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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):
July 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.)
4750 Lindle Road,Harrisburg,Pennsylvania17111
(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 July 23, 2024, Orrstown Financial Services, Inc. (the “Company”) issued a press release to report earnings for the quarter ended June 30, 2024.
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 $0.23 per common share, payable August 15, 2024 to shareholders of record as of August 8, 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: July 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 Second Quarter 2024 Results and
Increases Quarterly Dividend by $0.03 per Share

•Orrstown Financial Services, Inc. ("Orrstown" or the “Company”) closed the merger of equals transaction with Codorus Valley Bancorp, Inc. ("Codorus") on July 1, 2024; as a result, the second quarter results reported in this release reflect Orrstown's standalone operating results and do not reflect the combined operating results of the two companies;
•Net income of $7.7 million and diluted earnings per share of $0.73 for the three months ended June 30, 2024 compared to net income of $8.5 million and diluted earnings per share of $0.81 for the three months ended March 31, 2024;
•Excluding the impact of $1.0 million in expenses related to the merger, net of taxes, net income and diluted earnings per share, respectively, were $8.7 million(1) and $0.83(1) for the second quarter of 2024 compared to net income and diluted earnings per share of $9.2 million(1) and $0.88(1), respectively, as adjusted for the impact of $0.7 million in merger-related expenses, net of taxes, recorded for the first quarter of 2024;
•Net interest margin, on a tax equivalent basis, was 3.54% in the second quarter of 2024 compared to 3.77% in the first quarter of 2024; during the three months ended March 31, 2024, Orrstown Bank (the "Bank") recognized interest income previously applied to principal of $1.6 million from the payoff of a nonaccrual loan, which positively impacted net interest margin for the first quarter of 2024 by 21 basis points; excluding the impact of the payoff, net interest margin for the first quarter of 2024 would have been 3.56%;
•Return on average equity for the three months ended June 30, 2024 was 11.41% compared to 12.79% for the three months ended March 31, 2024; excluding the aforementioned merger-related expenses, return on average equity was 12.88%(1) for the three months ended June 30, 2024 compared to 13.79%(1) for the three months ended March 31, 2024;
•At June 30, 2024, nonaccrual loans totaled $8.4 million, a decrease of $4.5 million, from $12.9 million at March 31, 2024 and a decrease of $17.1 million from December 31, 2023; nonaccrual loans to total loans declined to 0.36% at June 30, 2024 compared to 0.56% at March 31, 2024 and 1.11% at December 31, 2023;
•Non-interest income increased by $0.6 million to $7.2 million for the three months ended June 30, 2024 from $6.6 million for the three months ended March 31, 2024;
•Tangible book value per common share(1) rose to $24.08 per share at June 30, 2024 compared to $23.47 per share at March 31, 2024;
•The Board of Directors declared a cash dividend of $0.23 per common share, payable August 15, 2024, to shareholders of record as of August 8, 2024; this represents an increase in the Company's quarterly cash dividend of $0.03 per share, or 15%.

HARRISBURG, PA (July 23, 2024) -- Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the three months ended June 30, 2024. Net income totaled $7.7 million for the three months ended June 30, 2024, compared to $8.5 million for the three months ended March 31, 2024 and $9.8 million for the three months ended June 30, 2023. Diluted earnings per share totaled $0.73 for the three months ended June 30, 2024, compared to $0.81 for the three months ended March 31, 2024 and $0.94 for the three months ended June 30, 2023. Merger-related expenses totaled $1.1 million and $0.7 million for the three months ended June 30, 2024 and March 31, 2024, respectively. For the second quarter of 2024, excluding the impact from the merger-related expenses, net of taxes, net income and diluted earnings per share were $8.7 million(1) and $0.83(1), respectively. For the first quarter of 2024, excluding the impact from the merger-related expenses, net of taxes, net income and diluted earnings per share were $9.2 million(1) and $0.88(1), respectively.
(1) Non-GAAP measure. See Appendix A for additional information.

1

"The closing of the merger of equals with Codorus Valley Bancorp represents a significant milestone in the history of the Company. The merger will significantly increase the combined company's size and scale, which we believe will drive profitability and shareholder value. We are already making progress on the cost savings and integration consistent with the previously announced timeline to achieve these benefits," commented Thomas R. Quinn, Jr., President and Chief Executive Officer.
"We are proud of our second quarter results, highlighted by robust earnings, stabilizing net interest margin, solid loan growth, strong fee income and an increase in our quarterly cash dividend. We are excited to move forward as one unified organization, leveraging our combined strengths to deliver even greater value to our shareholders, clients, communities and employees," Mr. Quinn added.

