FORM 10 - Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended September 30, 2004 Commission file number: 33-18888 ORRSTOWN FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) Commonwealth of Pennsylvania 23-2530374 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 77 East King Street 17257 P.O. Box 250, Shippensburg, Pennsylvania (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (717) 532-6114 Indicate by check mark whether the registrant (1) has filed all reports required to be filled by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b - 2 of the Exchange Act). YES X NO Class Outstanding at October 25, 2004 (Common Stock, no par value ) 5,120,764 ORRSTOWN FINANCIAL SERVICES, INC. INDEX Page Part I - FINANCIAL INFORMATION Item 1. Financial statements (unaudited) Condensed consolidated balance sheets - September 30, 2004 and December 31, 2003 4 Condensed consolidated statements of income - Three months ended September 30, 2004 and 2003 5 Condensed consolidated statements of income - Nine months ended September 30, 2004 and 2003 6 Condensed consolidated statements of comprehensive income - Three months & Nine months ended September 30, 2004 and 2003 7 Condensed consolidated statements of cash flows - Nine months ended September 30, 2004 and 2003 8 Notes to condensed consolidated financial statements9 - 10 Item 2. Management's discussion and analysis of financial condition and results of operations 11 - 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings 18 Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6 Exhibits and Reports on Form 8-K 18 SIGNATURES 19 PART I - FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION Item 1. Financial Statements ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ORRSTOWN BANK CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Unaudited) (Audited) * September 30, December 31, (Dollars in Thousands) 2004 2003 ASSETS Cash and due from banks $ 11,303 $ 12,283 Interest bearing deposits with banks 508 1,001 Federal funds sold 21,936 3,829 Securities available for sale 83,090 89,074 Federal Home Loan Bank, Federal Reserve and Atlantic Central Bankers Bank Stock, at cost which approximates market value 2,766 2,912 Loans 379,021 345,054 Allowance for loan losses (4,339) (4,161) ---------------- ---------------- Net Loans 374,682 340,893 Premises and equipment, net 12,544 11,168 Accrued Interest receivable 1,695 1,647 Cash value-life insurance 7,438 7,234 Other assets 3,441 2,352 ---------------- ---------------- Total assets $ 519,403 $ 472,393 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 59,040 $ 52,276 Interest bearing 338,371 306,367 ---------------- ---------------- Total deposits 397,411 358,643 Federal funds purchased and other short term borrowed funds 34,107 29,440 Long term borrowed funds 35,705 37,193 Accrued interest payable 243 226 Other liabilities 4,502 4,056 ---------------- ---------------- Total liabilities 471,968 429,558 ---------------- ---------------- Common stock, no par value - $ .05205 stated value per share 50,000,000 shares authorized with 5,114,559 shares issued at September 30, 2004 and $.1041 stated value per share 10,000,000 shares authorized with 2,537,011 shares issued at December 31, 2003 266 264 Additional paid - in capital 34,034 32,928 Retained earnings 12,282 8,509 Accumulated other comprehensive income 853 1,134 ---------------- ---------------- Total stockholders' equity 47,435 42,835 ---------------- ---------------- Total liabilities and stockholders' equity $ 519,403 $ 472,393 ================ ================ * Condensed from audited financial statements The accompanying notes are an integral part of these condensed financial statements. ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ORRSTOWN BANK CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended September September (Dollars in Thousands) 2004 2003 INTEREST INCOME Interest and fees on loans $ 5,661 $ 4,924 Interest on federal funds sold 77 65 Interest and dividends on investment 866 852 securities Interest income on deposits with banks 2 2 --------- --------- Total interest income 6,606 5,843 --------- --------- INTEREST EXPENSE Interest on deposits 1,333 1,196 Interest on borrowed money 469 471 --------- --------- Total interest expense 1,802 1,667 --------- --------- Net interest income 4,804 4,176 Provision for loan losses 30 24 --------- --------- Net interest income after provision for loan losses 4,774 4,152 --------- --------- OTHER INCOME Service charges on deposits 793 666 Other service charges 265 421 Trust department income 478 378 Brokerage income 187 111 Other income 95 103 Securities gains / (losses) 0 23 --------- --------- Total other income 1,818 1,702 --------- --------- OTHER EXPENSES Salaries and employee benefits 2,076 1,737 Net occupancy and equipment expenses 592 528 Other operating expenses 1,102 963 --------- --------- Total other expense 3,770 3,228 --------- --------- Income before income tax 2,822 2,626 Income tax expenses 856 891 --------- --------- Net income $ 1,966 $ 1,735 ========= ========= PER SHARE DATA Earnings per share Basic earnings per share $ 0.39 $ 0.34 Weighted average number of shares 5,111,776 5,056,896 outstanding Diluted earnings per share $ 0.37 $ 0.33 Weighted average number of shares 5,318,301 5,240,650 outstanding Dividends per share $ 0.13 $ 0.1050 The accompanying notes are an integral part of these condensed financial statements. ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ORRSTOWN BANK CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended September September (Dollars in Thousands) 2004 2003 INTEREST INCOME Interest and fees on loans $ 16,300 $ 14,486 Interest on federal funds sold 117 124 Interest and dividends on investment securities 2,593 2,806 Interest income on deposits with banks 5 11 ---------- ---------- Total interest income 19,015 17,427 ---------- ---------- INTEREST EXPENSE Interest on deposits 3,814 3,790 Interest on borrowed money 1,332 1,295 ---------- ---------- Total interest expense 5,146 5,085 ---------- ---------- Net interest income 13,869 12,342 Provision for loan losses 210 300 ---------- ---------- Net interest income after provision for loan losses 13,659 12,042 ---------- ---------- OTHER INCOME Service charges on deposits 2,243 1,942 Other service charges 780 990 Trust department income 1,392 1,072 Brokerage income 404 361 Other income 245 300 Securities gains / (losses) 115 194 ---------- ---------- Total other income 5,179 4,859 ---------- ---------- OTHER EXPENSES Salaries and employee benefits 5,879 5,039 Net occupancy and equipment expenses 1,777 1,556 Other operating expenses 3,207 2,970 ---------- ---------- Total other expense 10,863 9,565 ---------- ---------- Income before income tax 7,975 7,336 Income tax expenses 2,312 2,240 ---------- ---------- Net income $ 5,663 $ 5,096 ========== ========== PER SHARE DATA Earnings per share Basic earnings per share $ 1.11 $ 1.01 Weighted average number of shares outstanding 5,101,409 5,049,853 Diluted earnings per share $ 1.07 $ 0.98 Weighted average number of shares outstanding 5,283,693 5,203,426 Dividends per share $ 0.37 $ 0.3055 The accompanying notes are an integral part of these condensed financial statements. ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ORRSTOWN BANK CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended September September (Dollars in Thousands) 2004 2003 COMPREHENSIVE INCOME Net Income $ 1,966 $ 1,735 Other comprehensive income, net of tax Unrealized gain (loss) on investment securities available for sale 339 (608) ---------- ---------- Comprehensive Income $ 2,305 $ 1,127 ========== ========== Nine Months Ended September September (Dollars in Thousands) 2004 2003 COMPREHENSIVE INCOME Net Income $ 5,663 $ 5,096 Other comprehensive income, net of tax Unrealized gain (loss) on investment (281) (940) securities available for sale ---------- ---------- Comprehensive Income $ 5,382 $ 4,156 ========== ========== The accompanying notes are an integral part of these condensed financial statements. ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY, ORRSTOWN BANK CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September September (Dollars in Thousands) 2004 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 5,663 $ 5,096 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 798 695 Provision for loan losses 210 300 Other, net (702) (234) ---------- ---------- Net cash provided by operating activities 5,969 5,857 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in interest 493 (399) bearing deposits with banks Purchases of available for sale (14,923) (45,028) securities Sales and maturities of available for 20,450 46,110 sale securities Net (purchases) redemption of FHLB Stock 145 (398) Net (increase) in loans (33,999) (44,869) Purchases of bank premises and equipment (2,174) (1,840) ---------- ---------- Net cash provided (used) by investing activities (30,008) (46,424) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposits 38,768 36,517 Cash dividends paid (1,889) (1,542) Proceeds from sale of stock 1,108 578 Cash paid in lieu of fractional shares 0 (22) Net increase in short term purchased funds 4,667 6,300 Proceeds of long term debt issuance 0 10,000 Payments and maturities on long term debt (1,488) (1,213) ---------- ---------- Net cash provided by financing activities 41,166 50,618 ---------- ---------- Net increase in cash and cash equivalents 17,127 10,051 Cash and cash equivalents at beginning of period 16,112 18,873 ---------- ---------- Cash and cash equivalents at end of period $ 33,239 $ 28,924 ========= ========= Supplemental disclosure of cash flow nformation: Cash paid during