ORRF - Orrstown Financial Services Inc. Reports Earnings for the Second Quarter 2023
- Net income of $9.8 million and diluted earnings per share of $0.94 for the three months ended June 30, 2023 compared to net income of $9.2 million and diluted earnings per share of $0.87 for the three months ended March 31, 2023 and net income of $8.9 million and diluted earnings per share of $0.83 for the three months ended June 30, 2022;
- Second quarter of 2023 return on average assets of 1.32% and return on average equity of 16.27% compared to return on average assets of 1.27% and return on average equity of 15.88% during the first quarter of 2023;
- Net interest margin, on a tax equivalent basis, was 3.83% in the second quarter of 2023 as compared to 3.94% in the first quarter of 2023 and 3.68% for the three months ended June 30, 2022; increased funding costs have led to modest margin compression;
- Non-interest income increased by $1.1 million to $7.2 million for the three months ended June 30, 2023 from $6.1 million for the three months ended March 31, 2023 primarily due to a $1.2 million gain on the sale of the Bank's Path Valley branch;
- Non-interest expense of $20.7 million for the three months ended June 30, 2023 was $0.5 million higher than the prior linked quarter due to severance charges of $0.5 million;
- Second quarter deposit growth was $7.2 million, despite the sale of deposits totaling $18.7 million from the Bank's Path Valley branch; deposits that are uninsured and not collateralized were 16% of total deposits at June 30, 2023 compared to 19% of total deposits at March 31, 2023;
- Second quarter commercial loan growth, excluding SBA PPP loan forgiveness activity, was $20.3 million, or 5% annualized; year-to-date commercial loan growth of $83.5 million, or 10% annualized;
- Tangible book value per share was $21.19 at June 30, 2023 compared to $20.50 at March 31, 2023. The tangible common equity ratio improved from 7.3% at March 31, 2023 to 7.5% at June 30, 2023;
- The Company repurchased 76,330 shares of its common stock at an average price of $18.58 per share during the second quarter of 2023;
- The Board of Directors declared a cash dividend of $0.20 per common share, payable August 15, 2023, to shareholders of record as of August 8, 2023.
SHIPPENSBURG, Pa., July 25, 2023 (GLOBE NEWSWIRE) -- Orrstown Financial Services, Inc. ("Orrstown" or the “Company”) (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the three months ended June 30, 2023. Net income totaled $9.8 million for the three months ended June 30, 2023, compared to $9.2 million for the three months ended March 31, 2023 and $8.9 million for the three months ended June 30, 2022. Diluted earnings per share totaled $0.94 for the three months ended June 30, 2023, compared to $0.87 for the three months ended March 31, 2023 and $0.83 for the three months ended June 30, 2022.
“Orrstown delivered another quarter of earnings growth despite headwinds from rising interest rates and the inverted yield curve. Due to disciplined pricing of both loans and deposits, our net interest margin remained strong at 3.83% for the second quarter of 2023. Deposit stability has enabled the Bank to maintain access to significant funding sources as core deposits represent 86% of total deposits and our loan-to-deposit ratio was 89% at June 30, 2023,” commented Thomas R. Quinn, Jr., President and Chief Executive Officer.
“Looking forward, we expect to continue to build capital through earnings as we grow prudently, while simultaneously seizing opportunities to maximize shareholder value. As we move further away from the recent disruptions in the banking industry, we are mindful of the lessons learned and remain focused on meeting the needs of our clients to ensure confidence in Orrstown and the industry as a whole. We believe that our continued focus on financial performance and client relationships enhances our prospects for long-term success," Quinn added.
DISCUSSION OF RESULTS
Balance Sheet
Loans
Loans held for investment, which includes SBA PPP loans, increased by $26.9 million from March 31, 2023 to June 30, 2023, or 5% annualized. Commercial loans, excluding SBA PPP loan forgiveness activity, increased by $20.3 million, or 5% annualized, from March 31, 2023 to June 30, 2023. SBA PPP loans, net of deferred fees and costs, declined by $3.6 million to $7.2 million at June 30, 2023 from $10.8 million at March 31, 2023 due to forgiveness and payment activity. The first lien residential mortgage portfolio increased by $8.8 million, or 15% annualized, in the three months ended June 30, 2023.
Investment Securities
Investment securities, which are all available-for-sale, decreased by $11.9 million to $521.2 million at June 30, 2023 compared to $533.1 million at March 31, 2023. Paydowns totaled $7.8 million during the second quarter of 2023. Net unrealized losses on investment securities increased by $2.8 million during the second quarter primarily due to higher interest rates at June 30, 2023. The overall duration of the Company's investment securities portfolio is 4.6 years. The Company has sufficient access to liquidity such that management does not believe it would be necessary to sell any of its investment securities at a loss to offset any unexpected deposit outflows. Management believes the structure of the Bank's investment portfolio is appropriately aligned with the rest of the balance sheet to protect against significant and unexpected charges against earnings and capital. See Appendix B for a summary of the Bank's investment securities at June 30, 2023, highlighting their concentrations, credit ratings and credit enhancement levels.
Deposits
Deposits increased by $7.2 million, totaling approximately $2.5 billion at both June 30, 2023 and March 31, 2023. In the second quarter of 2023, time deposits increased by $43.4 million, or 58% annualized, and interest-bearing demand deposits increased by $33.0 million, or 13% annualized. These increases were partially offset by decreases in noninterest-bearing demand deposits of $28.7 million, or 23% annualized, money market deposits of $23.7 million, or 19% annualized, and savings deposits of $16.8 million, or 30% annualized. The increase in time deposits was attributable to promotional offerings of up to 18-month terms. The declines in the noninterest-bearing, money market and savings deposit categories were primarily the result of clients seeking higher-yielding products, including reciprocal deposits. At June 30, 2023, deposits that are uninsured and not collateralized totaled $409.1 million, or 16%, of total deposits compared to $474.2 million, or 19%, of total deposits at March 31, 2023. The Bank's loan-to-deposit ratio of 89% at June 30, 2023 was only modestly higher than 88% at March 31, 2023.
The Bank completed the previously announced sale of its Path Valley branch on May 12, 2023. This sale included deposits of approximately $18.7 million, which were sold at a premium of 6.0%, as well as the building and land.
Borrowings
The Bank actively manages its liquidity position through its various sources of funding to meet the credit needs of its clients. FHLB advances and other borrowings decreased by $25.6 million to $136.7 million at June 30, 2023 compared to $162.3 million at March 31, 2023. The Bank repaid some overnight borrowings and FHLB advances during the second quarter of 2023 based on available liquidity from deposits and paydowns on investment securities. The Bank had available alternative funding sources, such as the FHLB advances and other wholesale options, of approximately $1.0 billion at June 30, 2023.
Income Statement
Net Interest Income and Margin
Net interest income was $26.4 million for the three months ended June 30, 2023 compared to $26.3 million for the three months ended March 31, 2023. The net interest margin, on a tax equivalent basis, remained strong, but decreased to 3.83% in the second quarter of 2023 from 3.94% in the first quarter of 2023. The decrease in net interest margin was primarily the result of increased funding costs due to competitive pressures on deposits and higher cost borrowings.
Interest income on loans increased by $2.5 million to $31.2 million for the three months ended June 30, 2023 compared to $28.7 million for the three months ended March 31, 2023. Loan growth and higher interest rates on loans were the primary drivers of this increase. Interest income on loans for the three months ended June 30, 2023 included prepayment fee income of $0.2 million, an increase of $0.1 million from the three months ended March 31, 2023, which resulted in an increase of two basis points in net interest margin.
Interest income on investment securities increased by $0.2 million to $5.4 million for the three months ended June 30, 2023 from $5.2 million for the first quarter of 2023. The increase reflects higher yields on adjustable-rate securities.