2

DISCUSSION OF RESULTS
Balance Sheet
Loans
Loans held for investment increased by $44.5 million, or 8% annualized, from March 31, 2024 to June 30, 2024. Commercial loans increased by $41.9 million, or 9% annualized, from $1.8 billion at March 31, 2024 to $1.9 billion at June 30, 2024. The residential mortgage portfolio increased by $2.8 million in the three months ended June 30, 2024.
Investment Securities
Investment securities, all of which are classified as available-for-sale, increased by $14.2 million to $529.1 million at June 30, 2024 from $514.9 million at March 31, 2024. During the second quarter of 2024, purchases of $28.5 million were partially offset by paydowns of $11.3 million and a call of $2.4 million. The overall duration of the Company's investment securities portfolio was 4.2 years at June 30, 2024. See Appendix B for a summary of the Bank's investment securities at June 30, 2024, highlighting their concentrations, credit ratings and credit enhancement levels.
Deposits
During the second quarter of 2024, deposits increased by $6.9 million totaling approximately $2.7 billion at both June 30, 2024 and March 31, 2024. In the second quarter of 2024, time deposits increased by $32.5 million, money market deposits increased by $18.7 million and non-interest bearing deposits increased by $6.7 million. These increases were partially offset by decreases in interest-bearing demand deposits of $48.2 million and savings deposits of $2.8 million. The increase in time deposits was attributable to promotional offerings of up to 18-month terms. The decrease in interest-bearing demand deposits primarily reflects activity from one client who deposited funds in the prior quarter on a short-term basis. The declines in savings deposits were primarily due to clients shifting to higher-yielding products within the Bank. At June 30, 2024, deposits that are uninsured and not collateralized totaled $422.3 million, or 16%, of total deposits compared to $413.5 million, or 15%, of total deposits at March 31, 2024. The Bank's loan-to-deposit ratio increased slightly to 87% at June 30, 2024 from 85% at March 31, 2024 due to the increase in loans during the second quarter of 2024.
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 were $115.0 million at both June 30, 2024 and March 31, 2024. 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 FHLB advances and other wholesale options, of approximately $1.0 billion at June 30, 2024.
3

Income Statement
Net Interest Income and Margin
Net interest income was $26.1 million for the three months ended June 30, 2024 compared to $26.9 million for the three months ended March 31, 2024. The net interest margin, on a tax equivalent basis, decreased to 3.54% in the second quarter of 2024 from 3.77% in the first quarter of 2024. During the first quarter of 2024, the Bank recognized interest income previously applied to principal of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status, which contributed 21 basis points to net interest margin. Excluding the impact of the payoff, net interest margin was relatively stable quarter-to-quarter. The net interest margin was negatively impacted by the increase in funding costs of 11 basis points due primarily to higher average interest-bearing deposit balances. Offsetting these factors, interest income benefited from the deployment of cash into higher yielding loans and investments.
Interest income on loans, on a tax equivalent basis, decreased by $0.7 million to $35.7 million for the three months ended June 30, 2024 compared to $36.4 million for the three months ended March 31, 2024, which was primarily due to the aforementioned interest recovery during the first quarter of 2024.
Interest income on investment securities, on a tax equivalent basis, was $6.1 million for the second quarter of 2024 compared to $5.7 million in the first quarter of 2024. The increase in interest income on investment securities was primarily caused by the increased average balance of investment securities for the quarter.
Interest expense, on a tax equivalent basis, increased by $1.4 million to $17.2 million for the three months ended June 30, 2024 compared to $15.8 million for the three months ended March 31, 2024 due primarily to higher average deposit balances and an increase in rates on deposits. Average interest-bearing deposits increased by $127.9 million during the three months ended June 30, 2024 compared to the three months ended March 31, 2024.
Provision for Credit Losses
The Company recorded a provision for credit losses of $0.8 million for the three months ended June 30, 2024 compared to $0.3 million for the three months ended March 31, 2024. The allowance for credit losses ("ACL") on loans increased to $29.9 million at June 30, 2024 from $29.2 million at March 31, 2024. The increase in the ACL was driven primarily by loan growth. The ACL to total loans was 1.27% at both June 30, 2024 and March 31, 2024. Net charge-offs were $0.1 million for the three months ended June 30, 2024 compared to net recoveries which totaled less than $0.1 million for the three months ended March 31, 2024.
Special mention loans decreased by $6.1 million from $16.0 million at March 31, 2024 to $9.9 million at June 30, 2024 due to repayments of $2.1 million and upgrades of $1.7 million. The remaining decrease to special mention loans was due to downgrades to classified loans. Classified loans decreased by $0.3 million to $48.7 million at June 30, 2024 from $49.0 million at March 31, 2024. The decrease in classified loans was primarily due to repayments of $8.0 million partially offset by downgrades. Non-accrual loans decreased by $4.5 million to $8.4 million at June 30, 2024 from $12.9 million at March 31, 2024 primarily due to repayments of $6.5 million in acquisition and development and commercial real estate loans. The repayments on non-accrual loans were partially offset by additions of $2.1 million, including one commercial real estate loan totaling $1.2 million. Management believes the ACL 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 June 30, 2024, the Company had $220.4 million in loans related to office space compared to $225.9 million at March 31, 2024. The weighted average loan-to-value ratio was 56% and the weighted average debt coverage ratio was 1.85x at June 30, 2024. 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 June 30, 2024).
Noninterest Income
Noninterest income increased by $0.6 million to $7.2 million in the three months ended June 30, 2024 compared to $6.6 million in the three months ended March 31, 2024.
4

