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 18, 2005
ORRSTOWN FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 33-18888 23-2530374
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
77 East King Street
P. O. Box 250, Shippensburg, Pennsylvania 17257
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 532-6114
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N/A
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(Former name or former address, if changed since last report)
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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
third quarter 2005 earnings of $2,762,000, or $.51 per
share versus $1,966,000, or $.37 per share for the third
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 October 18, 2005 of
Orrstown
Financial Services, Inc.
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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 18, 2005 /S/Bradley S. Everly
-----------------------------
Bradley S. Everly
Senior Vice President & CFO
Chief Financial Officer
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Index to Exhibits Found on Page 5
EXHIBIT INDEX
Page
Number
In
Manually
Exhibit Signed
Original
99 News Release, dated October 18, 2005,
of Orrstown Financial Services,
Inc. 6
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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
Orrstown Financial Services, Inc.
Reports Record Third Quarter Earnings
Shippensburg, PA (October 18, 2005) - Orrstown Financial Services,
Inc. (OTC Bulletin Board: ORRF), the parent company of Orrstown Bank, has
announced third quarter 2005 earnings of $2,762,000, or $.51 per share
versus $1,966,000, or $.37 per share for the third quarter of 2004. This
represents a 40.5% increase in third quarter earnings compared to the prior
year. Net income for the nine months ended September 30, 2005 was
$7,493,000, or an 32.3% increase over the $5,663,000 earned in 2004.
Earnings per share grew 31.1% from $1.06 per share for the first nine
months of 2004 to $1.39 for the first nine months of 2005.
The 2005 third quarter cash dividend declared was $.15 per share
versus $.1238 per share during the third quarter of 2004, which reflects a
21.2% increase. Dividends declared for the nine months ended September 30,
2005 totaled $.4233 per share versus $.3524 per share for the same period
in 2004, or an increase of 20.1%. All per share amounts have been restated
to reflect the 5% stock dividend of June 2005.
Return on average assets and return on average equity were 1.92% and
20.04% respectively for the third quarter of 2005 versus 1.53% and 16.77%
respectively for the third quarter of 2004.
Net interest income rose $2,847,000, or 20.5% to $16,716,000 during
the first nine months of 2005 versus $13,869,000 for the first nine months
of 2004. Non-interest income, excluding securities transactions, increased
$1,873,000, or 37.0% to $6,937,000 during the first nine months of 2005
versus the $5,064,000 generated a year earlier.
"Our results this year are again validating the business model we
employ," commented Kenneth R. Shoemaker, President and Chief Executive
Officer. "We strive to attract talented and dedicated staff and give them
the opportunity to succeed. We remain committed to providing our customers
with the best banking experience possible as we maintain our tradition of
excellence."
-- MORE --
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With over $580 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.
A summary of financial highlights follows:
For Quarter Ended: September 30, September 30, % Change
2005 2004
Net Income $2,762,000 $1,966,000 + 40.5%
Primary Earnings Per Share $.51 $.37 + 37.8%
Diluted Earnings Per Share $.49 $.35 + 40.0%
Dividends Per Share $.15 $.1238 + 21.2%
Return on Assets 1.92% 1.53%
Return on Equity 20.04% 16.77%
For Nine Months Ended: September 30, September 30, % Change
2005 2004
Net Income $7,493,000 $5,663,000 + 32.3%
Primary Earnings Per Share $1.39 $1.06 + 31.1%
Diluted Earnings Per Share $1.33 $1.02 + 30.4%
Dividends Per Share $.4233 $.3524 + 20.1%
Return on Assets 1.84% 1.54%
Return on Equity 19.11% 16.62%
Balance Sheet Highlights: September 30, September 30, % Change
2005 2004
Assets $581,180,000 $519,403,000 + 11.9%
Loans, Gross $439,206,000 $379,021,000 + 15.9%
Deposits $452,288,000 $397,411,000 + 13.8%
Equity $ 55,219,000 $ 47,435,000 + 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.
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