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 - April 14, 2005
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 record first quarter 2005 earnings of
$ 2,171,000, or $ .42 per share, up 20.2% from the
$ 1,806,000, or $ .35 per share, earned during the
first 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 April 14, 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: April 14, 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 April 14, 2005,
of Orrstown Financial Services,
Inc. 6
Page 5 of 7 Numbered Pages
Index to Exhibits Found on Page 5
Exhibit 99
FOR IMMEDIATE RELEASE CONTACT:
Robert J. Gentry
Director of Marketing
717-530-3545 Phone
717-530-5664 Fax
Orrstown Financial Services, Inc. Reports
Record-Breaking First Quarter Earnings
Shippensburg, PA (April 14, 2005) - Orrstown Financial
Services, Inc. (OTC Bulletin Board: ORRF), the parent company
of Orrstown Bank, has announced record first quarter 2005
earnings of $2,171,000, or $.42 per share, up 20.2% from the
$1,806,000, or $.35 per share, earned during the first quarter
of 2004.
The 2005 first quarter cash dividend was $.14 per share
versus $.12 per share during the first quarter of 2004, which
reflects a 16.7% increase.
Return on average assets and return on average equity
were 1.70% and 17.43% respectively for the first quarter of
2005 versus 1.54% and 16.47% respectively for the first
quarter of 2004.
Net interest income rose $792,000 or 17.7% to $5,258,000
during the first quarter of 2005 versus $4,466,000 during the
first quarter of 2004. Non-interest income, excluding
securities transactions, rose $353,000, or 22.8% to $1,903,000
versus the $1,550,000 generated a year ago.
"We are delighted with the continued strong performance
of the Company," said Kenneth R. Shoemaker, President and
Chief Executive Officer. "Our reputation as a customer focused
local institution positions us well to take advantage of
growth opportunities presented to us in a vibrant and growing
market."
With over $530 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
in Cumberland and Franklin Counties in 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: March 31, 2005 March 31, 2004 % Change
Net Income $2,171,000 $1,806,000 + 20.2%
Earnings Per Share - $.42 $.35 + 20.0%
Primary $.41 $.34 + 20.6%
Earnings Per Share - $.14 $.12 + 16.7%
Diluted
Dividends Per Share March 31, 2005 March 31, 2004 % Change
$531,011,000 $478,394,000 + 11.0%
Balance Sheet $402,702,000 $359,165,000 + 12.1%
Highlights: $418,851,000 $370,313,000 + 13.1%
Assets $50,553,000 $44,848,000 + 12.7%
Loans, Gross
Deposits
Equity
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