Wealth management income increased by $0.2 million in the three months ended June 30, 2024 compared to the three months ended March 31, 2024 due to both new client generation and strong stock market performance.
During the second quarter of 2024, the Company recorded swap fee income of $0.4 million compared to $0.2 million in the three months ended March 31, 2024. Swap fee income fluctuates based on market conditions and client demand.
For the three months ended June 30, 2024, mortgage banking income decreased by $0.1 million compared to the first quarter of 2024. During the second quarter of 2024, residential mortgage sales totaled $8.4 million compared to $14.7 million during the first quarter of 2024, inclusive of a portfolio of loans sold to another institution during the first quarter of 2024. Mortgage production levels remain low in the current environment.
Noninterest Expenses
Noninterest expenses increased by $0.1 million to $22.6 million in the three months ended June 30, 2024 from $22.5 million in the three months ended March 31, 2024.
For the three months ended June 30, 2024, merger-related expenses totaled $1.1 million, an increase of $0.4 million, compared to $0.7 million for the three months ended March 31, 2024. The increase is due primarily to higher legal fees incurred during the second quarter of 2024. The Company will incur additional merger-related expenses from the operational and technology processes to combine systems and services of both companies, which is expected to be completed in November 2024.
Advertising and bank promotions expense increased by $0.4 million to $0.8 million in the three months ended June 30, 2024 from $0.4 million in the three months ended March 31, 2024 due to $0.5 million in contributions to tax credit programs during the second quarter of 2024. Taxes other than income decreased by $0.4 million to less than $0.1 million in the three months ended June 30, 2024 compared to $0.5 million in the three months ended March 31, 2024. This decrease reflects the tax credits recognized on the contributions during the second quarter of 2024.
Salaries and benefits expense decreased by $0.6 million to $13.2 million for the three months ended June 30, 2024 compared to $13.8 million for the three months ended March 31, 2024. Employee benefit costs were lower during the second quarter of 2024 compared to the first quarter of 2024 as social security and unemployment taxes are typically higher at the beginning of the year. In addition, incentive compensation was higher during the first quarter of 2024 associated with the prior year's performance.
Income Taxes
The Company's effective tax rate for the second quarter of 2024 was 21.2% compared to 20.6% for the first quarter of 2024. The Company's effective tax rate for the three months ended June 30, 2024 is greater than the 21% federal statutory rate primarily due 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 ("TEFRA") and the impact of nondeductible merger-related costs, 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 nondeductible merger-related costs increased the effective tax rate by 0.9% for the second quarter of 2024 compared to an increase in the effective tax rate of 1.2% for the first quarter of 2024. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.
Capital
Shareholders’ equity totaled $278.4 million at June 30, 2024, an increase of $6.7 million from $271.7 million at March 31, 2024. The increase was primarily attributable to net income of $7.7 million, partially offset by dividends paid of $2.1 million. Other comprehensive income totaled $0.3 million for the second quarter of 2024, which primarily consisted of net unrealized gains on cash flow hedges. The remaining activity is related to share-based compensation.
5

Tangible book value per share(1) increased to $24.08 per share at June 30, 2024 from $23.47 per share at March 31, 2024 due to the increase in shareholders' equity.
The Company's tangible common equity ratio increased to 8.1% at June 30, 2024 from 7.9% at March 31, 2024 due to the increase in shareholders' equity during the second quarter of 2024. The Company's total risk-based capital ratio was 13.3% at June 30, 2024 compared to 13.4% at March 31, 2024. The Company's Tier 1 leverage ratio was 8.9% at June 30, 2024 compared to 9.0% at March 31, 2024. At June 30, 2024, 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.
Selected Financial Information of Codorus Valley Bancorp, Inc. (unaudited)

•As of June 30, 2024, Codorus had total assets of $2.2 billion, total loans of $1.7 billion and total deposits of $1.9 billion;
•Net income for the three months ended June 30, 2024, excluding $9.6 million of merger-related expenses, was $5.5 million; net income for the six months ended June 30, 2024, excluding $9.8 million of merger-related expenses, was $9.8 million;
•Net interest margin for the three and six months ended June 30, 2024 was 3.28% and 3.34%, respectively;
•Non-performing loans totaled $8.9 million and classified loans were $45.5 million at June 30, 2024.

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


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
Six Months Ended
June 30,June 30,June 30,June 30,
(Dollars in thousands)2024202320242023
Profitability for the period:
Net interest income$26,103 $26,375 $52,984 $52,669 
Provision for credit losses812 399 1,110 1,128 
Noninterest income7,172 7,158 13,802 13,236 
Noninterest expenses22,639 20,749 45,108 41,004 
Income before income tax expense9,824 12,385 20,568 23,773 
Income tax expense2,086 2,547 4,299 4,779 
Net income available to common shareholders$7,738 $9,838 $16,269 $18,994 
Financial ratios:
Return on average assets (1)
0.97 %1.32 %1.04 %1.29 %
Return on average assets, adjusted (1) (2) (3)
1.09 %1.32 %1.14 %1.29 %
Return on average equity (1)
11.41 %16.27 %12.09 %16.08 %
Return on average equity, adjusted (1) (2) (3)
12.88 %16.27 %13.33 %16.08 %
Net interest margin (1)
3.54 %3.83 %3.65 %3.88 %
Efficiency ratio68.0 %61.9 %67.5 %62.2 %
Efficiency ratio, adjusted (2) (3)
64.6 %61.9 %64.8 %62.2 %
Income per common share:
Basic$0.74 $0.95 $1.57 $1.83 
Basic, adjusted (2) (3)
$0.84 $0.95 $1.73 $1.83 
Diluted$0.73 $0.94 $1.55 $1.82 
Diluted, adjusted (2) (3)
$0.83 $0.94 $1.71 $1.82 
Average equity to average assets8.50 %8.11 %8.58 %8.04 %
(1) Annualized for the three and six months ended June 30, 2024 and 2023
(2) Ratio for the three and six months ended June 30, 2024 has been adjusted for merger-related expenses.
(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)
June 30,December 31,
(Dollars in thousands, except per share amounts)20242023
At period-end:
Total assets$3,198,782 $3,064,240 
Loans, net of allowance for credit losses2,317,739 2,269,611 
Loans held-for-sale, at fair value1,562 5,816 
Securities available for sale, at fair value529,082 513,519 
Total deposits2,702,884 2,558,814 
Borrowings129,625 147,285 
Subordinated notes32,128 32,093 
Shareholders' equity278,376 265,056 
Credit quality and capital ratios (1):
Allowance for credit losses to total loans1.27 %1.25 %
Total nonaccrual loans to total loans0.36 %1.11 %
Nonperforming assets to total assets0.26 %0.83 %
Allowance for credit losses to nonaccrual loans357 %112 %
Total risk-based capital:
Orrstown Financial Services, Inc.13.3 %13.0 %
Orrstown Bank13.1 %12.8 %
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.11.1 %10.8 %
Orrstown Bank12.0 %11.6 %
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.11.1 %10.8 %
Orrstown Bank12.0 %11.6 %
Tier 1 leverage capital:
Orrstown Financial Services, Inc.8.9 %8.9 %
Orrstown Bank9.5 %9.5 %
Book value per common share$25.97 $24.98 
(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. Beginning 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 CECL standard.