the period for: Interest $ 5,129 $ 5,121 Income Taxes 2,225 2,100 Supplemental schedule of noncash investing and financing activities: Unrealized gain (loss) on investments available for sale (net of deferred taxes of $(145) and $(484) at September 30, 2004 and 2003, respectively). (281) (940) The accompanying notes are an integral part of these condensed financial statements. ORRSTOWN FINANCIAL SERVICES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2004 (UNAUDITED) Review of Interim Financial Statements The condensed consolidated financial statements as of and for the three months ended and nine months ended September 30, 2004 and 2003 have been reviewed by independent certified public accountants. Their report on their review is attached as Exhibit 99 to this 10-Q. Note 1: Basis of Presentation The financial information presented at and for the three months ended and nine months ended September 30, 2004 and 2003 is unaudited. Information presented at December 31, 2003 is condensed from audited year-end financial statements. However, unaudited information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period. Note 2: Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Orrstown Financial Services, Inc. (the Corporation) and its wholly- owned subsidiaries, Orrstown Bank (the Bank) and Pennbanks Insurance Company Cell P1. All significant intercompany transactions and accounts have been eliminated. Cash Flows For purposes of the Statements of Cash Flows, the Corporation has defined cash and cash equivalents as those amounts included in the balance sheet captions "Cash and due from banks" and "Federal funds sold". As permitted by Statement of Financial Accounting Standards No.104, the Corporation has elected to present the net increase or decrease in deposits with banks, loans and deposits in the Statement of Cash Flows. Federal Income Taxes For financial reporting purposes the provision for loan losses charged to operating expense is based on management's judgment, whereas for federal income tax purposes, the amount allowable under present tax law is deducted. Additionally, deferred compensation is charged to operating expense in the period the liability is incurred for financial reporting purposes, whereas for federal income tax purposes, these expenses are deducted when paid. As a result of the aforementioned timing differences, plus the timing differences associated with depreciation expense, deferred income taxes are provided in the financial statements. Income tax expense is less than the amount calculated using the statutory tax rate primarily as a result of tax exempt income earned from state and political subdivision obligations. Stock-Based Compensation The Corporation maintains two stock-based compensation plans. These plans provide for the granting of stock options to the Corporation's employees and directors. The Corporation accounts for its stock option plans based on the intrinsic-value method set forth in APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related Interpretations, under which no compensation cost has been recognized for any of the periods presented. All options granted under the plans occurred during the quarters ended June 30, 2004 and 2003, and had an exercise price equal to the fair market value as established by the average of the daily high bid and daily low offer quotations for the shares reported in the OTC Bulletin Board service during the ten trading days immediately preceding the date of purchase. Thus, there is no effect on third quarter results. Nine Months Ended September September (In Thousands, except per share data) 2004 2003 Net income As reported $ 5,663 $ 5,096 Pro forma 5,278 4,873 Basic earnings per share As reported $ 1.11 $ 1.01 Pro forma 1.04 0.97 Diluted earnings per share As reported $ 1.07 $ 0.98 Pro forma 1.00 0.94 Investment Securities Investment Securities Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Corporation has the ability at the time of purchase to hold securities until maturity, they are classified as securities held to maturity and carried at amortized historical cost. Securities to be held for indefinite periods of time, and not intended to be held to maturity, are classified as available for sale and carried at fair value. Securities held for indefinite periods of time include securities that management intends to use as part of its asset and liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk and other factors related to interest rate and resultant prepayment risk changes. Realized gains and losses on dispositions are based on the net proceeds and the adjusted book value of the securities sold, using the specific identification method. Unrealized gains and losses on investment securities available for sale are based on the difference between book value and fair value of each security. These