-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnjfRlVPpTV4ALnq6t6LgBgj4m9gCGFplGyH+Ozoa7XSyVsTU43xqzCXB3M09yqh satNJ6FWg1Tvy81nG8NcHA== 0001168557-04-000079.txt : 20041025 0001168557-04-000079.hdr.sgml : 20041025 20041025104238 ACCESSION NUMBER: 0001168557-04-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041025 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041025 DATE AS OF CHANGE: 20041025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORRSTOWN FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000826154 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232530374 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-18888 FILM NUMBER: 041093133 BUSINESS ADDRESS: STREET 1: 77 E KING STREET STREET 2: P O BOX 250 CITY: SHIPPENSBURG STATE: PA ZIP: 17257 BUSINESS PHONE: 7175326114 MAIL ADDRESS: STREET 1: 77 EAST KING STREET CITY: SHIPPANSBURG STATE: PA ZIP: 17257 8-K 1 oct258k.txt 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 - October 25, 2004 ORRSTOWN FINANCIAL SERVICES, INC. ---------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 33-18888 23-2530374 - ---------------- ----------------- ------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 77 East King Street P. O. Box 250, Shippensburg, Pennsylvania 17257 - ----------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (717) 532-6114 -------------- N/A - ----------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 7 Numbered Pages Index to Exhibits Found on Page 5 Item 1.01 Entry Into Material Agreements. Not Applicable. Item 1.02 Termination of Material Agreement. Not Applicable. Item 1.03 Bankruptcy. Not Applicable. Item 2.01 Acquisition - Disposition of Assets. Not Applicable. Item 2.02 Result of Operations - Financial Condition. Orrstown Financial Services, Inc., the parent company of Orrstown Bank, has announced third quarter 2004 earnings of $ 1,966,000, or $ .39 per share versus $ 1,735,000, or $ .34 per share for the third quarter of 2003. Item 2.03 Financial Obligations - Off-Balance Sheet. Not Applicable. Item 2.04 Acceleration of Financial Obligations. Not Applicable. Item 2.05 Exit or Disposal Activities Not Applicable. Item 2.06 Material Impairments Not Applicable. Item 3.01 Notice of Delisting or Noncompliance Not Applicable. Item 3.02 Unregistered Sale of Securities Not Applicable. Item 3.03 Modification of Shareholder Rights. Not Applicable. Item 4.01 Change in Accountants. Not Applicable. Page 2 of 7 Numbered Pages Index to Exhibits Found on Page 5 Item 4.02 Non-Reliance on Financial Statements. Not Applicable. Item 5.01 Change in Control. Not Applicable. Item 5.02 Resignation of Directors - Principal Officers. Not Applicable. Item 5.03 By-Law Amendments - Change in Fiscal Year. Not Applicable. Item 5.04 Suspension of Trading - Employee Benefit Plans. Not Applicable. Item 5.05 Code of Ethics. Not Applicable. Item 7.01 Regulation FD. Not Applicable. Item 8.01 Voluntary Disclosure of Other Events. Not Applicable. Item 9.01. Exhibits (a) Not Applicable. (b) Not Applicable. (c) Exhibit: 99 News Release, dated October 20, 2004 of Orrstown Financial Services, Inc. Page 3 of 7 Numbered Pages Index to Exhibits Found on Page 5 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. (Registrant) Dated: October 25, 2004 /S/Bradley S. Everly ----------------------------- Bradley S. Everly Senior Vice President & CFO Chief Financial Officer Page 4 of 7 Numbered Pages Index to Exhibits Found on Page 5 EXHIBIT INDEX Page Number In Manually Exhibit Signed Original 99 News Release, dated October 20, 2004, of Orrstown Financial Services, Inc. 6 Page 5 of 7 Numbered Pages Index to Exhibits Found on Page 5 Exhibit 99 ORRSTOWN FINANCIAL SERVICES, INC. CONTACT: Nathan A. Eifert Vice President 717-530-3545 FOR IMMEDIATE RELEASE neifert@orrstown.com Orrstown Financial Services, Inc. Reports Record Third Quarter Earnings Shippensburg, PA (October 20, 2004) - Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF), the parent company of Orrstown Bank, has announced third quarter 2004 earnings of $1,966,000, or $.39 per share versus $1,735,000, or $.34 per share for the third quarter of 2003. This represents a 13.3% increase in third quarter earnings compared to the prior year. Net income for the nine months ended September 30, 2004 was $5,663,000, or an 11.1% increase over the $5,096,000 earned in 2003. Earnings per share grew 9.9% from $1.01 per share for the first nine months of 2003 to $1.11 for the first nine months of 2004. The 2004 third quarter cash dividend declared was $.13 per share versus $.1050 per share during the third quarter of 2003, which reflects a 23.8% increase. Dividends declared for the nine months ended September 30, 2004 totaled $.37 per share versus $.3055 per share for the same period in 2003, or an increase of 21.1%. All per share amounts have been restated to reflect a 2- for-1 stock split paid February 10, 2004. Return on average assets and return on average equity were 1.53% and 16.77% respectively for the third quarter of 2004 versus 1.50% and 16.70% respectively for the third quarter of 2003. Net interest income rose $1,527,000, or 12.4% to $13,869,000 during the first nine months of 2004 versus $12,342,000 for the first nine months of 2003. Non-interest income, excluding securities transactions, rose $399,000, or 8.6% to $5,064,000 during the first nine months of 2004 versus the $4,665,000 generated a year earlier. -- MORE -- Page 6 of 7 Numbered Pages Index to Exhibits Found on Page 5 "During this quarter, total consolidated assets of the company surpassed the half-billion mark," commented Kenneth R. Shoemaker, President and Chief Executive Officer. "We are delighted that we have reached this significant milestone through strong, consistent performance and the diligent efforts of our dedicated team. As always, we remain committed to providing our customers with the best banking experience possible while maintaining the true traditions of hometown banking." With over $500 million in assets, Orrstown Financial Services, Inc. and its subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through thirteen banking offices and three remote service facilities located in Cumberland and Franklin Counties of Pennsylvania. Orrstown Financial Services, Inc.'s stock is traded in the over-the-counter market under the symbol ORRF. A summary of financial highlights follows: For Quarter Ended: September 30, September 30, % Change 2004 2003 Net Income $1,966,000 $1,735,000 + 13.3% Primary Earnings Per Share $.39 $.34 + 14.7% Diluted Earnings Per Share $.37 $.33 + 12.1% Dividends Per Share $.13 $.1050 + 23.8% Return on Assets 1.53% 1.50% Return on Equity 16.77% 16.70% For Nine Months Ended: September 30, September 30, % Change 2004 2003 Net Income $5,663,000 $5,096,000 + 11.1% Primary Earnings Per Share $1.11 $1.01 + 9.9% Diluted Earnings Per Share $1.07 $.98 + 9.2% Dividends Per Share $.37 $.3055 + 21.1% Return on Assets 1.54% 1.56% Return on Equity 16.62% 17.08% Balance Sheet Highlights: September 30, September 30, % Change 2004 2003 Assets $519,403,000 $464,958,000 + 11.7% Loans, Gross $379,021,000 $326,220,000 + 16.2% Deposits $397,411,000 $355,685,000 + 11.7% Equity $47,435,000 $41,132,000 + 15.3%
Certain statements in this release may constitute "forward looking statements" under the Private Securities Litigation Reform Act of 1995, which involve risk and uncertainties. Orrstown Financial's actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, economic conditions, competition in the geographic and business areas in which Orrstown Financial conducts its operations, fluctuations in interest rates, credit quality, and government regulation. Page 7 of 7 Numbered Pages Index to Exhibits Found on Page 5 -----END PRIVACY-ENHANCED MESSAGE-----