8

ORRSTOWN FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except per share amounts)June 30, 2024December 31, 2023
Assets
Cash and due from banks$35,951 $32,586 
Interest-bearing deposits with banks96,558 32,575 
Cash and cash equivalents132,509 65,161 
Restricted investments in bank stocks11,147 11,992 
Securities available for sale (amortized cost of $566,421 and $549,089 at June 30, 2024 and December 31, 2023, respectively)
529,082 513,519 
Loans held for sale, at fair value1,562 5,816 
Loans2,347,603 2,298,313 
Less: Allowance for credit losses(29,864)(28,702)
Net loans2,317,739 2,269,611 
Premises and equipment, net28,484 29,393 
Cash surrender value of life insurance74,119 73,204 
Goodwill18,724 18,724 
Other intangible assets, net1,974 2,414 
Accrued interest receivable14,120 13,630 
Deferred tax assets, net21,674 22,017 
Other assets47,648 38,759 
Total assets$3,198,782 $3,064,240 
Liabilities
Deposits:
Noninterest-bearing$425,255 $430,959 
Interest-bearing2,277,629 2,127,855 
Total deposits2,702,884 2,558,814 
Securities sold under agreements to repurchase and federal funds purchased14,625 9,785 
FHLB advances and other borrowings115,000 137,500 
Subordinated notes32,128 32,093 
Accrued interest and other liabilities55,769 60,992 
Total liabilities2,920,406 2,799,184 
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; 11,201,269 shares issued and 10,720,225 outstanding at June 30, 2024; 11,204,599 shares issued and 10,612,390 outstanding at December 31, 2023
583 583 
Additional paid—in capital187,694 189,027 
Retained earnings129,670 117,667 
Accumulated other comprehensive losses(28,404)(28,476)
Treasury stock— 481,044 and 592,209 shares, at cost at June 30, 2024 and December 31, 2023, respectively
(11,167)(13,745)
Total shareholders’ equity278,376 265,056 
Total liabilities and shareholders’ equity$3,198,782 $3,064,240 




9

ORRSTOWN FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended
Six Months Ended
June 30,June 30,June 30,June 30,
(In thousands)2024202320242023
Interest income
Loans$35,537 $31,203 $71,770 $59,947 
Investment securities - taxable4,999 4,415 9,583 8,785 
Investment securities - tax-exempt881 865 1,758 1,730 
Short-term investments1,864 418 2,820 716 
Total interest income43,281 36,901 85,931 71,178 
Interest expense
Deposits15,265 8,608 28,781 14,810 
Securities sold under agreements to repurchase and federal funds purchased27 28 52 53 
FHLB advances and other borrowings1,152 1,386 2,626 2,638 
Subordinated notes734 504 1,488 1,008 
Total interest expense17,178 10,526 32,947 18,509 
Net interest income26,103 26,375 52,984 52,669 
Provision for credit losses812 399 1,110 1,128 
Net interest income after provision for credit losses25,291 25,976 51,874 51,541 
Noninterest income
Service charges1,283 1,251 2,483 2,408 
Interchange income961 993 1,872 1,958 
Swap fee income375 196 574 196 
Wealth management income3,312 2,822 6,414 5,569 
Mortgage banking activities369 112 827 590 
Investment securities losses(12)(2)(17)(10)
Other income884 1,786 1,649 2,525 
Total noninterest income7,172 7,158 13,802 13,236 
Noninterest expenses
Salaries and employee benefits13,195 13,054 26,947 25,250 
Occupancy, furniture and equipment2,705 2,266 5,344 4,599 
Data processing1,237 1,201 2,502 2,418 
Advertising and bank promotions774 919 1,172 1,324 
FDIC insurance419 519 860 1,023 
Professional services801 504 1,432 1,238 
Taxes other than income49 3 543 460 
Intangible asset amortization215 239 440 489 
Merger-related expenses
1,135 — 1,807 — 
Other operating expenses2,109 2,044 4,061 4,203 
Total noninterest expenses22,639 20,749 45,108 41,004 
Income before income tax expense9,824 12,385 20,568 23,773 
Income tax expense2,086 2,547 4,299 4,779 
Net income$7,738 $9,838 $16,269 $18,994 
continued
10

