-----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, KChW262bicHvKAJxf3uPGraCZKq7rFdnQXL3tX+EdDVkkZathol7NmJTN48F+mJy Xx4rlrsnGVjAG2/DTRIdXQ== 0001168557-06-000001.txt : 20060118 0001168557-06-000001.hdr.sgml : 20060118 20060118163023 ACCESSION NUMBER: 0001168557-06-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060118 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 06535881 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 jan20068k.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 - January 18, 2006 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. (OTC Bulletin Board: ORRF), the parent company of Orrstown Bank, has announced fourth quarter 2005 earnings of $2,494,000, or $.46 per share versus $2,107,000, or $.39 per share for the fourth quarter of 2004. 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 January 18, 2006 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: January 18, 2006 /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 January 18, 2006, 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. FOR IMMEDIATE RELEASE CONTACT: Robert J. Gentry Vice President Director of Marketing 717-530-3545 Phone 717-530-5664 Fax Index to Exhibits Found on Page 5 Orrstown Financial Services, Inc. Reports Record Annual Earnings and Increases Quarterly Dividend Shippensburg, PA (January 18, 2006) - Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF), the parent company of Orrstown Bank, has announced fourth quarter 2005 earnings of $2,494,000, or $.46 per share versus $2,107,000, or $.39 per share for the fourth quarter of 2004. This represents an 18.4% increase in fourth quarter earnings compared to the prior year. Net income for the year ended December 31, 2005 was $9,987,000, or a 28.5% increase over the $7,770,000 earned during 2004. Primary earnings per share grew 27.6% from $1.45 during 2004 to $1.85 for 2005. The Board of Directors voted to increase the first quarter cash dividend to $.18 per share payable to shareholders of record on February 8, 2006. This represents an increase of 35.0% over the dividend of $.1333 declared during the first quarter of 2005. All per share amounts have been restated to reflect the 5% stock dividend of June 2005. The dividend will be paid on February 24, 2006. Return on average assets and return on average equity were 1.71% and 17.55%, respectively, for the fourth quarter of 2005 versus 1.64% and 17.22%, respectively, for the fourth quarter of 2004. For the year 2005, return on average assets and return on average equity were 1.81% and 18.69%, respectively, versus 1.57% and 16.78% during 2004. Kenneth R. Shoemaker, President and Chief Executive Officer stated, "This was a year of exceptional performance. I am proud that our team was able to build on our previous strong base to produce these results for our shareholders. We remain committed to providing our customers with the best banking experience possible as we maintain our tradition of excellence." With over $600 million in assets, Orrstown Financial Services, Inc. and its subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through fourteen banking offices and four 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. -- MORE -- Page 6 of 7 Numbered Pages Index to Exhibits Found on Page 5 A summary of financial highlights follows: For Quarter Ended: December 31, December 31, % Change 2005 2004 Net Income $2,494,000 $2,107,000 + 18.4% Primary Earnings Per Share $.46 $.39 + 17.9% Diluted Earnings Per Share $.44 $.38 + 15.8% Dividends Per Share $.16 $.1238 + 29.2% Return on Assets 1.71% 1.64% Return on Equity 17.55% 17.22% For Nine Months Ended: December 31, December 31, % Change 2005 2004 Net Income $9,987,000 $7,770,000 + 28.5% Primary Earnings Per Share $1.85 $1.45 + 27.6% Diluted Earnings Per Share $1.77 $1.40 + 26.4% Dividends Per Share $.5833 $.4762 + 22.5% Return on Assets 1.81% 1.57% Return on Equity 18.69% 16.78% Balance Sheet Highlights: December 31, December 31, % Change 2005 2004 Assets $601,460,000 $514,651,000 + 16.9% Loans, Gross $460,386,000 $389,268,000 + 18.3% Deposits $462,822,000 $405,363,000 + 14.2% Equity $ 57,310,000 $ 49,250,000 + 16.4%
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-----