gains and losses are credited or charged to other comprehensive income, whereas realized gains and losses flow through the Corporation's results of operations. The Corporation has classified all investments securities as "available for sale". At September 30, 2004 fair value exceeded amortized cost by $1,293,000. In shareholders' equity, the balance of accumulated other comprehensive income decreased to $853,000 compared to December 31, 2003, after recognizing the tax effects of the unrealized gains. At December 31, 2003, fair value exceeded amortized cost by $1,719,000 decreasing accumulated other comprehensive income to $1,134,000 after recognizing the tax effects of the unrealized gains. Note 3: Other Commitments In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities which are not reflected in the accompanying financial statements. These commitments include various guarantees and commitments to extend credit and the Bank does not anticipate any losses as a result of these transactions. Note 4: Changes in Common Stock On January 2, 2004 the Board of Directors of Orrstown Financial Services, Inc. approved a 2-for-1 stock split paid on February 10, 2004 to shareholders of record on January 16, 2004. Under this split shareholders received one additional share of common stock for each share owned at the close of business on January 16, 2004. All per share amounts have been adjusted to give retroactive recognition to the 2-for-1 stock split. Item 2. Management's Discussion and Analysis ORRSTOWN FINANCIAL SERVICES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary Orrstown Financial Services, Inc. recorded net income of $1,966,000 for the third quarter of 2004 compared to $1,735,000 for the same period in 2003, representing an increase of $231,000 or 13.3%. Basic earnings per share was $0.39 for the third quarter of 2004 compared to the $0.34 earned during the third quarter of 2003. Net income for the first nine months of 2004 was $5,663,000 compared to $5,096,000 for the same period in 2003, representing an increase of $567,000 or 11.1%. Net income per share for the first nine months of 2004 was $1.11 up from the $1.01 per share realized during the nine months ended September 30, 2003. All per share amounts have been restated to reflect the 2-for-1 stock split paid to shareholders on February 10, 2004. The following statistics compare 2004's third quarter and year-to-date performance to that of 2003: Three Months Ended Nine Months Ended September September September September 2004 2003 2004 2003 Return on average assets 1.53% 1.50% 1.54% 1.56% Return on average equity 16.77% 16.70% 16.62% 17.08% Average equity / Average 9.12% 8.96% 9.27% 9.14% assets Orrstown Financial Services, Inc. (OTC Bulletin board: ORRF) stock is thinly traded but continues to trade at price to earnings and price to book value multiples that are well above industry averages. The closing price on September 30, 2004 was $43.00 which represented 29 times basic earnings per share and 30 times diluted earnings per share realized during the twelve months ended September 30, 2004. This also represents 4.6 times the September 30, 2004 book value per share. Comparatively, according to SNL financial, a banking industry specialist located in Charlottesville, Virginia, the median price / earnings ratio was 16.83 for all publicly traded banks and 18.39 for all publicly traded community (under $500 million in assets) banks while the median price / book value was 1.84 for all banks and 1.64 for all community banks. A detailed discussion of the elements having the greatest impact on net income follows. Net Interest Income Net interest income for the third quarter of 2004 was $4,804,000 representing a growth of $628,000, or 15.0% over the $4,176,000 realized during the third quarter of 2003. This was due to both volume and rate increases as the net interest margin grew from 4.00% in the third quarter 2003 to 4.11% during third quarter 2004. Due to the recent increases in Prime and the Federal Funds rates, the rate on interest earning assets increased 7 basis points from 5.53% during the third quarter 2003 to 5.60% in the third quarter 2004. The largest growth was in loans, with the average daily balance of commercial loans increasing $40,896,000 or 21.4% for the third quarter 2004 over the same period last year. Deposit rates stayed nearly flat between the third quarter this year and the third quarter last year even though interest expense increased by $135,000 for the same period, due to an increase in money market and time deposit account balances. Net interest income for the first nine months of 2004 was $13,869,000 representing an increase of $1,527,000, or 12.4% over the $12,342,000 generated during the first nine months of 2003. Loan portfolio growth is responsible for all interest income gains. Commercial loans