Three Months Ended
Six Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Share information:
Basic earnings per share$0.74 $0.95 $1.57 $1.83 
Diluted earnings per share$0.73 $0.94 $1.55 $1.82 
Dividends paid per share$0.20 $0.20 $0.40 $0.40 
Weighted average shares - basic10,393 10,336 10,371 10,360 
Weighted average shares - diluted10,553 10,421 10,517 10,458 
11

ORRSTOWN FINANCIAL SERVICES, INC.
ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
Three Months Ended
6/30/20243/31/202412/31/20239/30/20236/30/2023
Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-Taxable-
AverageEquivalentEquivalentAverageEquivalentEquivalentAverageEquivalentEquivalentAverageEquivalentEquivalentAverageEquivalentEquivalent
(Dollars in thousands)BalanceInterestRateBalanceInterestRateBalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Federal funds sold & interest-bearing bank balances$142,868 $1,864 5.25 %$74,523 $956 5.16 %$37,873 $460 4.82 %$57,778 $633 4.35 %$37,895 $418 4.42 %
Investment securities (1)(2)
538,451 6,114 4.54 519,851 5,694 4.39 508,891 5,890 4.63 521,234 5,548 4.26 526,225 5,510 4.19 
Loans (1)(3)(4)(5)
2,324,942 35,690 6.17 2,308,103 36,382 6.34 2,286,678 34,055 5.91 2,256,727 32,878 5.78 2,233,312 31,329 5.63 
Total interest-earning assets3,006,261 43,668 5.84 2,902,477 43,032 5.96 2,833,442 40,405 5.67 2,835,739 39,059 5.47 2,797,432 37,257 5.34 
Other assets204,863 196,295 204,382 200,447 191,983 
Total assets$3,211,124 $3,098,772 $3,037,824 $3,036,186 $2,989,415 
Liabilities and Shareholders' Equity
Interest-bearing demand deposits$1,649,753 10,118 2.47 $1,570,622 9,192 2.35 $1,543,575 8,333 2.14 $1,541,728 7,476 1.92 $1,511,468 6,273 1.66 
Savings deposits165,467 140 0.34 170,005 144 0.34 178,351 153 0.34 190,817 164 0.34 204,584 135 0.26 
Time deposits481,721 5,007 4.18 428,443 4,180 3.92 392,085 3,632 3.67 357,194 2,942 3.27 326,034 2,200 2.71 
Total interest-bearing deposits2,296,941 15,265 2.67 2,169,070 13,516 2.51 2,114,011 12,118 2.27 2,089,739 10,582 2.01 2,042,086 8,608 1.69 
Securities sold under agreements to repurchase and federal funds purchased13,412 27 0.81 12,010 25 0.85 13,874 30 0.85 15,006 31 0.83 13,685 28 0.82 
FHLB advances and other borrowings115,000 1,152 4.03 137,505 1,474 4.31 127,843 1,358 4.21 128,131 1,354 4.19 132,094 1,386 4.21 
Subordinated notes32,118 734 9.19 32,100 754 9.45 32,083 504 6.29 32,066 505 6.29 32,049 504 6.29 
Total interest-bearing liabilities2,457,471 17,178 2.81 2,350,685 15,769 2.70 2,287,811 14,010 2.43 2,264,942 12,472 2.19 2,219,914 10,526 1.90 
Noninterest-bearing demand deposits423,037 417,469 441,695 468,628 476,123 
Other liabilities57,828 62,329 59,876 54,353 50,851 
Total liabilities2,938,336 2,830,483 2,789,382 2,787,923 2,746,888 
Shareholders' equity272,788 268,289 248,442 248,263 242,527 
Total$3,211,124 $3,098,772 $3,037,824 $3,036,186 $2,989,415 
Taxable-equivalent net interest income / net interest spread26,490 3.02 %27,263 3.26 %26,395 3.24 %26,587 3.29 %26,731 3.44 %
Taxable-equivalent net interest margin3.54 %3.77 %3.71 %3.73 %3.83 %
Taxable-equivalent adjustment(387)(382)(377)(368)(356)
Net interest income$26,103 $26,881 $26,018 $26,219 $26,375 
Ratio of average interest-earning assets to average interest-bearing liabilities122 %123 %124 %125 %126 %
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.
(5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status in the three months ended March 31, 2024.