Interest expense increased by $2.5 million to $10.5 million for the three months ended June 30, 2023 compared to $8.0 million for the three months ended March 31, 2023 due primarily to increasing deposit and borrowing rates for both existing and new balances. In addition, average interest-bearing deposits increased by $43.3 million and average borrowings increased by $25.5 million during the three months ended June 30, 2023.
Provision for Credit Losses
The allowance for credit losses remained at approximately $28.4 million at both June 30, 2023 and March 31, 2023. The allowance for credit losses to total loans was 1.27% at June 30, 2023 compared to 1.28% at March 31, 2023. The Company recorded a provision for credit losses of $0.4 million for the three months ended June 30, 2023 compared to $0.7 million for the three months ended March 31, 2023. Classified loans decreased by $7.7 million to $26.3 million at June 30, 2023 from $34.0 million at March 31, 2023 primarily due to net upgrades and repayments within this category. Special mention loans increased by $13.2 million from $32.3 million at March 31, 2023 to $45.5 million at June 30, 2023 due to net downgrades partially offset by repayments. The risk rating downgrades to Special Mention consisted of five clients spread across various commercial loan classes; however, other commercial loans in these categories do not reflect similar risk characteristics that led to these downgrades. Non-accrual loans decreased by $0.1 million to $21.1 million at June 30, 2023 from $21.2 million at March 31, 2023. The nonaccrual loans to total loans metric improved to 0.94% at June 30, 2023 from 0.96% at March 31, 2023. Net charge-offs were $0.4 million for the three months ended June 30, 2023 compared to net recoveries of $0.1 million for the three months ended March 31, 2023. Management believes the allowance for credit losses to be adequate based on current asset quality metrics and economic conditions.
Management regularly analyzes the commercial real estate portfolio, which includes the review of occupancy, cash flows, expenses and expiring leases, as well as the location of the real estate. At June 30, 2023, the Company had $236.7 million in loans related to office space compared to $236.2 million at March 31, 2023. Management believes that the office space portfolio is well-diversified and includes only limited exposure to properties located in major metro markets (approximately 3% of the total commercial real estate loan balance as of June 30, 2023).
Noninterest Income
Noninterest income increased by $1.1 million to $7.2 million in the three months ended June 30, 2023 compared to $6.1 million in the three months ended March 31, 2023.
Other income in the three months ended June 30, 2023 includes a gain of $1.2 million from the sale of the Bank's Path Valley branch.
Mortgage banking income decreased by $0.4 million from $0.5 million in the first quarter of 2023 to $0.1 million in the second quarter of 2023. Market conditions and elevated interest rates continued to hinder mortgage production during the second quarter of 2023. Due to the current mortgage interest rates, clients have shifted from conventional fixed-rate mortgages to adjustable-rate products, which has reduced the residential mortgage loan pipeline for sale in the secondary market. Mortgage loans sold totaled $5.1 million in the second quarter of 2023 compared to $9.6 million in the first quarter of 2023 and $22.6 million in the second quarter of 2022. During the three months ended June 30, 2023, mortgage interest rates increased, which resulted in a decline to the fair value mark of the Bank's held-for-sale loans of $0.1 million compared to an increase in the fair value mark of $0.3 million during the three months ended March 31, 2023.
During the second quarter of 2023, the Company recorded swap fee income of $0.2 million for the three months ended June 30, 2023 compared to none in the three months ended March 31, 2023. Swap fee income fluctuates based on market conditions and client demand.
Noninterest Expenses
Noninterest expenses increased by $0.4 million to $20.7 million in the three months ended June 30, 2023 from $20.3 million in the three months ended March 31, 2023.
Salaries and benefits expense increased by $0.9 million to $13.1 million for the three months ended March 31, 2023 compared to $12.2 million for the three months ended March 31, 2023. The increase was attributed primarily to higher healthcare costs of $0.5 million from increased claim volumes and employee severance costs of $0.5 million.
Advertising and bank promotions expense increased by $0.5 million to $0.9 million in the three months ended June 30, 2023 from $0.4 million for the three months ended March 31, 2023 due to $0.5 million in contributions to tax credit programs during the second quarter of 2023. Taxes other than income decreased by $0.5 million to less than $0.1 million in the three months ended June 30, 2023 compared to $0.5 million in the three months ended March 31, 2023. This decrease reflects the tax credits recognized on the contributions during the second quarter of 2023.
Professional fees decreased $0.2 million to $0.5 million in the three months ended June 30, 2023 from $0.7 million in the three months ended March 31, 2023 due to a decrease in legal costs, primarily due to the prior settlement of litigation, and consulting fees.
Other operating expenses decreased by $0.2 million to $2.0 million during the second quarter of 2023 compared to $2.2 million during the first quarter of 2023. This decrease included a reduction of $0.2 million in mark-to-market losses on derivatives not designated as hedging instruments for the three months ended June 30, 2023 compared to the three months ended March 31, 2023. The remaining fluctuation is attributable to normal business operations.
Income Taxes
The Company's effective tax rate for the second quarter of 2023 was 20.6% compared to 19.6% for the first quarter of 2023. The Company's effective tax rate for the three months ended June 30, 2023 is less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies, as well as tax credits. The increase in the effective tax rate was primarily due to increases in taxable income and the disallowed portion of interest expense against earnings in association with the Bank's tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982.
Capital
Shareholders’ equity totaled $245.6 million at June 30, 2023, an increase of $5.4 million from $240.2 million at March 31, 2023. The increase was primarily attributable to net income of $9.8 million, partially offset by dividends paid of $2.2 million, other comprehensive losses of $1.4 million, and share repurchase costs of $1.2 million. Other comprehensive losses increased during the second quarter of 2023 due to after-tax declines of $2.2 million in net unrealized losses on investment securities partially offset by net unrealized gains on cash flow hedges of $0.8 million.
Tangible book value per share (1) increased to $21.19 per share at June 30, 2023 from $20.50 per share at March 31, 2023 primarily due to the increase in shareholders' equity.
The Company's tangible common equity ratio increased to 7.5% at June 30, 2023 from 7.3% at March 31, 2023 primarily due to an increase in tangible equity from net income. The Company's total risk-based capital ratio was 13.0% at June 30, 2023, up from 12.8% at March 31, 2023. The Company's Tier 1 leverage ratio increased from 8.5% at March 31, 2023 to 8.6% at June 30, 2023. At June 30, 2023, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.
The Board of Directors approved a cash dividend of $0.20 per share, payable on August 15, 2023, to shareholders of record as of August 8, 2023.
(1) Non-GAAP measure. See Appendix A for additional information.
