UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year endedended: December 31, 2004
2005
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 33-18888
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2530374
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
77 East King Street, P. O. Box 250, Shippensburg, Pennsylvania 17257
(Address of principal executive offices) (Zip Code)
Registrant's
| Pennsylvania | 23-2530374 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
Title of each class
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X
| Yes x | No ¨ |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405(§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Act.) Yes X¨ No Asx
Aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the common equity was last sold on December 31, 2005 was $170,296,175.
Number of shares outstanding of the registrant’s common stock as of December 31, 2004, 5,126,205 shares of the registrant's common stock were
outstanding. The aggregate market value of such shares held by non-affiliates
on that date was $ 222,766,785.
2005: 5,439,227.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annualAnnual Financial Report to shareholders report for the year ended December 31, 20042005 are incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the 20052006 Annual Meeting of Security Holders are incorporated by reference in Part III of this Form 10-K.
ORRSTOWN FINANCIAL SERVICES, INC.
FORM 10-K
Part I
Item 1. Business 3
Item 2. Properties 6
Item 3. LegalProceedings 6
Item 3a. Executive Officers of the Registrant 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Part II
Item 5. Market for Registrant's Common Equity and Related
Security Holder Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 16
Item 9a. Controls and Procedures 16
Item 9b. Other Information 16
Part III
Item 10. Directors and Executive Officers of the Registrant 17
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and
Management 17
Item 13. Certain Relationships and Related Transactions 17
Item 14. Principal Accountant Fees and Services 17
Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 18
Signatures 20
Part I
Item 1. Business.History
| Item 1. | Business. |
History and Business
Orrstown Financial Services, Inc. (the Corporation) is a financial holding company registered under the Gramm-Leach-
BlileyGramm-Leach-Bliley Act. Orrstown Financial Services, Inc. was organized on November 17, 1987, under the laws of the Commonwealth of Pennsylvania for the purpose of acquiring Orrstown Bank (the Bank), Shippensburg, Pennsylvania, and such other banks and bank related activities as are permitted by law and desirable. On March 8, 1988, Orrstown Financial Services, Inc. acquired 100% ownership of Orrstown Bank, issuing 131,455 shares of Orrstown Financial Services, Inc.'s’s common stock to the former Bank shareholders.
The Corporation files periodic reports with the Securities and Exchange Commission (SEC) in the form of 10-Q's10-Q’s - quarterly reports; 10-K - annual report; annual proxy statements and Form 8-K for any significant events that may arise during the year. Copies of the Corporation'sCorporation’s filings may be obtained free of charge through the SEC'sSEC’s internet site at www.sec.gov or by accessing the Corporation'sCorporation’s website at www.orrstown.com. Copies of the Corporation’s filings also are available to be read and copied at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
Orrstown Financial Services, Inc.'s’s primary activity consists of owning and supervising its two subsidiaries, Orrstown Bank and Pennbanks Insurance Company Cell P1. Orrstown Bank is engaged in providing banking and bank related services in South Central Pennsylvania, principally Franklin and Cumberland Counties, where its fourteen branches are located in Shippensburg (2), Carlisle (4), Spring Run, Orrstown, Chambersburg (4)(3), Greencastle, Mechanicsburg and Mechanicsburg,Camp Hill, Pennsylvania. The day-to-day management of Orrstown Bank is conducted by the subsidiary'ssubsidiary’s officers. Pennbanks Insurance Company Cell P1 is a reinsurer of credit life, and disability insurance which services customers of Orrstown Bank. Orrstown Financial Services, Inc. derives a majority of its current income from Orrstown Bank.
Orrstown Financial Services, Inc. has no employees other than its five officers who are also employees of the Bank, its subsidiary. On December 31, 2004,2005, the Bank had 140159 full-time and 3031 part-time employees.
Orrstown Bank was organized as a state-chartered bank in 1987 as part of an agreement and plan of merger between Orrstown Financial Services, Inc. and Orrstown Bank, the predecessor of Orrstown Bank, under which Orrstown Bank became a wholly-owned subsidiary of Orrstown Financial Services, Inc. As indicated, the Bank is the successor to Orrstown Bank which was originally organized in 1919.
The Bank is engaged in commercial banking and trust business as authorized by the Pennsylvania Banking Code of 1965. This involves accepting demand, time and savings deposits, and granting loans. The Bank grants agribusiness, commercial and residential loans to customers in South Central Pennsylvania, principally Franklin and Cumberland Counties. The concentrations of credit by type of loan are set forth on the face of the balance sheet (page 43 of the annual report to shareholders). The Bank maintains a diversified loan portfolio and evaluates each customer'scustomer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management'smanagement’s credit evaluation of the customer and collateral standards established in the Bank'sBank’s lending policies and procedures.