13


ORRSTOWN FINANCIAL SERVICES, INC.
ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
(continued)
Six Months Ended
June 30, 2024June 30, 2023
Taxable-Taxable-Taxable-Taxable-
AverageEquivalentEquivalentAverageEquivalentEquivalent
(Dollars in thousands)BalanceInterestRateBalanceInterestRate
Assets
Federal funds sold & interest-bearing bank balances$108,695 $2,820 5.22 %$33,770 $716 4.27 %
Investment securities (1)(2)
529,151 11,808 4.47 525,957 10,975 4.19 
Loans (1)(3)(4)(5)
2,316,522 72,072 6.25 2,206,914 60,173 5.49 
Total interest-earning assets2,954,368 86,700 5.90 2,766,641 71,864 5.23 
Other assets200,580 194,786 
Total assets$3,154,948 $2,961,427 
Liabilities and Shareholders' Equity
Interest-bearing demand deposits$1,610,188 19,310 2.41 $1,507,467 11,135 1.49 
Savings deposits167,736 284 0.34 211,955 268 0.25 
Time deposits 455,082 9,187 4.06 301,095 3,407 2.28 
Total interest-bearing deposits2,233,006 28,781 2.59 2,020,517 14,810 1.48 
Securities sold under agreements to repurchase and federal funds purchased12,711 52 0.83 13,776 53 0.77 
FHLB advances and other borrowings126,253 2,626 4.18 119,335 2,638 4.46 
Subordinated notes32,109 1,488 9.32 32,041 1,008 6.29 
Total interest-bearing liabilities2,404,079 32,947 2.76 2,185,669 18,509 1.71 
Noninterest-bearing demand deposits420,253 485,789 
Other liabilities60,078 51,736 
Total liabilities2,884,410 2,723,194 
Shareholders' equity270,538 238,233 
Total liabilities and shareholders' equity$3,154,948 $2,961,427 
Taxable-equivalent net interest income / net interest spread53,753 3.14 %53,355 3.52 %
Taxable-equivalent net interest margin3.65 %3.88 %
Taxable-equivalent adjustment(769)(686)
Net interest income$52,984 $52,669 
Ratio of average interest-earning assets to average interest-bearing liabilities123 %127 %
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.
(5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the six months ended June 30, 2024.
15

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(In thousands)June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
Profitability for the quarter:
Net interest income$26,103 $26,881 $26,018 $26,219 $26,375 
Provision for credit losses812 298 418 136 399 
Noninterest income7,172 6,630 6,491 5,925 7,158 
Noninterest expenses22,639 22,469 22,392 20,447 20,749 
Income before income taxes9,824 10,744 9,699 11,561 12,385 
Income tax expense 2,086 2,213 2,056 2,535 2,547 
Net income$7,738 $8,531 $7,643 $9,026 $9,838 
Financial ratios:
Return on average assets (1)
0.97 %1.11 %1.00 %1.18 %1.32 %
Return on average assets, adjusted (1)(2)(3)
1.09 %1.19 %1.13 %1.18 %1.32 %
Return on average equity (1)
11.41 %12.79 %12.21 %14.42 %16.27 %
Return on average equity, adjusted (1)(2)(3)
12.88 %13.79 %13.77 %14.42 %16.27 %
Net interest margin (1)
3.54 %3.77 %3.71 %3.73 %3.83 %
Efficiency ratio68.0 %67.0 %68.9 %63.6 %61.9 %
Efficiency ratio, adjusted (2)(3)
64.6 %65.0 %65.6 %63.6 %61.9 %
Per share information:
Income per common share:
Basic$0.74 $0.82 $0.74 $0.87 $0.95 
Basic, adjusted (2)(3)
0.84 0.89 0.84 0.87 0.95 
Diluted0.73 0.81 0.73 0.87 0.94 
Diluted, adjusted (2)(3)
0.83 0.88 0.83 0.87 0.94 
Book value25.97 25.38 24.98 22.90 23.15 
Tangible book value24.08 23.47 23.03 20.94 21.19 
Cash dividends paid0.20 0.20 0.20 0.20 0.20 
Average basic shares10,393 10,349 10,321 10,319 10,336 
Average diluted shares10,553 10,482 10,419 10,405 10,421 
(1) Annualized.
(2) Ratio has been adjusted for the merger-related expenses for the three months ended June 30, 2024, March 31, 2024 and 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)June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
Noninterest income:
Service charges$1,283 $1,200 $1,198 $1,260 $1,251 
Interchange income961 911 952 963 993 
Swap fee income375 199 588 255 196 
Wealth management income3,312 3,102 2,945 2,826 2,822 
Mortgage banking activities369 458 143 (142)112 
Other income884 765 704 761 1,786 
Investment securities (losses) gains(12)(5)(39)2 (2)
Total noninterest income$7,172 $6,630 $6,491 $5,925 $7,158 
Noninterest expenses:
Salaries and employee benefits$13,195 $13,752 $12,848 $12,885 $13,054 
Occupancy, furniture and equipment2,705 2,639 2,534 2,460 2,266 
Data processing1,237 1,265 1,247 1,248 1,201 
Advertising and bank promotions774 398 501 332 919 
FDIC insurance419 441 460 477 519 
Professional services801 631 702 965 504 
Taxes other than income49 494 203 387 3 
Intangible asset amortization215 225 236 228 239 
Merger-related expenses
1,135 672 1,059 — — 
Other operating expenses2,109 1,952 2,602 1,465 2,044 
Total noninterest expenses$22,639 $22,469 $22,392 $20,447 $20,749 