| Investor Relations Contact: |
| Neelesh Kalani |
| Executive Vice President, Chief Financial Officer |
| Phone (717) 510-7097 |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| FINANCIAL HIGHLIGHTS (Unaudited) |
| Three Months Ended |
| Six Months Ended |
| June 30, |
| June 30, |
| June 30, |
| June 30, |
| (Dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| Profitability for the period: |
| Net interest income |
| $ |
| 26,375 |
| $ |
| 24,118 |
| $ |
| 52,669 |
| $ |
| 46,691 |
| Provision for credit losses |
| 399 |
| 1,775 |
| 1,128 |
| 2,075 |
| Noninterest income |
| 7,158 |
| 7,194 |
| 13,236 |
| 14,668 |
| Noninterest expenses |
| 20,749 |
| 18,794 |
| 41,004 |
| 38,158 |
| Income before income tax expense |
| 12,385 |
| 10,743 |
| 23,773 |
| 21,126 |
| Income tax expense |
| 2,547 |
| 1,872 |
| 4,779 |
| 3,887 |
| Net income available to common shareholders |
| $ |
| 9,838 |
| $ |
| 8,871 |
| $ |
| 18,994 |
| $ |
| 17,239 |
| Financial ratios: |
| Return on average assets (1) |
| 1.32 |
| % |
| 1.25 |
| % |
| 1.29 |
| % |
| 1.22 |
| % |
| Return on average equity (1) |
| 16.27 |
| % |
| 14.42 |
| % |
| 16.08 |
| % |
| 13.51 |
| % |
| Net interest margin (1) |
| 3.83 |
| % |
| 3.68 |
| % |
| 3.88 |
| % |
| 3.59 |
| % |
| Efficiency ratio |
| 61.9 |
| % |
| 60.0 |
| % |
| 62.2 |
| % |
| 62.2 |
| % |
| Income per common share: |
| Basic |
| $ |
| 0.95 |
| $ |
| 0.84 |
| $ |
| 1.83 |
| $ |
| 1.61 |
| Diluted |
| $ |
| 0.94 |
| $ |
| 0.83 |
| $ |
| 1.82 |
| $ |
| 1.59 |
| Average equity to average assets |
| 8.11 |
| % |
| 8.64 |
| % |
| 8.04 |
| % |
| 9.05 |
| % |
| (1) Annualized. |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| FINANCIAL HIGHLIGHTS (Unaudited) |
| (continued) |
| June 30, |
| December 31, |
| (Dollars in thousands, except per share amounts) |
| 2023 |
| 2022 |
| At period-end: |
| Total assets |
| $ |
| 3,008,197 |
| $ |
| 2,922,408 |
| Total deposits |
| 2,522,861 |
| 2,476,246 |
| Loans, net of allowance for credit losses |
| 2,206,034 |
| 2,126,054 |
| Loans held-for-sale, at fair value |
| 6,450 |
| 10,880 |
| Securities available for sale, at fair value |
| 508,612 |
| 513,728 |
| Borrowings |
| 152,229 |
| 123,390 |
| Subordinated notes |
| 32,059 |
| 32,026 |
| Shareholders' equity |
| 245,641 |
| 228,896 |
| Credit quality and capital ratios (1) : |
| Allowance for credit losses to total loans |
| 1.27 |
| % |
| 1.17 |
| % |
| Total nonaccrual loans to total loans |
| 0.94 |
| % |
| 0.96 |
| % |
| Nonperforming assets to total assets |
| 0.70 |
| % |
| 0.70 |
| % |
| Allowance for credit losses to nonaccrual loans |
| 135 |
| % |
| 122 |
| % |
| Total risk-based capital: |
| Orrstown Financial Services, Inc. |
| 13.0 |
| % |
| 12.7 |
| % |
| Orrstown Bank |
| 12.5 |
| % |
| 12.3 |
| % |
| Tier 1 risk-based capital: |
| Orrstown Financial Services, Inc. |
| 10.5 |
| % |
| 10.3 |
| % |
| Orrstown Bank |
| 11.4 |
| % |
| 11.2 |
| % |
| Tier 1 common equity risk-based capital: |
| Orrstown Financial Services, Inc. |
| 10.5 |
| % |
| 10.3 |
| % |
| Orrstown Bank |
| 11.4 |
| % |
| 11.2 |
| % |
| Tier 1 leverage capital: |
| Orrstown Financial Services, Inc. |
| 8.6 |
| % |
| 8.5 |
| % |
| Orrstown Bank |
| 9.3 |
| % |
| 9.2 |
| % |
| Book value per common share |
| $ |
| 23.15 |
| $ |
| 21.45 |
| (1) Capital ratios are estimated, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. In the first year of adoption in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard. |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| CONSOLIDATED BALANCE SHEETS (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| June 30, 2023 |
| December 31, 2022 |
| Assets |
| Cash and due from banks |
| $ |
| 31,855 |
| $ |
| 28,477 |
| Interest-bearing deposits with banks |
| 44,463 |
| 32,346 |
| Cash and cash equivalents |
| 76,318 |
| 60,823 |
| Restricted investments in bank stocks |
| 12,602 |
| 10,642 |
| Securities available for sale (amortized cost of $552,224 and $563,278 at June 30, 2023 and December 31, 2022, respectively) |
| 508,612 |
| 513,728 |
| Loans held for sale, at fair value |
| 6,450 |
| 10,880 |
| Loans |
| 2,234,417 |
| 2,151,232 |
| Less: Allowance for credit losses |
| (28,383 |
| ) |
| (25,178 |
| ) |
| Net loans |
| 2,206,034 |
| 2,126,054 |
| Premises and equipment, net |
| 29,629 |
| 29,328 |
| Cash surrender value of life insurance |
| 72,309 |
| 71,760 |
| Goodwill |
| 18,724 |
| 18,724 |
| Other intangible assets, net |
| 2,589 |
| 3,078 |
| Accrued interest receivable |
| 11,773 |
| 11,027 |
| Deferred tax assets, net |
| 22,093 |
| 24,031 |
| Other assets |
| 41,064 |
| 42,333 |
| Total assets |
| $ |
| 3,008,197 |
| $ |
| 2,922,408 |
| Liabilities |
| Deposits: |
| Noninterest-bearing |
| $ |
| 465,938 |
| $ |
| 494,131 |
| Interest-bearing |
| 2,056,923 |
| 1,950,807 |
| Deposits held for assumption in connection with sale of bank branch |
| — |
| 31,307 |
| Total deposits |
| 2,522,861 |
| 2,476,246 |
| Securities sold under agreements to repurchase and federal funds purchased |
| 15,502 |
| 17,251 |
| FHLB advances and other borrowings |
| 136,727 |
| 106,139 |
| Subordinated notes |
| 32,059 |
| 32,026 |
| Accrued interest and other liabilities |
| 55,407 |
| 61,850 |
| Total liabilities |
| 2,762,556 |
| 2,693,512 |
| Shareholders’ Equity |
| Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding |
| — |
| — |
| Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 11,208,080 shares issued and 10,611,425 outstanding at June 30, 2023; 11,229,242 shares issued and 10,671,413 outstanding at December 31, 2022 |
| 583 |
| 584 |
| Additional paid—in capital |
| 187,859 |
| 189,264 |
| Retained earnings |
| 105,239 |
| 92,473 |
| Accumulated other comprehensive losses |
| (34,196 |
| ) |
| (39,913 |
| ) |
| Treasury stock— 596,655 and 557,829 shares, at cost at June 30, 2023 and December 31, 2022, respectively |
| (13,844 |
| ) |
| (13,512 |
| ) |
| Total shareholders’ equity |
