted average shares - basic (G) - most directly comparable GAAP-based measure10,321 10,382 10,340 10,553 
Basic earnings per share (= A / G) - most directly comparable GAAP-based measure$0.74 $0.93 $3.45 $2.09 
Basic earnings per share, adjusted (= D / G) - Non-GAAP$0.84 $0.93 $3.54 $3.30 
Weighted average shares - diluted (H) - most directly comparable GAAP-based measure10,419 10,550 10,435 10,706 
Diluted earnings per share (= A / H) - most directly comparable GAAP-based measure$0.73 $0.91 $3.42 $2.06 
Diluted earnings per share, adjusted (= D / H) - Non-GAAP$0.83 $0.91 $3.51 $3.25 
Noninterest expense (I) - most directly comparable GAAP-based measure$22,392 $21,236 $83,843 $95,806 
Less: Merger-related expenses (B)(1,059)— (1,059)— 
Less: Provision for legal settlement (B)— — — (13,000)
Less: Restructuring expenses (B)— — — (3,155)
Adjusted noninterest expense (J = I - B) - Non-GAAP$21,333 $21,236 $82,784 $79,651 
continued
21

Three Months EndedTwelve Months Ended
December 31,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Net interest income (K)$26,018 $27,484 $104,906 $99,630 
Noninterest income (L)6,491 6,226 25,652 26,952 
Total operating income (M = K + L)$32,509 $33,710 $130,558 $126,582 
Efficiency ratio (= I / M) - most directly comparable GAAP-based measure68.9 %63.0 %64.2 %75.7 %
Efficiency ratio, adjusted (= J / M) - Non-GAAP65.6 %63.0 %63.4 %62.9 %
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Appendix B- Investment Portfolio Concentrations
The following table summarizes the credit ratings and collateral associated with the Company's investment security portfolio, excluding equity securities, at December 31, 2023:
(dollars in thousands)
SectorPortfolio MixAmortized BookFair ValueCredit EnhancementAAAAAABBBNRCollateral / Guarantee Type
Unsecured ABS1 %$3,779 $3,386 29 %— %— %— %— %100 %Unsecured Consumer Debt
Student Loan ABS1 5,378 5,260 27 — — — — 100 Seasoned Student Loans
Federal Family Education Loan ABS18 98,419 97,208 9 7 80 — 13 — 
Federal Family Education Loan (1)
PACE Loan ABS— 2,315 2,033 6 100 — — — — 
PACE Loans (2)
Non-Agency CMBS5 28,104 28,336 25 — — — — 100 
Non-Agency RMBS3 16,467 13,133 14 100 — — — — 
Reverse Mortgages (3)
Municipal - General Obligation18 102,305 94,366 10 83 7 — — 
Municipal - Revenue22 119,318 108,756 — 82 12 — 6 
SBA ReRemic (5)
1 3,487 3,448 — 100 — — — 
SBA Guarantee (4)
Small Business Administration2 8,381 8,894 — 100 — — — 
SBA Guarantee (4)
Agency MBS25 140,953 130,733 — 100 — — — 
Residential Mortgages (4)
U.S. Treasury securities4 20,057 17,840 — 100 — — — 
U.S. Government Guarantee (4)
100 %$548,963 $513,393 7 %79 %4 %2 %8 %
(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+.

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About the Company
With $3.1 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and 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, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect 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. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company's industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company's control. 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, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results of the Company's operations to differ materially from expectations include, but are not limited to: ineffectiveness of the Company's strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; the inability to complete mergers and acquisitions in a timely manner or at all, or to successfully integrate strategic mergers or acquisitions; the impact of certain restrictions during the pendency of any proposed merger or acquisition on the parties' ability to pursue certain business opportunities and strategic transactions; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of a proposed merger or acquisition; the inability to fully achieve expected revenues, savings, efficiencies or synergies from mergers and acquisitions, or taking longer than estimated for such revenues, savings, efficiencies and synergies to be realized; changes in laws and regulations; interest rate movements; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for 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 associated with litigation and legal proceedings; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2022 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequent filings made with the Securities and Exchange Commission.
The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materializes, 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 on which it is made, and the Company disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company 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 press release are 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.
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The review period for subsequent events extends up to and includes the filing date of a public company’s financial statements, when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information presented in this announcement is subject to change. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only, and are not forecasts and may not reflect actual results.


####
25
v3.23.4
Cover
Oct. 24, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 23, 2024
Entity Registrant Name ORRSTOWN FINANCIAL SERVICES, INC.
Entity Incorporation, State or Country Code PA
Entity File Number 001-34292
Entity Tax Identification Number 23-2530374
Entity Address, Address Line One 77 East King Street,
Entity Address, Address Line Two P. O. Box 250
Entity Address, City or Town Shippensburg,
Entity Address, State or Province PA
Entity Address, Postal Zip Code 17257
City Area Code (717)
Local Phone Number 532-6114
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, no par value
Trading Symbol ORRF
Security Exchange Name NASDAQ
Entity Central Index Key 0000826154
Amendment Flag false
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