Orrstown Financial Services, Inc. (the “Company”) (NASDAQ:ORRF), the parent company of Orrstown Bank (the “Bank”) and Wheatland Advisors, Inc. ("Wheatland"), announced earnings for the three and six months ended June 30, 2017. Net income totaled $3.3 million for the three months ended June 30, 2017, compared with $700 thousand for the same period in 2016. For the six months ended June 30, 2017, net income totaled $5.3 million, compared with $3.3 million for the same period in 2016. Diluted earnings per share totaled $0.40 and $0.65 for the three and six months ended June 30, 2017, respectively, compared with $0.08 and $0.40 for the same 2016 periods. Earnings in 2017 continued to reflect increased interest income from expanding loan and investment portfolios.

Thomas R. Quinn, Jr., President and Chief Executive Officer, commented, “Our sustained focus on the client experience and growing our team of talented bankers has continued the momentum of our expansion efforts, resulting in double digit annualized loan growth year-to-date. We believe that demand for our community banking model remains strong and we will continue to execute our strategic growth plan.”

OPERATING RESULTS

Net Interest Income

Net interest income totaled $10.7 million for the three months ended June 30, 2017, a 19.7% increase compared with the same period in 2016. For the six months ended June 30, 2017, net interest income totaled $21.0 million, a 19.1% increase compared with the six months ended June 30, 2016. Net interest margin on a taxable-equivalent basis totaled 3.35% for both the three and six months ended June 30, 2017, compared with 3.15% and 3.11% for the same periods in 2016. In the second quarter of 2017, the net interest margin of 3.35% matched the first quarter of 2017 as increased yields on interest-earning assets were offset by increases in costs of interest-bearing liabilities.

As had been experienced in the first quarter of 2017, increased yields on loans and investments reflected a higher interest rate environment in 2017. Additionally, tax-exempt securities were added to the portfolio in late 2016 and early 2017 with taxable-equivalent yields higher than the portfolio average. The cost of interest-bearing liabilities has increased at a slower pace than the yields earned on interest-earning assets in 2017, as the market was initially slow to respond to interest rate changes.

Provision for Loan Losses

The Company recorded a $100 thousand provision for loan losses for the three and six months ended June 30, 2017 compared with no provision expense for the same periods in 2016. In calculating the required provision for loan losses, both quantitative and qualitative factors are considered in the determination of the adequacy of the allowance for loan losses. Favorable historical charge-off data combined with continued stable economic and market conditions resulted in the determination that a modest provision for loan losses in the second quarter of 2017 was required to offset net charge-offs and for loan growth experienced.

While asset quality metrics have improved throughout 2016 and 2017, as noted below, the growth the Company has experienced in its loan portfolio is one factor that may result in the need for additional provisions for loan losses in future quarters.

Noninterest Income

Noninterest income for the three months ended June 30, 2017, excluding securities gains, totaled $5.0 million compared with $4.5 million in the prior year period. For the six months ended June 30, 2017, noninterest income, excluding securities gains, totaled $9.3 million, a $519 thousand increase, or 5.9%, compared to the six months ended June 30, 2016.

Trust, investment management and brokerage income increased $376 thousand and $504 thousand in comparing the three and six month periods ended June 30 from 2016 to 2017. Approximately half of those increases are attributable to activity at Wheatland Advisors, Inc., which was acquired in December 2016. Trust department fees principally account for the remaining increases as additional revenues have been generated from favorable market conditions and the addition of an office in Berks County, Pennsylvania.

Mortgage banking income increased $86 thousand in comparing the second quarter of 2017 with 2016, but decreased $53 thousand in comparing the six months ended June 30, 2017 with 2016. The comparisons reflect some seasonality in mortgage production normally experienced in the second quarter over the first quarter, but also decreased refinance activity as interest rates have increased, some slight compression in margins, as well as the effect of retaining a portion of mortgage production for the loan portfolio in 2017 over 2016.

Investment securities gains totaled $654 thousand and $657 thousand for the three and six months ended June 30, 2017, compared with $0 and $1.4 million for the same periods in 2016, as market conditions presented opportunities to act on asset/liability management strategies and interest rate conditions to accelerate earnings on securities through gains, while also meeting the funding requirements of anticipated lending activity.