All secured loans are supported with appraisals of collateral. Business equipment and machinery, inventories, accounts receivable, and farm equipment are considered appropriate security, provided they meet acceptable standards for liquidity and marketability. Loans secured by equipment and/or other non real estate collateral normally do not exceed 70% of appraised value or cost, whichever is lower. Loans secured by real estate generally do not exceed 80% of the appraised value of the property. Loan to collateral values are monitored as part of the loan review, and appraisals are updated as deemed appropriate in the circumstances.
Administration and supervision over the lending process is provided by the Bank'sBank’s Credit Administration Department. The loan review process is continuous, commencing with the approval of a loan. Each new loan is reviewed by the Loan Department for compliance with banking regulations and lending policy requirements for documentation, collateral standards, and approvals. The Bank employeesemploys a Loan Review Officer, who is independent from the Loan function and reports directly to the Chief Operating Officer and the Directors'Directors’ Credit Administration Committee. The Loan Review Officer continually monitors and evaluates loan customers utilizing risk-rating criteria established in the lending policyLoan Review Policy in order to spot deteriorating trends and detect conditions which might indicate potential problem loans. The Loan Review Officer reports the results of the loan reviews at least quarterly or more frequently to the Directors'Directors’ Credit Administration Committee for approval and provides the basis for evaluating the adequacy of the allowance for loan losses.
Through its trust department, the Bank renders services as trustee, executor, administrator, guardian, managing agent, custodian, investment advisor, and other fiduciary activities authorized by law.
As of December 31, 2004,2005, the Corporation had total assets of approximately $ 515$601 million, total shareholders'shareholders’ equity of approximately $ 49$57 million and total deposits of approximately $ 405$463 million.
Regulation and Supervision
Orrstown Financial Services, Inc. is a financial holding company, and is registered as such with the Board of Governors of the Federal Reserve System (the Federal Reserve Board). As a registered bank holding company and financial holding company, the Corporation is subject to regulation under the Bank Holding Company Act of 1956 and to inspection, examination, and supervision by the Federal Reserve Board.
The operations of the Bank are subject to federal and state statutes applicable to banks chartered under the banking laws of the United States, and to banks whose deposits are insured by the Federal Deposit Insurance Corporation. Bank operations are also subject to regulations of the Pennsylvania Department of Banking, the Federal Reserve Board, and the Federal Deposit Insurance Corporation (FDIC).
Several of the more significant regulatory provisions applicable to banks and financial holding companies to which the Corporation and its subsidiaries are subject are discussed below, along with certain regulatory matters concerning the Corporation and its subsidiaries. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory provisions. Any change in applicable law or regulation may have a material effect on the business and prospects of the Corporation and its subsidiaries.
Financial and Bank Holding Company Activities
"Financial
“Financial in Nature"Nature” Requirement. As a financial holding company, the Corporation may engage in, and acquire companies engaged in, activities that are considered "financial“financial in nature"nature”, as defined by the Gramm-Leach-Bliley Act and Federal Reserve Board interpretations. These activities include, among other things, securities underwriting, dealing and market-making, sponsoring mutual funds and investment companies, insurance underwriting and agency activities, and merchant banking. If any banking subsidiary of the Corporation ceases to be "well capitalized"“well capitalized” or "well managed"“well managed” under applicable regulatory standards, the Federal Reserve Board may, among other things, place limitations on the Corporation'sCorporation’s ability to conduct the broader financial activities permissible for financial holding companies or, if the deficiencies persist, require the Corporation to divest the banking subsidiary. In addition, if any banking subsidiary of the Corporation receives a Community Reinvestment Act rating of less than satisfactory, the Corporation would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. The Corporation may engage directly or indirectly in activities considered financial in nature, either de novo or by acquisition, as long as it gives the Federal Reserve Board after-the-fact notice of the new activities.
Pending Acquisition and Recent Developments
On November 22, 2005 the Corporation announced the signing of an agreement to acquire the First National Bank of Newport located in Perry County, Pennsylvania (First National). The acquisition is subject to regulatory approval as well as approval of First National shareholders. Under the terms of the agreement, Newport will continue to operate under the same name as a subsidiary of Orrstown Financial Services, Inc. Following the Merger, the current directors of First National and Peter C. Zimmerman, President of First National, will continue to serve in such positions with the surviving bank and Mr. Zimmerman will be appointed to the Corporation’s board of directors. In addition, after the Merger Kenneth R. Shoemaker, President and Chief Executive Officer of the Corporation, will be appointed to the board of directors of First National. The transaction is expected to close during the second quarter of 2006. Further discussion related to the acquisition is included in the Annual Financial Report under Note 20 Commitments, in the Notes to Consolidated Financial Statements.