| 245,641 |
| 228,896 |
| Total liabilities and shareholders’ equity |
| $ |
| 3,008,197 |
| $ |
| 2,922,408 |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) |
| Three Months Ended |
| Six Months Ended |
| June 30, |
| June 30, |
| June 30, |
| June 30, |
| (In thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| Interest income |
| Loans |
| $ |
| 31,203 |
| $ |
| 22,027 |
| $ |
| 59,947 |
| $ |
| 43,396 |
| Investment securities - taxable |
| 4,415 |
| 1,957 |
| 8,785 |
| 3,555 |
| Investment securities - tax-exempt |
| 865 |
| 1,131 |
| 1,730 |
| 1,853 |
| Short-term investments |
| 418 |
| 235 |
| 716 |
| 336 |
| Total interest income |
| 36,901 |
| 25,350 |
| 71,178 |
| 49,140 |
| Interest expense |
| Deposits |
| 8,608 |
| 701 |
| 14,810 |
| 1,386 |
| Securities sold under agreements to repurchase and federal funds purchased |
| 28 |
| 7 |
| 53 |
| 14 |
| FHLB advances and other borrowings |
| 1,386 |
| 21 |
| 2,638 |
| 43 |
| Subordinated notes |
| 504 |
| 503 |
| 1,008 |
| 1,006 |
| Total interest expense |
| 10,526 |
| 1,232 |
| 18,509 |
| 2,449 |
| Net interest income |
| 26,375 |
| 24,118 |
| 52,669 |
| 46,691 |
| Provision for credit losses |
| 399 |
| 1,775 |
| 1,128 |
| 2,075 |
| Net interest income after provision for credit losses |
| 25,976 |
| 22,343 |
| 51,541 |
| 44,616 |
| Noninterest income |
| Service charges |
| 1,251 |
| 1,194 |
| 2,408 |
| 2,267 |
| Interchange income |
| 993 |
| 1,064 |
| 1,958 |
| 2,045 |
| Swap fee income |
| 196 |
| 785 |
| 196 |
| 1,738 |
| Wealth management income |
| 2,822 |
| 2,894 |
| 5,569 |
| 5,763 |
| Mortgage banking activities |
| 112 |
| 498 |
| 590 |
| 1,219 |
| Investment securities losses |
| (2 |
| ) |
| (3 |
| ) |
| (10 |
| ) |
| (149 |
| ) |
| Other income |
| 1,786 |
| 762 |
| 2,525 |
| 1,785 |
| Total noninterest income |
| 7,158 |
| 7,194 |
| 13,236 |
| 14,668 |
| Noninterest expenses |
| Salaries and employee benefits |
| 13,054 |
| 11,312 |
| 25,250 |
| 22,649 |
| Occupancy, furniture and equipment |
| 2,266 |
| 2,423 |
| 4,599 |
| 4,990 |
| Data processing |
| 1,201 |
| 1,165 |
| 2,418 |
| 2,218 |
| Advertising and bank promotions |
| 919 |
| 881 |
| 1,324 |
| 1,236 |
| FDIC insurance |
| 519 |
| 190 |
| 1,023 |
| 473 |
| Professional services |
| 504 |
| 722 |
| 1,238 |
| 1,530 |
| Taxes other than income |
| 3 |
| 108 |
| 460 |
| 672 |
| Intangible asset amortization |
| 239 |
| 281 |
| 489 |
| 573 |
| Other operating expenses |
| 2,044 |
| 1,712 |
| 4,203 |
| 3,817 |
| Total noninterest expenses |
| 20,749 |
| 18,794 |
| 41,004 |
| 38,158 |
| Income before income tax expense |
| 12,385 |
| 10,743 |
| 23,773 |
| 21,126 |
| Income tax expense |
| 2,547 |
| 1,872 |
| 4,779 |
| 3,887 |
| Net income |
| $ |
| 9,838 |
| $ |
| 8,871 |
| $ |
| 18,994 |
| $ |
| 17,239 |
| Share information: |
| Basic earnings per share |
| $ |
| 0.95 |
| $ |
| 0.84 |
| $ |
| 1.83 |
| $ |
| 1.61 |
| Diluted earnings per share |
| $ |
| 0.94 |
| $ |
| 0.83 |
| $ |
| 1.82 |
| $ |
| 1.59 |
| Weighted average shares - basic |
| 10,336 |
| 10,610 |
| 10,360 |
| 10,735 |
| Weighted average shares - diluted |
| 10,421 |
| 10,744 |
| 10,458 |
| 10,875 |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| ANALYSIS OF NET INTEREST INCOME |
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) |
| Three Months Ended |
| 6/30/2023 |
| 3/31/2023 |
| 12/31/2022 |
| 9/30/2022 |
| 6/30/2022 |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Taxable- |
| Average |
| Equivalent |
| Equivalent |
| Average |
| Equivalent |
| Equivalent |
| Average |
| Equivalent |
| Equivalent |
| Average |
| Equivalent |
| Equivalent |
| Average |
| Equivalent |
| Equivalent |
| (Dollars in thousands) |
| Balance |
| Interest |
| Rate |
| Balance |
| Interest |
| Rate |
| Balance |
| Interest |
| Rate |
| Balance |
| Interest |
| Rate |
| Balance |
| Interest |
| Rate |
| Assets |
| Federal funds sold & interest-bearing bank balances |
| $ |
| 37,895 |
| $ |
| 418 |
| 4.42 |
| % |
| $ |
| 29,599 |
| $ |
| 298 |
| 4.07 |
| % |
| $ |
| 28,419 |
| $ |
| 238 |
| 3.31 |
| % |
| $ |
| 38,068 |
| $ |
| 200 |
| 2.08 |
| % |
| $ |
| 131,449 |
| $ |
| 235 |
| 0.72 |
| % |
| Investment securities (1) |
| 526,225 |
| 5,510 |
| 4.19 |
| 525,685 |
| 5,465 |
| 4.18 |
| 512,779 |
| 5,170 |
| 4.03 |
| 528,988 |
| 4,377 |
| 3.31 |
| 523,940 |
| 3,388 |
| 2.59 |
| Loans (1)(2)(3) |
| 2,233,312 |
| 31,329 |
| 5.63 |
| 2,180,224 |
| 28,844 |
| 5.36 |
| 2,133,052 |
| 27,061 |
| 5.04 |
| 2,051,707 |
| 23,219 |
| 4.49 |
| 2,008,283 |
| 22,090 |
| 4.41 |
| Total interest-earning assets |
| 2,797,432 |
| 37,257 |
| 5.34 |
| 2,735,508 |
| 34,607 |
| 5.12 |
| 2,674,250 |
| 32,469 |
| 4.83 |
| 2,618,763 |
| 27,796 |
| 4.22 |
| 2,663,672 |
| 25,713 |
| 3.87 |
| Other assets |
| 191,983 |
| 197,620 |
| 202,384 |
| 196,277 |
| 192,561 |
| Total assets |
| $ |
| 2,989,415 |
| $ |
| 2,933,128 |
| $ |
| 2,876,634 |
| $ |
| 2,815,040 |
| $ |
| 2,856,233 |
| Liabilities and Shareholders' Equity |
| Interest-bearing demand deposits |
| $ |
| 1,511,468 |
| 6,273 |
| 1.66 |
| $ |
| 1,503,421 |
| 4,862 |
| 1.31 |
| $ |
| 1,459,109 |
| 2,838 |
| 0.77 |
| $ |
| 1,379,082 |
| 912 |
| 0.26 |
| $ |
| 1,420,051 |
| 301 |
| 0.09 |
| Savings deposits |
| 204,584 |
| 135 |
| 0.26 |
| 219,408 |
| 133 |
| 0.25 |
| 228,521 |
| 132 |
| 0.23 |
| 237,462 |
| 90 |
| 0.15 |
| 236,916 |
| 63 |
| 0.11 |
| Time deposits |
| 326,034 |
| 2,200 |
| 2.71 |
| 275,880 |
| 1,207 |
| 1.78 |
| 254,637 |
| 609 |
| 0.95 |
| 265,015 |
| 370 |
| 0.55 |
| 275,408 |
| 337 |
| 0.49 |
| Total interest-bearing deposits |
| 2,042,086 |
| 8,608 |
| 1.69 |
| 1,998,709 |
| 6,202 |
| 1.26 |
| 1,942,267 |
| 3,579 |
| 0.73 |
| 1,881,559 |
| 1,372 |
| 0.29 |
| 1,932,375 |
| 701 |
| 0.15 |
| Securities sold under agreements to repurchase and federal funds purchased |
| 13,685 |
| 28 |
| 0.82 |
| 13,868 |
| 25 |
| 0.72 |
| 18,211 |
| 20 |
| 0.46 |
| 23,480 |
| 10 |
| 0.18 |
| 24,045 |
| 7 |