Noninterest Expenses

Noninterest expenses totaled $12.4 million and $24.6 million for the three and six months ended June 30, 2017, compared with $12.6 million and $23.7 million for the corresponding prior year periods.

The principal drivers of increased expense items when comparing 2017 with 2016 were salaries and employee benefits and occupancy, furniture and equipment. As noted in the past few quarters, these increases include previously disclosed market expansion actions by the Company as it has added new, primarily customer-facing, employees and facilities, principally in Berks, Cumberland, Dauphin and Lancaster counties.

Salaries and employee benefits totaled $7.4 million and $14.8 million for the three and six months ended June 30, 2017, compared with $6.3 million and $12.5 million for the same periods in 2016. Higher expenses in 2017 were incurred for the aforementioned additional employees, merit increases and increased incentive compensation, increased health care costs and incremental expense for additional share-based awards granted in 2017.

In the second quarter of 2016, a reserve of $1.0 million was established for a matter which was resolved in the third quarter of 2016 with the Company's agreement to pay a civil money penalty in that amount to the Securities and Exchange Commission to settle administrative proceedings.

Other line items within noninterest expenses showed fluctuations attributable to normal business operations between 2017 and 2016.

Income Taxes

Income tax expense totaled $516 thousand and $940 thousand for the three and six months ended June 30, 2017, compared with $252 thousand and $866 thousand for the same periods in 2016. The Company’s effective tax rate is significantly less than the 34.0% federal statutory rate principally due to tax-exempt income, including interest earned on tax-exempt loans and securities and earnings on the cash value of life insurance policies. The effective tax rate for the six months ended June 30, 2017 was 15.0%, compared with 21.0% for the six months ended June 30, 2016. The lower effective tax rate for the first half of 2017 compared with 2016 is primarily the result of a larger percentage of tax-exempt income to total income and additional tax credits in 2017, coupled with a larger percentage of non-tax deductible expenses in 2016. In addition, the estimated annual effective tax rate in the first half of 2016 was based on a federal statutory rate of 35%. In the third quarter of 2016, the Company reassessed its estimated annual effective tax rate and changed the base federal statutory rate to 34% in expectation that the Company would not be in the higher tax bracket.

FINANCIAL CONDITION

Assets totaled $1.47 billion at June 30, 2017, an increase of $60.4 million from $1.41 billion at December 31, 2016 and of $163.6 million from $1.31 billion at June 30, 2016. Loans, which are summarized below, were the principal driver for the growth in total assets at June 30, 2017 from December 31, 2016 and June 30, 2016. In the June 30 year-over-year comparison, securities available for sale were also a principal growth component, increasing 23.8%, from $324.5 million in 2016 to $401.9 million in 2017. Deposit growth of $43.5 million in the first half of 2017 was the primary source of funding for growth in loans in the period. Year-over-year growth in securities and loans was primarily funded by deposit growth of $108.0 million, coupled with an overall increase in borrowings of $46.8 million and a reduction in cash balances of $25.6 million.

Gross loans, excluding those held for sale, totaled $934.4 million at June 30, 2017, increasing $51.0 million, or 5.8% (11.6% annualized), from $883.4 million at December 31, 2016. In comparison with June 30, 2016’s loan balance of $831.9 million, loans increased $102.4 million, or 12.3%.

The following table presents loan balances, by loan class within segments, at June 30, 2017, December 31, 2016 and June 30, 2016.

(Dollars in thousands) June 30, 2017   December 31, 2016   June 30, 2016
           
Commercial real estate:          
Owner occupied $ 116,419     $ 112,295     $ 106,649  
Non-owner occupied 217,070     206,358     190,558  
Multi-family 48,637     47,681     38,957  
Non-owner occupied residential 68,621     62,533     56,100  
Acquisition and development:          
1-4 family residential construction 8,036     4,663     6,714  
Commercial and land development 28,481     26,085     24,748  
Commercial and industrial 97,913     88,465     82,616  
Municipal 51,381     53,741     61,568  
Residential mortgage:          
First lien 150,173     139,851     129,577  
Home equity – term 13,019     14,248     16,216  
Home equity – lines of credit 127,262     120,353     110,908  
Installment and other loans 7,370     7,118     7,322  
  $ 934,382     $ 883,391     $ 831,933  

Growth was experienced in nearly all loan segments from December 31, 2016 to June 30, 2017, with the largest dollar increase in the commercial real estate segment, which grew by $21.9 million (10.3% annualized), representing 42.9% of the portfolio growth for the period. The residential mortgage segment also showed substantial growth of $16.0 million (11.8% annualized) during this period. The Company continues to grow in both core markets and new markets through expansion of its sales force and by capitalizing on market disruption caused by the acquisition of some of our competitors by larger institutions.