Interstate Banking and Branching. Branching
As a bank holding company, the Corporation is required to obtain prior Federal Reserve Board approval before acquiring more than 5% of the voting shares, or substantially all of the assets, of a bank holding company, bank, or savings association. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act (Riegle-Neal), subject to certain concentration limits and other requirements, bank holding companies such as the Corporation may acquire banks and bank holding companies located in any state. Riegle-Neal also permits banks to acquire branch offices outside their home states by merging with out-of-state banks, purchasing branches in other states, and establishing de novo branch offices in other states. The ability of banks to acquire branch offices is contingent, however, on the host state having adopted legislation "opting in"“opting in” to those provisions of Riegle-Neal. In addition, the ability of a bank to merge with a bank located in another state is contingent on the host state not having adopted legislation "opting out"“opting out” of that provision of Riegle-Neal. The Corporation will be expanding its market south into Hagerstown, Maryland with its first branch opening slated for the first quarter of 2006. The Bank has entered into an agreement to lease an existing banking office at 201 South Cleveland Avenue in Hagerstown.
Control Acquisitions. Acquisitions
The Change in Bank Control Act prohibits a person or group of persons from acquiring "control"“control” of a bank holding company, unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Corporation, would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company. In addition, a company is required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the case of an aquiror that is a bank holding company) or more of any class of outstanding voting stock of a bank holding company, or otherwise obtaining control or a "controlling
influence"“controlling influence” over that bank holding company.
Liability for Banking Subsidiaries
Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to their support. This support may be required at times when the bank holding company may not have the resources to provide it. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, the FDIC can hold any FDIC-insured depository institution liable for any loss suffered or anticipated by the FDIC in connection with (1) the "default"“default” of a commonly controlled FDIC-insured depository institution; or (2) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution "in“in danger of default"default”.
Capital Requirements
Information concerning the Corporation and its subsidiaries with respect to capital requirements is incorporated by reference from Note 15, "Regulatory
Matters"“Regulatory Matters”, of the "Notes“Notes to Consolidated Financial Statements"Statements” included under Item 8 of this report, and from the "Capital“Capital Adequacy and Regulatory Matters"Matters” section of the "Management's“Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations"Operations”, included under Item 7 of this report.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), and the regulations promulgated under FDICIA, among other things, established five capital categories for insured depository institutions -– well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized -– and requires federal bank regulatory agencies to implement systems for "prompt“prompt corrective action"action” for insured depository institutions that do not meet minimum capital requirements based on these categories. Unless a bank is well capitalized, it is subject to restrictions on its ability to offer brokered deposits and on certain other aspects of its operations. An undercapitalized bank must develop a capital restoration plan and its parent bank holding company must guarantee the bank'sbank’s compliance with the plan up to the lesser of 5% of the bank'sbank’s assets at the time it became undercapitalized and the amount needed to comply with the plan. As of December 31, 2004,2005, the Bank was considered well capitalized based on the guidelines implemented by the bank regulatory agencies.
Dividend Restrictions
The Corporation'sCorporation’s funds for cash distributions to its shareholders are derived from a variety of sources, including cash and temporary investments. One of the principal sources of those funds is dividends received from its subsidiary Orrstown Bank. Various federal laws limit the amount of dividends the Bank can pay to the Corporation without regulatory approval. In addition, federal bank regulatory agencies have authority to prohibit the Bank from engaging in an unsafe or unsound practice in conducting their business. The payment of dividends, depending upon the financial condition of the bank in question, could be deemed to constitute an unsafe or unsound practice. The ability of the Bank to pay dividends in the future is currently, and could be further, influenced by bank regulatory policies and capital guidelines. Additional information concerning the Corporation and its banking subsidiary with respect to dividends is incorporated by reference from Note 15, "Regulatory
Matters"“Regulatory Matters”, of the "Notes“Notes to Consolidated Financial Statements"Statements” included under Item 8 of this report, and the "Capital“Capital Adequacy and Regulatory Matters"Matters” sections of "Management's“Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations"Operations”, included under Item 7 of this report.
Depositor Preference Statute
In the "liquidation“liquidation or other resolution"resolution” of an institution by any receiver, U.S. federal legislation provides that deposits and certain claims for administrative expenses and employee compensation against the insured depository institution would be afforded a priority over the general unsecured claims against that institution, including federal funds and letters of credit.
Other Federal Laws and Regulations
Our
The Corporation’s operations are subject to additional federal laws and regulations applicable to financial institutions, including, without limitation:
-
Sarbanes-Oxley Act of 2002
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity securities registered or that file reports under the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violations of the securities laws. Many of the provisions were effective immediately while other provisions become effective over a period of time and are subject to rulemaking by the SEC. Because the Corporation'sCorporation’s common stock is registered with the SEC, it is currently subject to this Act. As an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934, the Corporation was subject to section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2004.
