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 22, 2004
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) 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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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit:
99 News Release, dated July 20, 2004, of Orrstown
Financial Services, Inc.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Regulation FD Disclosure.
Not Applicable.
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Item 10. Amendments to the Registrant's Code of Ethics.
Not Applicable.
Item 11. Temporary Suspension of Trading Under Registrant's
Employee Benefit Plans.
Not Applicable.
Item 12. Results of Operations and Financial Condition.
Orrstown Financial Services, Inc., parent company
of Orrstown Bank, has announced record second
quarter 2004 earnings.
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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 22, 2004 /s/ Bradley S. Everly
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Bradley S. Everly
Senior Vice President & CFO
Chief Financial Officer
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EXHIBIT INDEX
Page Number
In Manually
Exhibit Signed
Original
99 News Release, dated July 20, 2004,
of Orrstown Financial Services 6
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Exhibit 99
ORRSTOWN FINANCIAL SERVICES, INC.
CONTACT:
Nathan A. Eifert
Vice President
717-530-3545
FOR IMMEDIATE RELEASE neifert@orrstown.com
Orrstown Financial Services, Inc. Reports Record Second
Quarter Earnings
Shippensburg, PA (July 20, 2004) - Orrstown Financial
Services, Inc. (OTC Bulletin Board: ORRF), the parent
company of Orrstown Bank, has announced record second
quarter 2004 earnings of $ 1,891,000, or $ .37 per share
versus $ 1,817,000, or $ .36 per share for the second
quarter of 2003. This represents a 4.1% increase in second
quarter earnings compared to the prior year, and is a 4.7%
increase over the first quarter 2004 results. Net income
for the six months ended June 30, 2004 was $ 3,697,000, or a
10.0% increase over the $ 3,361,000 earned in 2003.
Earnings per share grew 7.5% from $ .67 per share for the
first six months of 2003 to $ .72 for the first half of
2004.
The 2004 second quarter cash dividend was $ .12 per
share versus $ .105 per share during the second quarter of
2003, which reflects a 14.3% increase. Dividends declared
for the six months ended June 30, 2004 totaled $ .24 per
share versus $ .2005 per share for the same period in 2003,
or an increase of 19.7%. All per share amounts have been
restated to reflect a 2-for-1 stock split paid February 10,
2004.
Return on average assets and return on average equity
were 1.55% and 16.62% respectively for the second quarter of
2004 versus 1.67% and 18.38% respectively for the second
quarter of 2003.
Net interest income rose $ 899,000, or 11.0% to
$ 9,065,000 during the first half of 2004 versus $ 8,166,000
during the first half of 2003. Non-interest income,
excluding securities transactions, rose $ 260,000, or 8.7%
to $ 3,246,000 during the first six months versus the
$ 2,986,000 generated a year earlier.
"Our company's financial position is extremely healthy
and we have an appetite to increase our market share,"
commented Kenneth R. Shoemaker, President and Chief
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Executive Officer. "Going forward, we will be as committed
as ever to our corporate objective of increasing shareholder
value. Through careful, prudent financial management, we
will return capital to our investors while maintaining the
flexibility to pursue emerging growth opportunities."
With over $ 490 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, 2004 June 30, 2003 % Change
Net Income $ 1,891,000 $ 1,817,000 + 4.1%
Primary Earnings Per Share $ .37 $ .36 + 2.8%
Diluted Earnings Per Share $ .36 $ .35 + 2.9%
Dividends Per Share $ .12 $ .105 + 14.3%
Return on Assets 1.55% 1.67%
Return on Equity 16.62% 18.38%
For Six Months Ended: June 30, 2004 June 30, 2003 % Change
Net Income $ 3,697,000 $ 3,361,000 + 10.0%
Primary Earnings Per Share $ .72 $ .67 + 7.5%
Diluted Earnings Per Share $ .70 $ .65 + 7.7%
Dividends Per Share $ .24 $ .2005 + 19.7%
Return on Assets 1.55% 1.60%
Return on Equity 16.55% 17.28%
Balance Sheet Highlights: June 30, 2004 June 30, 2003 % Change
Assets $ 492,036,000 $ 449,762,000 + 9.4%
Loans, Gross $ 372,533,000 $ 314,019,000 + 18.6%
Deposits $ 388,320,000 $ 343,963,000 + 12.9%
Equity $ 45,532,000 $ 40,338,000 + 12.9%
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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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