17

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
(In thousands)June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
Balance Sheet at quarter end:
Cash and cash equivalents$132,509 $182,722 $65,161 $94,939 $76,318 
Restricted investments in bank stocks11,147 11,453 11,992 12,987 12,602 
Securities available for sale529,082 514,909 513,519 495,162 508,612 
Loans held for sale, at fair value1,562 535 5,816 6,448 6,450 
Loans:
Commercial real estate:
Owner occupied371,301 364,280 373,757 376,350 366,439 
Non-owner occupied710,477 707,871 694,638 630,514 626,140 
Multi-family151,542 147,773 150,675 143,437 145,257 
Non-owner occupied residential89,156 91,858 95,040 100,391 105,504 
Commercial and industrial
374,976 365,524 367,085 374,190 379,905 
Acquisition and development:
1-4 family residential construction32,439 22,277 24,516 25,642 20,461 
Commercial and land development129,883 118,010 115,249 153,279 143,177 
Municipal10,594 10,925 9,812 10,334 10,638 
Total commercial loans1,870,368 1,828,518 1,830,772 1,814,137 1,797,521 
Residential mortgage:
First lien271,153 270,748 266,239 248,335 235,813 
Home equity – term4,633 4,966 5,078 5,223 5,228 
Home equity – lines of credit192,736 189,966 186,450 188,736 185,099 
Installment and other loans8,713 8,875 9,774 10,405 10,756 
Total loans2,347,603 2,303,073 2,298,313 2,266,836 2,234,417 
Allowance for credit losses
(29,864)(29,165)(28,702)(28,278)(28,383)
Net loans held-for-investment2,317,739 2,273,908 2,269,611 2,238,558 2,206,034 
Goodwill18,724 18,724 18,724 18,724 18,724 
Other intangible assets, net1,974 2,189 2,414 2,650 2,589 
Total assets3,198,782 3,183,331 3,064,240 3,054,435 3,008,197 
Total deposits2,702,884 2,695,951 2,558,814 2,546,435 2,522,861 
Borrowings129,625 127,099 147,285 175,241 152,229 
Subordinated notes32,128 32,111 32,093 32,076 32,059 
Total shareholders' equity278,376 271,682 265,056 243,080 245,641 

18

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
Capital and credit quality measures(1):
Total risk-based capital:
Orrstown Financial Services, Inc13.3 %13.4 %13.0 %13.0 %13.0 %
Orrstown Bank13.1 %13.1 %12.8 %12.5 %12.5 %
Tier 1 risk-based capital:
Orrstown Financial Services, Inc11.1 %11.2 %10.8 %10.6 %10.5 %
Orrstown Bank12.0 %11.9 %11.6 %11.4 %11.4 %
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc11.1 %11.2 %10.8 %10.6 %10.5 %
Orrstown Bank12.0 %11.9 %11.6 %11.4 %11.4 %
Tier 1 leverage capital:
Orrstown Financial Services, Inc8.9 %9.0 %8.9 %8.7 %8.6 %
Orrstown Bank9.5 %9.6 %9.5 %9.3 %9.3 %
Average equity to average assets8.50 %8.66 %8.18 %8.18 %8.11 %
Allowance for credit losses to total loans1.27 %1.27 %1.25 %1.25 %1.27 %
Total nonaccrual loans to total loans0.36 %0.56 %1.11 %0.98 %0.94 %
Nonperforming assets to total assets0.26 %0.40 %0.83 %0.73 %0.70 %
Allowance for credit losses to nonaccrual loans357 %226 %112 %127 %135 %
Other information:
Net charge-offs (recoveries)$113 $(42)$(6)$241 $380 
Classified loans48,722 48,997 55,030 33,593 26,347 
Nonperforming and other risk assets:
Nonaccrual loans8,363 12,886 25,527 22,324 21,062 
Other real estate owned— — — — — 
Total nonperforming assets8,363 12,886 25,527 22,324 21,062 
Financial difficulty modifications still accruing
— — 9 — — 
Loans past due 90 days or more and still accruing187 99 66 277 539 
Total nonperforming and other risk assets$8,550 $12,985 $25,602 $22,601 $21,601 
(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. Beginning 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.

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, core deposit and other intangible assets, which totaled $20.7 million and $21.1 million at June 30, 2024 and December 31, 2023, respectively. In addition, during the three months ended June 30, 2024, March 31, 2024 and December 31, 2023, the Company incurred $1.1 million, $0.7 million and $1.1 million in merger-related expenses, respectively.
Tangible book value per common share and the impact of the merger-related expenses 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 ShareJune 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
Shareholders' equity (most directly comparable GAAP-based measure)$278,376 $271,682 $265,056 $243,080 $245,641 
Less: Goodwill18,724 18,724 18,724 18,724 18,724 
Other intangible assets1,974 2,189 2,414 2,650 2,589 
Related tax effect(415)(460)(507)(557)(544)
Tangible common equity (non-GAAP)$258,093 $251,229 $244,425 $222,263 $224,872 
Common shares outstanding10,720 10,705 10,612 10,613 10,611 
Book value per share (most directly comparable GAAP-based measure)$25.97 $25.38 $24.98 $22.90 $23.15 
Intangible assets per share1.89 1.91 1.95 1.96 1.96 
Tangible book value per share (non-GAAP)$24.08 $23.47 $23.03 $20.94 $21.19 