| 0.11 |
| FHLB advances and other borrowings |
| 132,094 |
| 1,386 |
| 4.21 |
| 106,434 |
| 1,252 |
| 4.77 |
| 48,276 |
| 509 |
| 4.21 |
| 10,394 |
| 78 |
| 3.02 |
| 1,741 |
| 21 |
| 4.74 |
| Subordinated notes |
| 32,049 |
| 504 |
| 6.29 |
| 32,033 |
| 504 |
| 6.29 |
| 32,016 |
| 503 |
| 6.29 |
| 32,000 |
| 504 |
| 6.29 |
| 31,985 |
| 503 |
| 6.29 |
| Total interest-bearing liabilities |
| 2,219,914 |
| 10,526 |
| 1.90 |
| 2,151,044 |
| 7,983 |
| 1.50 |
| 2,040,770 |
| 4,611 |
| 0.90 |
| 1,947,433 |
| 1,964 |
| 0.40 |
| 1,990,146 |
| 1,232 |
| 0.25 |
| Noninterest-bearing demand deposits |
| 476,123 |
| 495,562 |
| 540,275 |
| 575,777 |
| 572,171 |
| Other liabilities |
| 50,851 |
| 52,630 |
| 74,602 |
| 49,964 |
| 47,190 |
| Total liabilities |
| 2,746,888 |
| 2,699,236 |
| 2,655,647 |
| 2,573,174 |
| 2,609,507 |
| Shareholders' equity |
| 242,527 |
| 233,892 |
| 220,987 |
| 241,866 |
| 246,726 |
| Total |
| $ |
| 2,989,415 |
| $ |
| 2,933,128 |
| $ |
| 2,876,634 |
| $ |
| 2,815,040 |
| $ |
| 2,856,233 |
| Taxable-equivalent net interest income / net interest spread |
| 26,731 |
| 3.44 |
| % |
| 26,624 |
| 3.62 |
| % |
| 27,858 |
| 3.93 |
| % |
| 25,832 |
| 3.82 |
| % |
| 24,481 |
| 3.62 |
| % |
| Taxable-equivalent net interest margin |
| 3.83 |
| % |
| 3.94 |
| % |
| 4.14 |
| % |
| 3.92 |
| % |
| 3.68 |
| % |
| Taxable-equivalent adjustment |
| (356 |
| ) |
| (330 |
| ) |
| (374 |
| ) |
| (377 |
| ) |
| (363 |
| ) |
| Net interest income |
| $ |
| 26,375 |
| $ |
| 26,294 |
| $ |
| 27,484 |
| $ |
| 25,455 |
| $ |
| 24,118 |
| Ratio of average interest-earning assets to average interest-bearing liabilities |
| 126 |
| % |
| 127 |
| % |
| 131 |
| % |
| 134 |
| % |
| 134 |
| % |
| NOTES: |
| (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate. |
| (2) Average balances include nonaccrual loans. |
| (3) Interest income on loans includes prepayment and late fees, where applicable. |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| ANALYSIS OF NET INTEREST INCOME |
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) |
| (continued) |
| Six Months Ended |
| June 30, 2023 |
| June 30, 2022 |
| 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 |
| $ |
| 33,770 |
| $ |
| 716 |
| 4.27 |
| % |
| $ |
| 165,430 |
| $ |
| 336 |
| 0.41 |
| % |
| Investment securities (1) |
| 525,957 |
| 10,975 |
| 4.19 |
| 498,210 |
| 5,900 |
| 2.37 |
| Loans (1)(2)(3) |
| 2,206,914 |
| 60,173 |
| 5.49 |
| 1,991,636 |
| 43,519 |
| 4.40 |
| Total interest-earning assets |
| 2,766,641 |
| 71,864 |
| 5.23 |
| 2,655,276 |
| 49,755 |
| 3.77 |
| Other assets |
| 194,786 |
| 188,454 |
| Total assets |
| $ |
| 2,961,427 |
| $ |
| 2,843,730 |
| Liabilities and Shareholders' Equity |
| Interest-bearing demand deposits |
| $ |
| 1,507,467 |
| 11,135 |
| 1.49 |
| $ |
| 1,409,177 |
| 557 |
| 0.08 |
| Savings deposits |
| 211,955 |
| 268 |
| 0.25 |
| 232,322 |
| 120 |
| 0.10 |
| Time deposits |
| 301,095 |
| 3,407 |
| 2.28 |
| 286,949 |
| 709 |
| 0.50 |
| Total interest-bearing deposits |
| 2,020,517 |
| 14,810 |
| 1.48 |
| 1,928,448 |
| 1,386 |
| 0.14 |
| Securities sold under agreements to repurchase and federal funds purchased |
| 13,776 |
| 53 |
| 0.77 |
| 23,789 |
| 14 |
| 0.12 |
| FHLB advances and other |
| 119,335 |
| 2,638 |
| 4.46 |
| 1,795 |
| 43 |
| 4.74 |
| Subordinated notes |
| 32,041 |
| 1,008 |
| 6.29 |
| 31,977 |
| 1,006 |
| 6.29 |
| Total interest-bearing liabilities |
| 2,185,669 |
| 18,509 |
| 1.71 |
| 1,986,009 |
| 2,449 |
| 0.25 |
| Noninterest-bearing demand deposits |
| 485,789 |
| 556,243 |
| Other liabilities |
| 51,736 |
| 44,072 |
| Total liabilities |
| 2,723,194 |
| 2,586,324 |
| Shareholders' equity |
| 238,233 |
| 257,406 |
| Total liabilities and shareholders' equity |
| $ |
| 2,961,427 |
| $ |
| 2,843,730 |
| Taxable-equivalent net interest income / net interest spread |
| 53,355 |
| 3.52 |
| % |
| 47,307 |
| 3.52 |
| % |
| Taxable-equivalent net interest margin |
| 3.88 |
| % |
| 3.59 |
| % |
| Taxable-equivalent adjustment |
| (686 |
| ) |
| (615 |
| ) |
| Net interest income |
| $ |
| 52,669 |
| $ |
| 46,692 |
| Ratio of average interest-earning assets to average interest-bearing liabilities |
| 127 |
| % |
| 134 |
| % |
| NOTES TO ANALYSIS OF NET INTEREST INCOME: |
| (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate. |
| (2) Average balances include nonaccrual loans. |
| (3) Interest income on loans includes prepayment and late fees, where applicable. |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) |
| (In thousands) |
| June 30, 2023 |
| March 31, 2023 |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| Profitability for the quarter: |
| Net interest income |
| $ |
| 26,375 |
| $ |
| 26,294 |
| $ |
| 27,484 |
| $ |
| 25,455 |
| $ |
| 24,118 |
| Provision for credit losses |
| 399 |
| 729 |
| 585 |
| 1,500 |
| 1,775 |
| Noninterest income |
| 7,158 |
| 6,078 |
| 6,226 |
| 6,058 |
| 7,194 |
| Noninterest expenses |
| 20,749 |
| 20,255 |
| 21,236 |
| 36,412 |
| 18,794 |
| Income (loss) before income taxes |
| 12,385 |
| 11,388 |
| 11,889 |
| (6,399 |
| ) |
| 10,743 |
| Income tax expense (benefit) |
| 2,547 |
| 2,232 |
| 2,263 |
| (1,571 |
| ) |
| 1,872 |
| Net income (loss) |
| $ |
| 9,838 |
| $ |
| 9,156 |
| $ |
| 9,626 |
| $ |
| (4,828 |
| ) |
| $ |
| 8,871 |
| Financial ratios: |
| Return on average assets (1) |
| 1.32 |
| % |
| 1.27 |
| % |
| 1.33 |
| % |
| (0.68 |
| )% |
| 1.25 |
| % |
| Return on average assets, adjusted (1)(2)(3) |
| 1.32 |
| % |
| 1.27 |
| % |
| 1.33 |
| % |
| 1.12 |
| % |
| 1.25 |
| % |
| Return on average equity (1) |
| 16.27 |
| % |
| 15.88 |
| % |
| 17.28 |
| % |
| (7.92 |
| )% |
| 14.42 |
| % |
| Return on average equity, adjusted (1)(2)(3) |
| 16.27 |
| % |
| 15.88 |
| % |
| 17.28 |
| % |
| 13.02 |
| % |
| 14.42 |
| % |
| Net interest margin (1) |
| 3.83 |
| % |
| 3.94 |
| % |
| 4.14 |
| % |
| 3.92 |
| % |
| 3.68 |
| % |
| Efficiency ratio |
| 61.9 |
| % |
| 62.6 |
| % |