Total deposits grew 3.8% (7.6% annualized) from $1.15 billion at December 31, 2016 to $1.20 billion at June 30, 2017, and increased 9.9% in comparison with $1.09 billion at June 30, 2016, due principally to growth in interest-bearing accounts. The Company continues to increase both noninterest-bearing and interest-bearing deposit relationships from enhanced cash management offerings delivered by its expanded sales force.

Shareholders’ Equity

Shareholders’ equity totaled $143.3 million at June 30, 2017, an increase of $8.4 million, or 6.2%, from $134.9 million at December 31, 2016. This increase was principally the result of net income totaling $5.3 million for the six months ended June 30, 2017 coupled with a $4.0 million increase in accumulated other comprehensive income (loss), net of tax, and offset by dividends declared on common stock during the first half of 2017.

Asset Quality

The allowance for loan losses balance totaled $12.8 million at June 30, 2017 and December 31, 2016, compared with $13.4 million at June 30, 2016. Management believes the allowance for loan losses to total loans ratio remains adequate at 1.36% as of June 30, 2017. Favorable historical charge-off data and management's emphasis on loan quality have been significant contributors to the determination that a relatively stable allowance for loan losses balance is adequate even as the loan portfolio has been increasing.

Asset quality metrics have continued to improve throughout 2016 and 2017.

Nonperforming and other risk assets, defined as nonaccrual loans, restructured loans still accruing, loans past due 90 days or more and still accruing, and other real estate owned totaled $7.4 million at June 30, 2017, a decrease of $943 thousand, or 11.3%, from $8.3 million at December 31, 2016 and $8.3 million, or 52.9%, from $15.7 million at June 30, 2016. Nonaccrual loans decreased $8.9 million from June 30, 2016 to June 30, 2017.

The allowance for loan losses to nonperforming loans totaled 247.1% at June 30, 2017 compared with 181.4% at December 31, 2016, and 95.4% at June 30, 2016, reflecting the decrease in nonaccrual loans. The allowance for loan losses to nonperforming and restructured loans still accruing totaled 200.4% at June 30, 2017, compared with 160.2% at December 31, 2016 and 89.6% at June 30, 2016.

Classified loans, or loans rated substandard, doubtful or loss, totaled $21.0 million at June 30, 2017, or approximately 2.2% of total loans, compared with $22.9 million (2.6%) at December 31, 2016 and $20.7 million (2.5%) at June 30, 2016.

ORRSTOWN FINANCIAL SERVICES, INC.              
Operating Highlights (Unaudited)              
  Three Months Ended   Six Months Ended
  June 30,   June 30,   June 30,   June 30,
(Dollars in thousands, except per share data) 2017   2016   2017   2016
               
Net income $ 3,308     $ 678     $ 5,310     $ 3,258  
Diluted earnings per share $ 0.40     $ 0.08     $ 0.65     $ 0.40  
Dividends per share $ 0.10     $ 0.09     $ 0.20     $ 0.17  
Return on average assets 0.90 %   0.21 %   0.74 %   0.50 %
Return on average equity 9.49 %   1.97 %   7.78 %   4.78 %
Net interest income $ 10,718     $ 8,951     $ 20,955     $ 17,601  
Net interest margin 3.35 %   3.15 %   3.35 %   3.11 %
ORRSTOWN FINANCIAL SERVICES, INC.          
Balance Sheet Highlights (Unaudited)          
  June 30,   December 31,   June 30,
(Dollars in thousands, except per share data) 2017   2016   2016
           
