8-K

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): April 23, 2009 (April 22, 2009)

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA

(State or other jurisdiction of incorporation)

033-18888	23-2530374
(Commission file number)	(IRS employer ID)

77 East King Street, Shippensburg, Pennsylvania	17257
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code – (717) 532-6114

NONE

(Former name, address and fiscal year, 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 (see General Instruction A.2. below):

¨ 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))

ORRSTOWN FINANCIAL SERVICES, INC.

FORM 8-K

Item 2.02 Results of Operations and Financial Condition.

On April 22, 2009, Orrstown Financial Services, Inc. (OTCBB: ORRF) issued a press release announcing its 2009 first quarter earnings and the approval of the second quarter 2009 dividend.

A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release issued April 22, 2009.

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ORRSTOWN FINANCIAL SERVICES, INC.

FORM 8-K

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.

	Orrstown Financial Services, Inc.
Date: April 23, 2009	/s/ Kenneth R. Shoemaker
	Kenneth R. Shoemaker, President and Chief Executive Officer

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ORRSTOWN FINANCIAL SERVICES, INC.

FORM 8-K

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued April 22 2009.

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EX-99.1

Exhibit 99.1

Section 2: EX – 99.1 (PRESS RELEASE)	Filed by Orrstown Financial Services, Inc. Commission
	File No.: 033-18888

FOR IMMEDIATE RELEASE:

Contact:

Bradley S. Everly

SVP, Chief Financial Officer

Phone 717.530.2604

77 East King Street | Shippensburg PA

Orrstown Financial Services, Inc. Reports 2009 First Quarter Earnings

and Second Quarter 2009 Dividend

Shippensburg, PA (April 22, 2009) – Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF) is pleased to announce the net operating results for the first quarter ended March 31, 2009.

While growth continued at a brisk pace during 2009’s first quarter, net interest margin compression, elevated operating expenses, and an increased loan loss provision, combined to push earnings lower than those realized during first quarter 2008.

Net income for the first quarter 2009 was $3,025,000, a decrease of $225,000 or 6.9% from $3,250,000 earned during the same period last year. Primary earnings per share were $.47 for first quarter 2009 compared to $.51 per share for the first quarter 2008. The first quarter return on assets was 1.15% compared to 1.45% for the same period last year. Net interest income for the first quarter of 2009 was $8,022,000, an increase of 1.3% over the $7,917,000 realized during the same quarter in 2008. Non-interest income showed an increase of 9.9%, while non-interest expenses rose 14.6%. The first quarter loan loss provision was $215,000, compared to $158,000 in the same quarter last year, an increase of 36.5%

During the first quarter of 2009, the net interest margin compressed 53 basis points to 3.40%, while the net interest spread decreased 33 basis points to 3.18%. Both measurements reflect the severe interest rate cuts by the Federal Reserve System during the last two quarters of 2008. Balance sheet growth of 18.2% over last year resulted in total assets reaching $1.084 billion as of March 31, 2009.

The Board of Directors approved a second quarter cash dividend of $.22 per share to shareholders of record on May 15, 2009. The dividend will be paid on May 27, 2009 and is the same as the amount paid for the second quarter of 2008. Year to date the cash dividend has increased 2.3% from $.43 to $.44 per share.

Commenting on the earnings and dividend, Kenneth R. Shoemaker, President and Chief Executive Officer, stated, “A difficult operating environment, which included slower loan demand, higher FDIC insurance premiums, and the suspension of a cash dividend by the Federal Home Loan Bank of Pittsburgh,

contributed to lowered earnings during the first quarter of 2009. Although we reported declines in some of our core metrics this quarter compared to the first quarter of 2008, our performance continues to be extremely strong relative to our peers (banks with assets of $1 billion to $5 billion). This ranking demonstrates that our company is well positioned to weather the economic headwinds that our country is currently experiencing. While many financial institutions have decreased their cash dividends due to a lack of performance, we have maintained our distribution at $.22 per share. This decision is based on the strength of our balance sheet and our confidence in the future of this company. I believe our level of personal service and local decision making will continue to resonate with customers and provide a competitive advantage in the months and years ahead”.

With over $1 billion in assets, Orrstown Financial Services, Inc. and its subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through twenty one banking offices and two remote service facilities located in Cumberland, Franklin and Perry Counties, Pennsylvania and Washington County, Maryland. Orrstown Financial Services, Inc.’s stock is quoted on the NASDAQ Over-the-Counter Bulletin Board under the symbol ORRF.

A summary of financial highlights follows:

For Quarter Ended:	March 31, 2009			March 31, 2008			% Change
Net Income	$	3,025,000		$	3,250,000		-6.9	%
Primary Earnings Per Share	$	.47		$	.51		-7.8	%
Diluted Earnings Per Share	$	.45		$	.48		-6.3	%
Dividends Per Share	$	.22		$	.21		+4.8	%
Return on Assets		1.15	%		1.45	%
Return on Equity		11.84	%		13.52	%
Return on Tangible Assets		1.19	%		1.50	%
Return on Tangible Equity		15.08	%		17.58	%
Balance Sheet Highlights:	March 31, 2009			March 31, 2008			% Change
Assets	$	1,084,363,000		$	917,559,000		+18.2	%
Loans, Gross	$	827,738,000		$	721,234,000		+14.8	%
Deposits	$	782,076,000		$	667,104,000		+17.2	%
Equity	$	105,102,000		$	98,113,000		+7.1	%
Tangible Equity	$	83,975,000		$	76,789,000		+9.4	%

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.

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