were up $40,539,000 or 21.9% and consumer loans were up $11,253,000 or 30.0% over the first nine months of 2003 on a daily average basis. Time deposit volume increased $16,118,000 or 16.7% and money market accounts grew $11,491,000 or 86.2% for the same period. The table that follows states rates on a fully taxable equivalent basis (FTE) and demonstrates the aforementioned effects: (Dollars in Thousands) Three Months Ended September 2004 September 2003 Avg Balance Rates Avg Balance Rates Interest earning assets $ 479,566 5.60% $ 432,054 5.53% Interest bearing liabilities 398,309 1.80% 362,657 1.82% ---------- ---------- Free Funds $ 81,257 $ 69,397 ---------- ---------- Net interest income $ 4,804 $ 4,176 Net interest spread 3.80% 3.71% Free funds ratio 16.94% 16.06% Net interest margin 4.11% 4.00% (Dollars in Thousands) Nine Months Ended September 2004 September 2003 Avg Balance Rates Avg Balance Rates Interest earning assets $ 461,611 5.61% $ 410,014 5.83% Interest bearing liabilities 385,010 1.79% 347,219 1.96% ---------- ---------- Free Funds $ 76,601 $ 62,795 ---------- ---------- Net interest income $ 13,869 $ 12,342 Net interest spread 3.82% 3.87% Free funds ratio 16.59% 15.32% Net interest margin 4.12% 4.18% Non-Interest Income and Expense The following compares three months ended September 30, 2004 to three months ended September 30, 2003: Total non-interest income increased $116,000, or 6.8%, from $1,702,000 during the third quarter of 2003 to $1,818,000 during the third quarter of 2004. Fee income from deposit transactions increased $127,000, or 19.1% over 2003. Bounce protection fees, merchant fees and debit card fees were the primary contributors. Fees on secondary market loans decreased by $100,000 and other loan fees decreased by $71,000 indicating a reduction in mortgage origination and refinancing. No securities gains / losses were taken this quarter. Asset management fees grew $100,000 or 26.5%, while brokerage income increased $76,000 due in part to the addition of the investment management business purchased on July 14, 2004. Total non-interest expenses rose from $3,228,000 during third quarter 2003 to $3,770,000 for 2004's third quarter, resulting in an increase of $542,000, or 16.8%. Salaries and benefits expense grew $339,000, or 19.5% a large contributor to this was an approximately 20% increase in healthcare expenses mid 2004. Occupancy and equipment expense grew 12.1% due to continued company wide growth and improvements to technology. Other operating expenses increased $139,000 for the current quarter versus third quarter 2003. Increases in professional fees were factors in this increase and will continue to be for the next few quarters as compliance with the Sarbanes Oxley Act will demand extra expense. The following compares nine months ended September 30, 2004 to nine months ended September 30, 2003: Total non-interest income grew $320,000, or 6.6%, from $4,859,000 during the first nine months of 2003 to $5,179,000 during the same period of 2004. Primary areas of growth included an increase in bounce protection fees of $116,000, a $89,000 increase in master money cared fees and a $68,000 increase in merchant account fees. A drop in loan fees and insurance fees created a declined of $210,000 in other service charges for the period. Asset management fees grew $302,000 and brokerage income contributed an additional $43,000. Other expenses rose from $9,565,000 during the first nine months of 2003 to $10,863,000 for the nine months ended 2004, growing $1,298,000, or 13.6%. Salary and benefit expense, the largest component of noninterest expense, increased $840,000. Occupancy and equipment expenses increased by $221,000 or 14.2% over the prior year. Other operating expenses rose $237,000. Factors for this growth were primarily from increases in public relations, master money card and contributions expense. Professional fees also grew due in part to the acquisition of the Integrity Financial investment management business on July 14, 2004. Income Tax Expense Income tax expense decreased $35,000, or -3.9%, during the third quarter of 2004 versus the third quarter of 2003. For the first nine months of 2004 versus 2003, income tax expense rose $72,000, or 3.2%. Effective income tax rates were as follows: Three Months Ended Nine Months Ended September September September September 2004 2003 2004 2003 Effective income tax rate 30.3% 33.9% 29.0% 30.5% The marginal federal income tax bracket is 34% for all periods presented. Provision and Allowance for Loan Losses (Dollars in Thousands) Three Months Ended Nine Months Ended September September September September 2004 2003 2004 2003 Balance at beginning of period $ 4,352 $ 3,989 $ 4,161 $ 3,734 Recoveries of loans previously charged off 0 2 28 16 Additions to allowance charged to expense 30 24 210 300 ----------- ----------- ----------- ----------- Total 4,382 4,015 4,399 4,050 Loans charged off 43 21 60 56 ----------- ----------- ----------- ----------- Balance at end of period $ 4,339 $ 3,994 $ 4,339 $ 3,994 In the opinion of management, the allowance, when taken as a whole, is adequate to absorb reasonably estimated loan losses inherent in the Bank's loan portfolio. The unallocated portion of the allowance for loan losses was approximately 38.5% at September 30, 2004. Nonperforming Assets / Risk Elements Nonperforming assets at September 30, are as follows: (Dollars in Thousands) 2004 2003 Loans on nonaccrual (cash) basis Loans secured by real estate $ 312 $ 131 Installment loans 3 10 Commercial loans 0 6 Credit card 0 0 ------------ ------------ Total nonaccrual loans 315 147 Loans whose terms have been renegotiated ------------ ------------ Loans secured by real estate 2,326 1,420 Installment loans 0 0 Commercial loans 0 0 Credit card 0 0 ------------ ------------ Total renegotiated loans 2,326 1,420 ------------ ------------ OREO 61 261 ------------ ------------ Total nonperforming loans and OREO $ 2,702 $ 1,828 ============ ============ Ratio of nonperforming assets to total loans and OREO 0.71% 0.56% Ratio of nonperforming assets to total assets 0.52% 0.39% Loans past due 90 or more days and still accruing Loans secured by real estate $ 972 $ 2,762 Installment loans 21 15 Commercial loans 0 1 Credit card 0 0 ------------ ------------ Total loans 90 or more days past due $ 993 $ 2,778 ============ ============ 0.26% 0.85% Ratio of loans 90 or more days past due to total assets 0.19% 0.60% ------------ ------------ Total nonperforming and other risk assets $ 3,695 $ 4,606 ============ ============ Ratio of total risk assets to total loans and OREO 0.97% 1.41% Ratio of total risk assets to total assets 0.71% 0.99% Any loans classified for regulatory purposes as loss, doubtful, substandard or special mention that have not been disclosed under Item III of Industry Guide 3 do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources. Capital Resources and Balance Sheet Fluctuations A comparison of Orrstown Financial Services, Inc.'s capital ratios to regulatory minimum requirements at September 30, 2004 are as follows: Orrstown Regulatory Financial Regulatory Well-Capitalized Services, Inc. Minimums Minimums Leverage Ratio 8.87% 4% 5% Risk Based Capital Ratios: Tier I Capital Ratio 12.00% 4% 6% Total (Tier I & II) Capital Ratio (core capital plus allowance for loan losses) 13.15% 8% 10% The growth experienced during 2004 has been supported by capital growth in the form of retained earnings and capital infusion from the dividend reinvestment and ESOP plans. Dividend reinvestment plan participants have added $669,000 to equity as of September 30, 2004. Also during the first nine months of 2004 there were numerous Employee Stock Options exercised, which increased capital by $403,000. Equity represented 9.13% of assets at September 30, 2004 which is up from 9.07% at December 31, 2003 due primarily to the retaining of earnings and the aforementioned stock sales under plans. All balance sheet fluctuations exceeding 5% have been created by either the growth that has been experienced during 2004 or single day fluctuations. Management is not aware of any current recommendations by regulatory authorities which, if implemented, would have a material effect on the corporation's liquidity, capital resources or operations. Sarbanes-Oxley Act 2002 Requirements On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) was signed into law. The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity securities registered or that file reports under the Securities Exchange Act of 1934 (the Exchange Act). In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violations of the securities laws. Many of the provisions were effective immediately while other provisions become effective over a period of time and are subject to rulemaking by the Securities and Exchange Commission (the SEC). Because the Corporation's common stock is registered with the SEC, it is currently subject to the Sarbanes-Oxley Act. The Corporation anticipates that it will incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, but does not expect that such compliance will have a material impact on the Corporations' or the Banks' results of operations or financial condition. The Board of Directors revised the Audit Committee Charter in 2003 in order to bring it into conformity with requirements specified in the Sarbanes-Oxley Act and related SEC regulations. The Corporation's audit committee held its regularly scheduled meetings during the first nine months of 2004. The audit committee consists of four outside directors with varied business and financial expertise. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to the quantitative and qualitative disclosures made in Orrstown Financial Services, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. Item 4. Controls and Procedures Controls and Procedures (a) Evaluation of disclosure controls and procedures: The Corporation's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Corporation's disclosure controls and procedures (as such term is defined in Rules 13a-14(c) under the Securities Exchange Act of 1934, as amended) as of September 30, 2004. Based on such evaluation, such officers have concluded that, as of September 30, 2004, the Corporation's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in the Corporation's periodic filings under the Exchange Act. (b) Changes in internal controls: There have not been any significant changes in the Corporation's internal control over financial reporting or in other factors that could significantly affect such control during the third quarter of 2004. PART II - OTHER INFORMATION PART 11 - OTHER INFORMATION Item 1 - Legal Proceedings None Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities None Item 3 - Defaults Upon Senior Securities Not applicable Item 4 - Submission of Matters to a Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8 - K (a) Exhibits 31.1 - Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 - Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 - Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 32.2 - Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 99 - Report of independent accountant's on interim financial statements (b) Reports on Form 8 - K The Registrant filed the following reports with the Commission on Form 8-K Report Dated October 25, 2004 Registrant announced its earnings for the period ended September 30, 2004. 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 thereunto duly authorized. /s/ Kenneth R. Shoemaker (Kenneth R. Shoemaker, President & CEO) (Duly Authorized Officer) /s/ Bradley S. Everly (Bradley S. Everly, Senior Vice President & CFO) (Chief Financial Officer) /s/ Robert B. Russell (Robert B. Russell, Controller) (Chief Accounting Officer) DateOctober 25, 2004 Exhibit 31.1 CERTIFICATION I, Kenneth R. Shoemaker, President and CEO, certify, that: 1. I have reviewed this quarterly report on Form 10-Q of Orrstown Financial Services, Inc. 2. Based on my knowledge, the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15 (e) and 15d-15(e)) for the registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and (c) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of the internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Kenneth R. Shoemaker Kenneth R. Shoemaker President & CEO (Principal Executive Officer) October 25, 2004 Exhibit 31.2 CERTIFICATION I, Bradley S. Everly, Sr. Vice President and CFO, certify, that: 1. I have reviewed this quarterly report on Form 10-Q of Orrstown Financial Services, Inc. 2. Based on my knowledge, the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) for the registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and (c) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of the internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Bradley S. Everly Bradley S. Everly Sr. Vice President & CFO (Principal Financial Officer) October 25, 2004 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Orrstown Financial Services, Inc. (the Corporation) on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Kenneth R. Shoemaker, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the final condition and results of operations of the Corporation. /s/ Kenneth R. Shoemaker Kenneth R. Shoemaker Chief Executive Officer October 25, 2004 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Orrstown Financial Services, Inc. (the Corporation) on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Bradley S. Everly, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the final condition and results of operations of the Corporation. /s/ Bradley S. Everly Bradley S. Everly Chief Financial Officer October 25, 2004 Exhibit 99 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Orrstown Financial Services, Inc. Shippensburg, Pennsylvania We have reviewed the accompanying consolidated balance sheet of Orrstown Financial Services, Inc. and it's subsidiaries as of September 30, 2004 and the related consolidated statements of income for the three and nine months ended September 30, 2004 and 2003 and consolidated statements of comprehensive income for the three and nine months ended September 30, 2004 and 2003 and consolidated statements of cash flows for the nine months ended September 30, 2004 and 2003. These financial statements are the responsibility of the Corporation's management. We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. /s/ Smith Elliott Kearns & Company, LLC SMITH ELLIOTT KEARNS & COMPANY, LLC Chambersburg, Pennsylvania October 25, 2004