20

(dollars and shares in thousands)
Three Months EndedSix Months Ended
Adjusted Ratios for Merger-Related ExpensesJune 30,
2024		March 31, 2024December 31,
2023		June 30,
2023		June 30,
2024		June 30,
2023
Net income (A) - most directly comparable GAAP-based measure$7,738 $8,531 $7,643 $9,838 $16,269 $18,994 
Plus: Merger-related expenses (B)1,135 672 1,059 — 1,807 — 
Less: Related tax effect (C)(139)(1)(79)— (140)— 
Adjusted net income (D=A+B-C) - Non-GAAP$8,734 $9,202 $8,623 $9,838 $17,936 $18,994 
Average assets (E)$3,211,124$3,098,772$3,037,824$2,989,415$3,154,948$2,961,427
Return on average assets (= A / E) - most directly comparable GAAP-based measure (1)
0.97 %1.11 %1.00 %1.32 %1.04 %1.29 %
Return on average assets, adjusted (= D / E) - Non-GAAP (1)
1.09 %1.19 %1.13 %1.32 %1.14 %1.29 %
Average equity (F)$272,788 $268,289 $248,442 $242,527 $270,538 $238,233 
Return on average equity (= A / F) - most directly comparable GAAP-based measure (1)
11.41 %12.79 %12.21 %16.27 %12.09 %16.08 %
Return on average equity, adjusted (= D / F) - Non-GAAP (1)
12.88 %13.79 %13.77 %16.27 %13.33 %16.08 %
Weighted average shares - basic (G) - most directly comparable GAAP-based measure10,393 10,349 10,321 10,336 10,371 10,360 
Basic earnings per share (= A / G) - most directly comparable GAAP-based measure$0.74 $0.82 $0.74 $0.95 $1.57 $1.83 
Basic earnings per share, adjusted (= D / G) - Non-GAAP$0.84 $0.89 $0.84 $0.95 $1.73 $1.83 
Weighted average shares - diluted (H) - most directly comparable GAAP-based measure10,553 10,482 10,419 10,421 10,517 10,458 
Diluted earnings per share (= A / H) - most directly comparable GAAP-based measure$0.73 $0.81 $0.73 $0.94 $1.55 $1.82 
Diluted earnings per share, adjusted (= D / H) - Non-GAAP$0.83 $0.88 $0.83 $0.94 $1.71 $1.82 
Noninterest expense (I) - most directly comparable GAAP-based measure$22,639 $22,469 $22,392 $20,749 $45,108 $41,004 
Less: Merger-related expenses (B)(1,135)(672)(1,059)— (1,807)— 
Adjusted noninterest expense (J = I - B) - Non-GAAP$21,504 $21,797 $21,333 $20,749 $43,301 $41,004 
continued
(1) Annualized
21

Three Months EndedSix Months Ended
June 30,
2024		March 31, 2024December 31,
2023		June 30,
2023		June 30,
2024		June 30,
2023
Net interest income (K)$26,103 $26,881 $26,018 $26,375 $52,984 $52,669 
Noninterest income (L)7,172 6,630 6,491 7,158 13,802 13,236 
Total operating income (M = K + L)$33,275 $33,511 $32,509 $33,533 $66,786 $65,905 
Efficiency ratio (= I / M) - most directly comparable GAAP-based measure68.0 %67.0 %68.9 %61.9 %67.5 %62.2 %
Efficiency ratio, adjusted (= J / M) - Non-GAAP64.6 %65.0 %65.6 %61.9 %64.8 %62.2 %
(1) Annualized


22


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 June 30, 2024:
(dollars in thousands)
SectorPortfolio MixAmortized BookFair ValueCredit EnhancementAAAAAABBBNRCollateral / Guarantee Type
Unsecured ABS1 %$3,330 $3,022 26 %— %— %— %— %100 %Unsecured Consumer Debt
Student Loan ABS1 4,662 4,558 27 — — — — 100 Seasoned Student Loans
Federal Family Education Loan ABS16 89,830 89,516 10 7 80 — 13 — 
Federal Family Education Loan (1)
PACE Loan ABS— 2,231 1,945 6 100 — — — — 
PACE Loans (2)
Non-Agency CMBS3 14,180 14,185 25 — — — — 100 
Non-Agency RMBS3 17,195 14,201 16 100 — — — — 
Reverse Mortgages (3)
Municipal - General Obligation18 102,548 93,339 10 83 7 — — 
Municipal - Revenue21 118,856 107,107 — 82 12 — 6 
SBA ReRemic (5)
— 2,662 2,639 — 100 — — — 
SBA Guarantee (4)
Small Business Administration1 7,222 7,662 — 100 — — — 
SBA Guarantee (4)
Agency MBS32 183,546 173,086 — 100 — — — 
Residential Mortgages (4)
U.S. Treasury securities4 20,050 17,713 — 100 — — — 
U.S. Government Guarantee (4)
100 %$566,312 $528,973 6 %83 %4 %2 %5 %
(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+.

23

About the Company
With $3.2 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). On July 1, 2024, the Company closed the merger of equals transaction with Codorus Valley Bancorp, Inc. ("Codorus") with offices in York, Lancaster and Cumberland counties of Pennsylvania, and Baltimore and Harford counties in Maryland. At the time of the merger, Codorus had assets totaling $2.2 billion, including total loans of $1.7 billion, and total deposits of $1.9 billion. 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 and 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: 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; the diversion of management's attention from ongoing business operations and opportunities; the effects of competition and how it may impact our community 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 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; the possibility that the anticipated benefits of the merger with Codorus (the “Merger”) are not realized when expected or at all; the possibility that the Merger may be more expensive to complete than anticipated; the possibility that revenues following the Merger may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the ability to complete the integration of the two companies successfully; the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the Merger; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2023 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
24

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.
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
v3.24.2
Cover
Jul. 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 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 4750 Lindle Road,
Entity Address, Address Line Two
Entity Address, City or Town Harrisburg,
Entity Address, State or Province PA
Entity Address, Postal Zip Code 17111
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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