| 63.0 |
| % |
| 115.5 |
| % |
| 60.0 |
| % |
| Efficiency ratio, adjusted (2)(3) |
| 61.9 |
| % |
| 62.6 |
| % |
| 63.0 |
| % |
| 64.3 |
| % |
| 60.0 |
| % |
| Per share information: |
| Income (loss) per common share: |
| Basic |
| $ |
| 0.95 |
| $ |
| 0.88 |
| $ |
| 0.93 |
| $ |
| (0.47 |
| ) |
| $ |
| 0.84 |
| Basic, adjusted (2)(3) |
| 0.95 |
| 0.88 |
| 0.93 |
| 0.77 |
| 0.84 |
| Diluted |
| 0.94 |
| 0.87 |
| 0.91 |
| (0.47 |
| ) |
| 0.83 |
| Diluted, adjusted (2)(3) |
| 0.94 |
| 0.87 |
| 0.91 |
| 0.75 |
| 0.83 |
| Book value |
| 23.15 |
| 22.46 |
| 21.45 |
| 20.34 |
| 22.25 |
| Tangible book value (2) |
| 21.19 |
| 20.50 |
| 19.47 |
| 18.34 |
| 20.23 |
| Cash dividends paid |
| 0.20 |
| 0.20 |
| 0.19 |
| 0.19 |
| 0.19 |
| Average basic shares |
| 10,336 |
| 10,385 |
| 10,382 |
| 10,369 |
| 10,610 |
| Average diluted shares |
| 10,421 |
| 10,496 |
| 10,550 |
| 10,529 |
| 10,744 |
| (1) Annualized. |
| (2) Ratio has been adjusted for the restructuring charge and provision for legal settlement for the three months ended September 30, 2022. |
| (3) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein. |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) |
| (continued) |
| (In thousands) |
| June 30, 2023 |
| March 31, 2023 |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| Noninterest income: |
| Service charges |
| $ |
| 1,251 |
| $ |
| 1,157 |
| $ |
| 1,131 |
| $ |
| 1,216 |
| $ |
| 1,194 |
| Interchange income |
| 993 |
| 965 |
| 996 |
| 1,014 |
| 1,064 |
| Swap fee income |
| 196 |
| — |
| 697 |
| 197 |
| 785 |
| Wealth management income |
| 2,822 |
| 2,747 |
| 2,535 |
| 2,953 |
| 2,894 |
| Mortgage banking activities |
| 112 |
| 478 |
| 202 |
| (1,014 |
| ) |
| 498 |
| Other income |
| 1,786 |
| 739 |
| 662 |
| 1,706 |
| 762 |
| Investment securities (losses) gains |
| (2 |
| ) |
| (8 |
| ) |
| 3 |
| (14 |
| ) |
| (3 |
| ) |
| Total noninterest income |
| $ |
| 7,158 |
| $ |
| 6,078 |
| $ |
| 6,226 |
| $ |
| 6,058 |
| $ |
| 7,194 |
| Noninterest expenses: |
| Salaries and employee benefits |
| $ |
| 13,054 |
| $ |
| 12,196 |
| $ |
| 12,650 |
| $ |
| 12,705 |
| $ |
| 11,312 |
| Occupancy, furniture and equipment |
| 2,266 |
| 2,333 |
| 2,442 |
| 2,380 |
| 2,423 |
| Data processing |
| 1,201 |
| 1,217 |
| 1,150 |
| 1,192 |
| 1,165 |
| Advertising and bank promotions |
| 919 |
| 405 |
| 750 |
| 278 |
| 881 |
| FDIC insurance |
| 519 |
| 504 |
| 316 |
| 294 |
| 190 |
| Professional services |
| 504 |
| 734 |
| 837 |
| 887 |
| 722 |
| Taxes other than income |
| 3 |
| 457 |
| 231 |
| 488 |
| 108 |
| Intangible asset amortization |
| 239 |
| 250 |
| 260 |
| 272 |
| 281 |
| Provision for legal settlement |
| — |
| — |
| — |
| 13,000 |
| — |
| Restructuring expenses |
| — |
| — |
| — |
| 3,155 |
| — |
| Other operating expenses |
| 2,044 |
| 2,159 |
| 2,600 |
| 1,761 |
| 1,712 |
| Total noninterest expenses |
| $ |
| 20,749 |
| $ |
| 20,255 |
| $ |
| 21,236 |
| $ |
| 36,412 |
| $ |
| 18,794 |
| ORRSTOWN FINANCIAL SERVICES, INC. |
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) |
| (continued) |
| (In thousands) |
| June 30, 2023 |
| March 31, 2023 |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| Balance Sheet at quarter end: |
| Cash and cash equivalents |
| $ |
| 76,318 |
| $ |
| 98,323 |
| $ |
| 60,823 |
| $ |
| 66,927 |
| $ |
| 111,906 |
| Restricted investments in bank stocks |
| 12,602 |
| 12,869 |
| 10,642 |
| 6,469 |
| 6,500 |
| Securities available for sale |
| 508,612 |
| 520,232 |
| 513,728 |
| 503,596 |
| 512,698 |
| Loans held for sale, at fair value |
| 6,450 |
| 7,341 |
| 10,880 |
| 10,175 |
| 7,824 |
| Loans: |
| Commercial real estate: |
| Owner occupied |
| 366,439 |
| 339,371 |
| 315,770 |
| 313,125 |
| 287,825 |
| Non-owner occupied |
| 626,140 |
| 603,396 |
| 608,043 |
| 573,605 |
| 559,309 |
| Multi-family |
| 145,257 |
| 144,053 |
| 138,832 |
| 114,561 |
| 116,110 |
| Non-owner occupied residential |
| 105,504 |
| 106,390 |
| 104,604 |
| 105,267 |
| 109,141 |
| Commercial and industrial (1) |
| 379,905 |
| 380,683 |
| 357,774 |
| 378,574 |
| 379,729 |
| Acquisition and development: |
| 1-4 family residential construction |
| 20,461 |
| 20,941 |
| 25,068 |
| 20,810 |
| 22,650 |
| Commercial and land development |
| 143,177 |
| 174,556 |
| 158,308 |
| 148,512 |
| 134,947 |
| Municipal |
| 10,638 |
| 11,329 |
| 12,173 |
| 12,683 |
| 12,957 |
| Total commercial loans |
| 1,797,521 |
| 1,780,719 |
| 1,720,572 |
| 1,667,137 |
| 1,622,668 |
| Residential mortgage: |
| First lien |
| 235,813 |
| 227,031 |
| 229,849 |
| 220,970 |
| 202,787 |
| Home equity – term |
| 5,228 |
| 5,371 |
| 5,505 |
| 5,869 |
| 5,996 |
| Home equity – lines of credit |
| 185,099 |
| 183,340 |
| 183,241 |
| 180,267 |
| 171,269 |
| Installment and other loans |
| 10,756 |
| 11,040 |
| 12,065 |
| 13,684 |
| 14,909 |
| Total loans |
| 2,234,417 |
| 2,207,501 |
| 2,151,232 |
| 2,087,927 |
| 2,017,629 |
| Allowance for credit losses (2) |
| (28,383 |
| ) |
| (28,364 |
| ) |
| (25,178 |
| ) |
| (24,709 |
| ) |
| (23,279 |
| ) |
| Net loans held-for-investment |
| 2,206,034 |
| 2,179,137 |
| 2,126,054 |
| 2,063,218 |
| 1,994,350 |
| Goodwill |
| 18,724 |
| 18,724 |
| 18,724 |
| 18,724 |
| 18,724 |
| Other intangible assets, net |
| 2,589 |
| 2,828 |
| 3,078 |
| 3,338 |
| 3,610 |
| Total assets |
| 3,008,197 |
| 3,011,548 |
| 2,922,408 |
| 2,852,092 |
| 2,824,201 |
| Total deposits |
| 2,522,861 |
| 2,515,626 |
| 2,476,246 |
| 2,505,853 |
| 2,478,616 |
| Borrowings |
| 152,229 |
| 176,315 |
| 123,390 |
| 22,632 |
| 25,965 |
| Subordinated notes |
| 32,059 |
| 32,042 |
| 32,026 |
| 32,010 |
| 31,994 |
| Total shareholders' equity |
| 245,641 |
| 240,161 |
| 228,896 |
| 217,378 |
| 237,527 |
(1) This balance includes $7.2 million, $10.8 million, $13.8 million, $17.0 million and $30.2 million of SBA PPP loans, net of deferred fees and costs, at June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022 and June 30, 2022, respectively.