Assets $ 1,474,930     $ 1,414,504     $ 1,311,353  
Loans, gross 934,382     883,391     831,933  
Allowance for loan losses (12,751 )   (12,775 )   (13,440 )
Deposits 1,195,936     1,152,452     1,087,969  
Shareholders' equity 143,263     134,859     141,039  
Book value per share 17.17     16.28     17.04  
ORRSTOWN FINANCIAL SERVICES, INC.    
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)      
           
  June 30,   December 31,   June 30,
(Dollars in thousands) 2017   2016   2016
Assets          
Cash and cash equivalents $ 38,012     $ 30,273     $ 63,649  
Securities available for sale 401,904     400,154     324,540  
           
Loans held for sale 5,182     2,768     6,627  
           
Loans 934,382     883,391     831,933  
Less: Allowance for loan losses (12,751 )   (12,775 )   (13,440 )
Net loans 921,631     870,616     818,493  
           
Premises and equipment, net 35,036     34,871     31,379  
Other assets 73,165     75,822     66,665  
Total assets $ 1,474,930     $ 1,414,504     $ 1,311,353  
           
Liabilities          
Deposits:          
Noninterest-bearing $ 157,703     $ 150,747     $ 147,680  
Interest-bearing 1,038,233     1,001,705     940,289  
Total deposits 1,195,936     1,152,452     1,087,969  
Borrowings 114,553     112,027     67,724  
Accrued interest and other liabilities 21,178     15,166     14,621  
Total liabilities 1,331,667     1,279,645     1,170,314  
           
Shareholders' Equity          
Common stock 435     437     437  
Additional paid - in capital 124,727     124,935     124,807  
Retained earnings 15,324     11,669     9,787  
Accumulated other comprehensive income (loss) 2,857     (1,165 )   7,421  
Treasury stock (80 )   (1,017 )   (1,413 )
Total shareholders' equity 143,263     134,859     141,039  
Total liabilities and shareholders' equity $ 1,474,930     $ 1,414,504     $ 1,311,353  
ORRSTOWN FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME  (Unaudited)
                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
(Dollars in thousands, except share data)   2017   2016   2017   2016
Interest and dividend income                
Interest and fees on loans   $ 9,851     $ 8,384     $ 19,055     $ 16,375  
Interest and dividends on investment securities   2,617     1,888     5,243     3,858  
Total interest and dividend income   12,468     10,272     24,298     20,233  
Interest expense                
Interest on deposits   1,484     1,191     2,810     2,330  
Interest on borrowings   266     130     533     302  
Total interest expense   1,750     1,321     3,343     2,632  
Net interest income   10,718     8,951     20,955     17,601  
Provision for loan losses   100     0     100     0  
Net interest income after provision for loan losses   10,618     8,951     20,855     17,601  
                 
Noninterest income                
Service charges on deposit accounts   1,429     1,372     2,787     2,675  
Trust, investment management and brokerage income   2,141     1,765     4,054     3,550  
Mortgage banking activities   813     727     1,316     1,369  
Other income   586     673     1,144     1,188  
Investment securities gains   654     0     657     1,420  
Total noninterest income   5,623     4,537     9,958     10,202  
                 
Noninterest expenses                
Salaries and employee benefits   7,422     6,312     14,822     12,495  
Occupancy, furniture and equipment   1,531     1,340     3,024     2,652  
Data processing   664     519     1,175     1,154  
Advertising and bank promotions   391     355     778     811  
FDIC insurance   178     223     315     455  
Professional services   485     570     993     1,090  
Collection and problem loan   3     96     78     148  
Real estate owned   (12 )   58     8     101  
Taxes other than income   220     253     448     408  
Regulatory settlement   0     1,000     0     1,000  
Other operating expenses   1,535     1,832     2,922     3,365  
Total noninterest expenses   12,417     12,558     24,563     23,679  
Income before income tax   3,824     930     6,250     4,124  
Income tax expense   516     252     940     866  
Net income   $ 3,308     $ 678     $ 5,310     $ 3,258  
                 
Per share information:                
Basic earnings per share   $ 0.41     $ 0.08     $ 0.66     $ 0.40  
Diluted earnings per share   0.40     0.08     0.65     0.40  
Dividends per share   0.10     0.09     0.20     0.17  
Diluted weighted-average shares of common stock outstanding   8,207,689     8,136,003     8,202,935     8,137,537  
ORRSTOWN FINANCIAL SERVICES, INC.                      
ANALYSIS OF NET INTEREST INCOME                      
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
                       
