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 - July 20, 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)
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 record second quarter 2005
earnings of $ 2,560,000, or $ .45 per fully diluted share
versus $ 1,891,000, or $ .34 per share for the second
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 July 20, 2005 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: July 20, 2005 /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 July 20, 2005,
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
Reports Record Second Quarter Earnings
Shippensburg, PA (July 20, 2005) - Orrstown
Financial Services, Inc. (OTC Bulletin Board: ORRF),
the parent company of Orrstown Bank, has announced
record second quarter 2005 earnings of $2,560,000, or
$.45 per fully diluted share versus $1,891,000, or $.34
per share for the second quarter of 2004. This
represents a 35.4% increase in second quarter earnings
compared to the prior year, and is a 17.9% increase
over first quarter 2005 results. Net income for the
six months ended June 30, 2005 was $4,731,000, or a
28.0% increase over the $3,697,000 earned in 2004.
Earnings per diluted share grew 25.4% from $.67 per
share for the first six months of 2004 to $.84 for the
first half of 2005.
The 2005 second quarter cash dividend was $.14 per
share versus $.1143 per share during the second quarter
of 2004, which reflects a 22.5% increase. Dividends
declared for the six months ended June 30, 2005 totaled
$.2733 per share versus $.2286 per share for the same
period in 2004, or an increase of 19.6%. All per share
amounts have been restated to reflect a 5% stock
dividend paid June 29, 2005.
Return on average assets and return on average
equity were 1.90% and 19.73% respectively for the
second quarter of 2005 versus 1.55% and 16.62%
respectively for the second quarter of 2004.
Net interest income rose $1,789,000, or 19.7% to
$10,854,000 during the first half of 2005 versus
$9,065,000 during the first half of 2004. Non-interest
income, excluding securities transactions, rose
$964,000, or 29.7% to $4,210,000 during the first six
months of 2005 versus the $3,246,000 generated a year
earlier.
According to Kenneth R. Shoemaker, President and
Chief Executive Officer, "We are very pleased with both
the growth and earnings momentum we are achieving this
year. We believe that our commitment to delivering
unparalleled service to those in our market, who expect
and value this level of dedication, is driving our
success. These results affirm our success in executing
this strategy."
-- MORE -
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With over $570 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: June 30, 2005 June 30, 2004 % Change
Net Income $2,560,000 $1,891,000 + 35.4%
Primary Earnings Per Share $.48 $.35 + 37.1%
Diluted Earnings Per Share $.45 $.34 + 32.4%
Dividends Per Share $.14 $.1143 + 22.5%
Return on Assets 1.90% 1.55%
Return on Equity 19.73% 16.62%
For Six Months Ended: June 30, 2005 June 30, 2004 % Change
Net Income $4,731,000 $3,697,000 + 28.0%
Primary Earnings Per Share $.88 $.69 + 27.5%
Diluted Earnings Per Share $.84 $.67 + 25.4%
Dividends Per Share $.2733 $.2286 + 19.6%
Return on Assets 1.80% 1.55%
Return on Equity 18.61% 16.55%
Balance Sheet Highlights: June 30, 2005 June 30, 2004 % Change
Assets $574,019,000 $492,036,000 + 16.7%
Loans, Gross $424,252,000 $372,533,000 + 13.9%
Deposits $453,446,000 $388,320,000 + 16.8%
Equity $ 53,076,000 $ 45,532,000 + 16.6%
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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