(2) The balance at June 30, 2023 includes $2.4 million in a one-time cumulative-effect adjustment that increased the allowance for credit losses from the adoption of the new CECL standard.
| ORRSTOWN FINANCIAL SERVICES, INC. |
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) |
| (continued) |
| June 30, 2023 |
| March 31, 2023 |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| Capital and credit quality measures (1) : |
| Total risk-based capital: |
| Orrstown Financial Services, Inc |
| 13.0 |
| % |
| 12.8 |
| % |
| 12.7 |
| % |
| 12.7 |
| % |
| 13.5 |
| % |
| Orrstown Bank |
| 12.5 |
| % |
| 12.4 |
| % |
| 12.3 |
| % |
| 12.9 |
| % |
| 13.3 |
| % |
| Tier 1 risk-based capital: |
| Orrstown Financial Services, Inc |
| 10.5 |
| % |
| 10.4 |
| % |
| 10.3 |
| % |
| 10.2 |
| % |
| 10.9 |
| % |
| Orrstown Bank |
| 11.4 |
| % |
| 11.2 |
| % |
| 11.2 |
| % |
| 11.8 |
| % |
| 12.2 |
| % |
| Tier 1 common equity risk-based capital: |
| Orrstown Financial Services, Inc |
| 10.5 |
| % |
| 10.4 |
| % |
| 10.3 |
| % |
| 10.2 |
| % |
| 10.9 |
| % |
| Orrstown Bank |
| 11.4 |
| % |
| 11.2 |
| % |
| 11.2 |
| % |
| 11.8 |
| % |
| 12.2 |
| % |
| Tier 1 leverage capital: |
| Orrstown Financial Services, Inc |
| 8.6 |
| % |
| 8.5 |
| % |
| 8.5 |
| % |
| 8.4 |
| % |
| 8.5 |
| % |
| Orrstown Bank |
| 9.3 |
| % |
| 9.2 |
| % |
| 9.2 |
| % |
| 9.6 |
| % |
| 9.5 |
| % |
| Average equity to average assets |
| 8.11 |
| % |
| 7.97 |
| % |
| 7.68 |
| % |
| 8.59 |
| % |
| 8.64 |
| % |
| Allowance for credit losses to total loans |
| 1.27 |
| % |
| 1.28 |
| % |
| 1.17 |
| % |
| 1.18 |
| % |
| 1.15 |
| % |
| Total nonaccrual loans to total loans |
| 0.94 |
| % |
| 0.96 |
| % |
| 0.96 |
| % |
| 0.25 |
| % |
| 0.27 |
| % |
| Nonperforming assets to total assets |
| 0.70 |
| % |
| 0.71 |
| % |
| 0.70 |
| % |
| 0.19 |
| % |
| 0.19 |
| % |
| Allowance for credit losses to nonaccrual loans |
| 135 |
| % |
| 134 |
| % |
| 122 |
| % |
| 466 |
| % |
| 432 |
| % |
| Other information: |
| Net charge-offs (recoveries) |
| $ |
| 380 |
| $ |
| (34 |
| ) |
| $ |
| 116 |
| $ |
| 70 |
| $ |
| 4 |
| Classified loans |
| 26,347 |
| 34,024 |
| 36,325 |
| 19,576 |
| 19,682 |
| Nonperforming and other risk assets: |
| Nonaccrual loans (2) |
| 21,062 |
| 21,246 |
| 20,583 |
| 5,303 |
| 5,387 |
| Other real estate owned |
| — |
| 85 |
| — |
| — |
| — |
| Total nonperforming assets |
| 21,062 |
| 21,331 |
| 20,583 |
| 5,303 |
| 5,387 |
| Financial difficulty modifications / Troubled debt restructurings still accruing (3) |
| — |
| — |
| 682 |
| 689 |
| 568 |
| Loans past due 90 days or more and still accruing (2) |
| 539 |
| 28 |
| 439 |
| 232 |
| 322 |
| Total nonperforming and other risk assets |
| $ |
| 21,601 |
| $ |
| 21,359 |
| $ |
| 21,704 |
| $ |
| 6,224 |
| $ |
| 6,277 |
| (1) Capital ratios are estimated, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. In the first year of adoption in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard. |
| (2) Includes zero, zero, $0.4 million, $0.2 million and $0.3 million of purchased credit impaired loans at June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, and June 30, 2022, respectively, in accordance with ASC 310-30. Upon adoption of the CECL standard, purchased credit deteriorated loans were evaluated on an individual loan level and reported on an individual loan basis under ASC 310-20, Nonrefundable Fees and Other Costs. |
| (3) On January 1, 2023, the Company adopted ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminated the troubled debt restructuring ("TDR") accounting model and requires that the Company evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty and the modification results in a more-than-insignificant direct change in the contractual cash flows and represents a new loan or a continuation of an existing loan. At June 30, 2023 and March 31, 2023, the Company did not have loans meeting the “Financial Difficulty Modification” criteria in accordance with ASU 2022-02. |
Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations
As a result of acquisitions, the Company has intangible assets consisting of goodwill and core deposit and other intangible assets, which totaled $21.3 million and $21.8 million at June 30, 2023 and December 31, 2022, respectively. Additionally, the Company incurred $3.2 million and $13.0 million in restructuring charges and a provision for legal settlement, respectively, during the three months ended September 30, 2022.
Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.
Tangible book value per common share and the impact of the restructuring charge and legal settlement on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.