  Three Months Ended
  June 30, 2017   June 30, 2016
      Taxable-   Taxable-       Taxable-   Taxable-
  Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
(Dollars in thousands) Balance   Interest   Rate   Balance   Interest   Rate
Assets                      
Federal funds sold & interest-bearing bank balances $ 12,380     $ 46     1.49 %   $ 50,491     $ 79     0.63 %
Securities 416,823     2,986     2.87     330,973     2,046     2.49  
Loans 928,739     10,065     4.35     824,004     8,652     4.22  
Total interest-earning assets 1,357,942     13,097     3.87     1,205,468     10,777     3.60  
Other assets 109,793             98,376          
Total $ 1,467,735             $ 1,303,844          
                               
Liabilities and Shareholders' Equity                      
Interest-bearing demand deposits $ 641,111     $ 474     0.30     $ 542,075     $ 282     0.21  
Savings deposits 96,261     38     0.16     91,341     36     0.16  
Time deposits 303,473     972     1.28     300,244     873     1.17  
Short-term borrowings 99,983     189     0.76     47,810     25     0.21  
Long-term debt 10,634     77     2.90     24,378     105     1.73  
Total interest-bearing liabilities 1,151,462     1,750     0.61     1,005,848     1,321     0.53  
Noninterest-bearing demand deposits 161,236             146,233          
Other 15,205             13,364          
Total Liabilities 1,327,903             1,165,445          
Shareholders' Equity 139,832             138,399          
Total $ 1,467,735             $ 1,303,844          
Taxable-equivalent net interest income / net interest spread     11,347     3.26 %       9,456     3.07 %
Taxable-equivalent net interest margin         3.35 %           3.15 %
Taxable-equivalent adjustment     (629 )           (505 )    
Net interest income     $ 10,718             $ 8,951      
                       
NOTES:                      
(1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 34% tax rate in 2017 and a 35% tax rate in 2016.
(2) For yield calculation purposes, nonaccruing loans are included in the average loan balance.
ORRSTOWN FINANCIAL SERVICES, INC.                      
ANALYSIS OF NET INTEREST INCOME                      
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
                       
  Six Months Ended
  June 30, 2017   June 30, 2016
      Taxable-   Taxable-       Taxable-   Taxable-
  Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
(Dollars in thousands) Balance   Interest   Rate   Balance   Interest   Rate
Assets                      
Federal funds sold & interest-bearing bank balances $ 8,981     $ 64     1.44 %   $ 46,867     $ 144     0.62 %
Securities 416,087     5,996     2.91     347,294     4,189     2.43  
Loans 912,127     19,487     4.31     809,894     16,914     4.20  
Total interest-earning assets 1,337,195     25,547     3.85     1,204,055     21,247     3.55  
Other assets 108,696             96,334          
Total $ 1,445,891             $ 1,300,389          
                               
Liabilities and Shareholders' Equity                      
Interest-bearing demand deposits $ 625,170     $ 837     0.27     $ 531,757     $ 532     0.20  
Savings deposits 94,795     74     0.16     89,522     71     0.16  
Time deposits 300,117     1,899     1.28     302,523     1,727     1.15  
Short-term borrowings 102,303     361     0.71     62,076     91     0.29  
Long-term debt 16,017     172     2.17     24,419     211     1.74  
Total interest-bearing liabilities 1,138,402     3,343     0.59     1,010,297     2,632     0.52  
Noninterest-bearing demand deposits 154,904             139,723          
Other 14,900             13,286          
Total Liabilities 1,308,206             1,163,306          
Shareholders' Equity 137,685             137,083          
Total $ 1,445,891             $ 1,300,389          
Taxable-equivalent net interest income / net interest spread     22,204     3.26 %       18,615     3.03 %
Taxable-equivalent net interest margin         3.35 %           3.11 %
Taxable-equivalent adjustment     (1,249 )           (1,014 )    
Net interest income     $ 20,955             $ 17,601      
                       
NOTES:                      
(1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 34% tax rate in 2017 and a 35% tax rate in 2016.
(2) For yield calculation purposes, nonaccruing loans are included in the average loan balance.
ORRSTOWN FINANCIAL SERVICES, INC.              
Nonperforming Assets / Risk Elements (Unaudited)              
               
  June 30,   March 31,   December 31,   June 30,
(Dollars in thousands) 2017   2017   2016   2016
               
Nonaccrual loans (cash basis) $ 5,160     $ 6,379     $ 7,043     $ 14,092  
Other real estate (OREO) 1,012     1,019     346     651  
Total nonperforming assets 6,172     7,398     7,389     14,743  
Restructured loans still accruing 1,204     921     930     907  
Loans past due 90 days or more and still accruing 0     0     0     0  
Total nonperforming and other risk assets $ 7,376     $ 8,319     $ 8,319     $ 15,650  
               
Loans 30-89 days past due $ 1,069     $ 1,315     $ 1,218     $ 1,051  
               
Asset quality ratios:              
Total nonperforming loans to total loans 0.55 %   0.71 %   0.80 %   1.69 %
Total nonperforming assets to total assets 0.42 %   0.51 %   0.52 %   1.12 %
Total nonperforming assets to total loans and OREO 0.66 %   0.82 %   0.84 %   1.77 %
Total risk assets to total loans and OREO 0.79 %   0.92 %   0.94 %   1.88 %
Total risk assets to total assets 0.50 %   0.57 %   0.59 %   1.19 %
               
Allowance for loan losses to total loans 1.36 %   1.41 %   1.45 %   1.62 %
Allowance for loan losses to nonperforming loans 247.11 %   198.59 %   181.39 %   95.37 %
Allowance for loan losses to nonperforming and restructured loans still accruing 200.36 %   173.53 %   160.23 %   89.61 %
ORRSTOWN FINANCIAL SERVICES, INC.              
Allowance for Loan Losses Activity (Unaudited)            
               
  Three Months Ended   Six Months Ended
  June 30,   June 30,   June 30,   June 30,
(Dollars in thousands) 2017   2016   2017   2016
               
Balance, beginning of period $ 12,668     $ 13,347     $ 12,775     $ 13,568  
Provision for loan losses 100     0     100     0  
Recoveries 61     247     83     355  
Charge-offs (78 )   (154 )   (207 )   (483 )
Balance, end of period $ 12,751     $ 13,440     $ 12,751     $ 13,440  

About the Company

With approximately $1.5 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiaries, Orrstown Bank and Wheatland Advisors, Inc., provide a wide range of consumer and business financial services through banking and financial advisory offices in Berks, Cumberland, Dauphin, Franklin, Lancaster and Perry Counties, Pennsylvania and Washington County, Maryland. 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 stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com. For more information about Wheatland Advisors, Inc., visit www.wheatlandadvisors.com.

Cautionary Note Regarding Forward-looking Statements:

This news release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, including, without limitation, our ability to integrate additional teams across all business lines as we continue expansion of our community banking model into Dauphin, Lancaster and Berks counties and fill a void created in the community banking space from the disruption caused by the acquisition of several competitors, and our belief that we are positioned to create additional long-term shareholder value from these expansion initiatives.

Actual results and trends could differ materially from those set forth in such statements and there can be no assurances that we will be able to continue to successfully execute on our strategic expansion east into Dauphin, Lancaster and Berks counties, take advantage of market disruption, and experience sustained growth in loans and deposits or maintain the momentum experienced to date from these actions. Factors that could cause actual results to differ from those expressed or implied by the forward looking statements include, but are not limited to, the following: ineffectiveness of the Company's business strategy due to changes in current or future market conditions; the effects of competition, including industry consolidation and development of competing financial products and services; changes in laws and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act; interest rate movements; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatilities in the securities markets;  deteriorating economic conditions; the integration of the Company's strategic acquisitions; and other risks and uncertainties, including those detailed in Orrstown Financial Services, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016 and Form 10-Q for the quarter ended March 31, 2017, under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and in other filings made with the Securities and Exchange Commission. The statements are valid only as of the date hereof and Orrstown Financial Services, Inc. disclaims any obligation to update this information.

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.

Contact:
David P. Boyle
Executive Vice President & CFO
Phone 717.530.2294
77 East King Street | Shippensburg PA
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