The following tables present the computation of each non-GAAP based measure:
(dollars and shares in thousands)
| Tangible Book Value per Common Share |
| June 30, 2023 |
| March 31, 2023 |
| December 31, 2022 |
| September 30, 2022 |
| June 30, 2022 |
| Shareholders' equity (most directly comparable GAAP-based measure) |
| $ |
| 245,641 |
| $ |
| 240,161 |
| $ |
| 228,896 |
| $ |
| 217,378 |
| $ |
| 237,527 |
| Less: Goodwill |
| 18,724 |
| 18,724 |
| 18,724 |
| 18,724 |
| 18,724 |
| Other intangible assets |
| 2,589 |
| 2,828 |
| 3,078 |
| 3,338 |
| 3,610 |
| Related tax effect |
| (544 |
| ) |
| (594 |
| ) |
| (646 |
| ) |
| (701 |
| ) |
| (758 |
| ) |
| Tangible common equity (non-GAAP) |
| $ |
| 224,872 |
| $ |
| 219,203 |
| $ |
| 207,740 |
| $ |
| 196,017 |
| $ |
| 215,951 |
| Common shares outstanding |
| 10,611 |
| 10,692 |
| 10,671 |
| 10,686 |
| 10,676 |
| Book value per share (most directly comparable GAAP-based measure) |
| $ |
| 23.15 |
| $ |
| 22.46 |
| $ |
| 21.45 |
| $ |
| 20.34 |
| $ |
| 22.25 |
| Intangible assets per share |
| 1.96 |
| 1.96 |
| 1.98 |
| 2.00 |
| 2.02 |
| Tangible book value per share (non-GAAP) |
| $ |
| 21.19 |
| $ |
| 20.50 |
| $ |
| 19.47 |
| $ |
| 18.34 |
| $ |
| 20.23 |
| (dollars and shares in thousands) |
| Adjusted Ratios for Restructuring Charges and Provision for Legal Settlement |
| September 30, 2022 |
| Three Months Ended |
| Net loss (A) - most directly comparable GAAP-based measure |
| $ |
| (4,828 |
| ) |
| Plus: Restructuring expenses (B) |
| 3,155 |
| Plus: Provision for legal settlement (B) |
| 13,000 |
| Less: Related tax effect (C) |
| (3,393 |
| ) |
| Adjusted net income (D=A+B-C) - Non-GAAP |
| $ |
| 7,934 |
| Average assets (E) |
| $ |
| 2,815,040 |
| Return on average assets (= A / E) - most directly comparable GAAP-based measure |
| (0.68)% |
| Return on average assets, adjusted (= D / E) - Non-GAAP |
| 1.12 |
| % |
| Average equity (F) |
| $ |
| 241,866 |
| Return on average equity (= A / F) - most directly comparable GAAP-based measure |
| (7.92)% |
| Return on average equity, adjusted (= D / F) - Non-GAAP |
| 13.02 |
| % |
| Weighted average shares - basic (G) - most directly comparable GAAP-based measure |
| 10,369 |
| Basic loss per share (= A / G) - most directly comparable GAAP-based measure |
| $ |
| (0.47 |
| ) |
| Basic earnings per share, adjusted (= D / G) - Non-GAAP |
| $ |
| 0.77 |
| Weighted average shares - diluted (H) - most directly comparable GAAP-based measure |
| 10,369 |
| Diluted loss per share (= A / H) - most directly comparable GAAP-based measure |
| $ |
| (0.47 |
| ) |
| Diluted earnings per share, adjusted (= D / H) - Non-GAAP |
| $ |
| 0.75 |
| Noninterest expense (I) - most directly comparable GAAP-based measure |
| $ |
| 36,412 |
| Less: Restructuring expenses (B) |
| (3,155 |
| ) |
| Less: Provision for legal expenses (B) |
| (13,000 |
| ) |
| Adjusted noninterest expense (J = I - B) - Non-GAAP |
| $ |
| 20,257 |
| Net interest income (K) |
| $ |
| 25,455 |
| Noninterest income (L) |
| 6,058 |
| Total operating income (M = K + L) |
| $ |
| 31,513 |
| Efficiency ratio (= I / M) - most directly comparable GAAP-based measure |
| 115.5 |
| % |
| Efficiency ratio, adjusted (= J / M) - Non-GAAP |
| 64.3 |
| % |
Appendix B- Investment Portfolio Concentrations
The following table summarizes the credit ratings and collateral associated with the Company's investment security portfolio, excluding equity securities, at June 30, 2023:
(dollars in thousands)
| Sector |
| Portfolio Mix |
| Amortized Book |
| Fair Value |
| Credit Enhancement |
| AAA |
| AA |
| A |
| BBB |
| NR |
| Collateral / Guarantee Type |
| Unsecured ABS |
| 1 |
| % |
| $ |
| 4,331 |
| $ |
| 3,761 |
| 32 |
| % |
| — |
| % |
| — |
| % |
| — |
| % |
| — |
| % |
| 100 |
| % |
| Unsecured Consumer Debt |
| Student Loan ABS |
| 1 |
| 6,171 |
| 6,024 |
| 27 |
| — |
| — |
| — |
| — |
| 100 |
| Seasoned Student Loans |
| Federal Family Education Loan ABS |
| 19 |
| 104,657 |
| 102,466 |
| 8 |
| 89 |
| 11 |
| — |
| — |
| — |
| Federal Family Education Loan (1) |
| PACE Loan ABS |
| — |
| 2,585 |
| 2,209 |
| 6 |
| 100 |
| — |
| — |
| — |
| — |
| PACE Loans (4) |
| Non-Agency CMBS |
| 4 |
| 23,888 |
| 23,953 |
| 19 |
| — |
| — |
| — |
| — |
| 100 |
| Non-Agency RMBS |
| 3 |
| 16,789 |
| 13,100 |
| 14 |
| 100 |
| — |
| — |
| — |
| — |
| Reverse Mortgages (2) |
| Municipal - General Obligation |
| 19 |
| 104,526 |
| 94,355 |
| 4 |
| 90 |
| 6 |
| — |
| — |
| Municipal - Revenue |
| 22 |
| 120,251 |
| 107,226 |
| — |
| 82 |
| 12 |
| — |
| 6 |
| SBA ReRemic (5) |
| 1 |
| 4,182 |
| 4,133 |
| — |
| 100 |
| — |
| — |
| — |
| SBA Guarantee (3) |
| Small Business Administration |
| 2 |
| 9,595 |
| 10,226 |
| — |
| 100 |
| — |
| — |
| — |
| SBA Guarantee (3) |
| Agency MBS |
| 24 |
| 135,067 |
| 123,668 |
| — |
| 100 |
| — |
| — |
| — |
| Residential Mortgages (3) |
| U.S. Treasury securities |
| 4 |
| 20,064 |
| 17,373 |
| — |
| 100 |
| — |
| — |
| — |
| U.S. Government Guarantee (3) |
| Bank CDs |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| FDIC-Insured CD |
| 100 |
| % |
| $ |
| 552,106 |
| $ |
| 508,494 |
| 21 |
| % |
| 67 |
| % |
| 4 |
| % |
| — |
| % |
| 8 |
| % |
| (1) 97% guaranteed by U.S. government |
| (2) Non-agency reverse mortgages with current structural credit enhancements |
| (3) Guaranteed by U.S. government or U.S. government agencies |
| (4) PACE acronym represents Property Assessed Clean Energy loans |
| (5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits |
| Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor's, Moody's, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor's rates U.S. government obligations at AA+. |
About the Company
With $3.0 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company's lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. 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 common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com .
Cautionary Note Regarding Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the Company's management with respect to, among other things, future events and the Company's financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company's industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company's control, and include, but are not limited to, statements related to new business development, new loan opportunities, growth in the balance sheet and fee-based revenue lines of business, merger and acquisition activity, cost savings initiatives, reducing risk assets and mitigating losses in the future. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, successful merger and acquisition activity, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results of the Company's operations to differ materially from expectations include, but are not limited to: ineffectiveness of the Company's strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; the integration of the Company's strategic acquisitions; the inability to fully achieve expected savings, efficiencies or synergies from mergers and acquisitions and cost savings initiatives, or taking longer than estimated for such savings, efficiencies and synergies to be realized; changes in laws and regulations; interest rate movements; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with pending litigation and legal proceedings; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2022 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequently filings made with the Securities and Exchange Commission. The statements are valid only as of the date hereof and we disclaim any obligation to update this information. The foregoing list of factors is not exhaustive.
If one or more events related to these or other risks or uncertainties materializes, or if the Company's underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company's behalf may issue.
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.