Future Legislation
Changes to the laws and regulations in the state where the Corporation and the Bank do business can affect the operating environment of bank holding companies and their subsidiaries in substantial and unpredictable ways. The Corporation cannot accurately predict whether those changes in laws and regulations will occur, and, if those changes occur, the ultimate effect they would have upon the financial condition or results of operations of the Corporation.
Forward Looking Statements
Additional information concerning the Corporation and its banking subsidiary with respect to forward looking statements is incorporated by reference from the "Important“Important Factors Relating to Forward Looking Statements"Statements” section of the "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations,"” included in this Report under Item 7.
Competition
The Bank'sBank’s principal market area consists of Franklin County and Cumberland County, Pennsylvania. It services a substantial number of depositors in this market area, with the greatest concentration within a radius of Chambersburg, Shippensburg, and Carlisle, Pennsylvania.
The Bank, like other depository institutions, has been subjected to competition from less heavily regulated entities such as credit unions, brokerage firms, money market funds, consumer finance and credit card companies, and other commercial banks, many of which are larger than the Bank. The principal methods of competing effectively in the financial services industry include improving customer service through the quality and range of services provided, improving efficiencies and pricing services competitively. Orrstown Bank is competitive with all competingthe financial institutions in its service area with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.
One outgrowth of the competitive environment discussed above has been significant consolidation within the financial services industry on a global, national, and regional level. We continue to implement strategic initiatives focused on expanding our core businesses and to explore, on an ongoing basis,
acquisition, divestiture, and joint venture opportunities. We analyze each of our products and businesses in the context of customer demands, competitive advantages, industry dynamics, and growth potential.
Item 2. Properties.
| Item 1A | Risk Factors |
There are a number of significant risks and uncertainties, including those specified below, that may adversely affect the Corporation’s business, financial results or stock price. Additional risks that the Corporation currently does not know about or currently views as immaterial may also impair the Corporation’s business or adversely impact its financial results or stock price.
Factors that might cause such differences include, but are not limited to the following: (1) competitive pressures among financial institutions increasing significantly in the markets where the Corporation operates; (2) general business and economic conditions, either nationally or locally being less favorable than expected; (3) changes in the domestic interest rate environment could reduce the Corporation’s net interest income; (4) legislation or regulatory changes which adversely affect the ability of the Corporation to conduct its current or future operations; (5) acts or threats of terrorism and political or military actions taken by the United States or other governments and natural disasters globally or nationally could adversely affect general economic or industry conditions; (6) operational losses related to or resulting from: the risk of fraud by employees or persons outside of the Corporation, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of the internal control system, business continuation and disaster recovery, as well as security risks associated with “hacking” and “identity theft”; (7) negative publicity could damage the Corporation’s reputation and adversely impact its business and/or stock trades and prices; (8) acquisitions may not produce revenue enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties; (9) the Corporation relies on other companies to provide key components of business infrastructure in the form of third party vendors. Third party vendors could adversely affect the ability of the Corporation to perform its normal course of business or deliver products and services to its customers; (10) and other risk factors that may occur in current or future operations.
| Item 1B | Unresolved Staff Comments |
None
| Item 2. | Properties. |
Orrstown Bank owns buildings in Orrstown, Shippensburg (2), Carlisle (2), Spring Run, Chambersburg (3), and Mechanicsburg, Pennsylvania. Offices of the Bank are located in each of these buildings. It also leases space for offices located in Greencastle, Chambersburg,Carlisle (2) and Carlisle (2),Camp Hill, Pennsylvania.
Item 3. Legal Proceedings.
| Item 3. | Legal Proceedings. |
Orrstown Financial Services, Inc. is an occasional party to legal actions arising in the ordinary course of its business. In the opinion of management, the Corporation has adequate legal defenses and/or insurance coverage respecting any and each of these actions and does not believe that they will materially affect the Corporation'sCorporation’s operations or financial position.
Item 3a. Executive Officers of Registrant
The following table sets forth selected information about the principal
officers of the holding company, each of whom is elected by the Board of
Directors and each of whom holds office at the discretion of the Board.
| Item 4. | Submission of |
None
Part II
Orrstown Financial Services, Inc.'s’s common stock is not traded on a national securities exchange, but is tradedexchange. Quotations for shares of the Corporation’s common stock are reported through the localOTC Bulletin Board service under the symbol ORRF, and are traded over the counter local
markets underwith brokers who make a market in the symbol ORRF.stock. At December 31, 2004,2005, the approximate number of shareholders of record was approximately 2,555.2,725. The price ranges for Orrstown Financial Services, Inc. common stock set forth below are the approximate bid prices obtained from brokers who make a market in the stock.
| 2005 | 2004 | |||||||||||||||||
| Market Price | Quarterly Dividend | Market Price | Quarterly Dividend | |||||||||||||||
Dividend (1) | High | Low | High | Low | ||||||||||||||
First quarter | $ | 47.62 | $ | 39.05 | $ | 0.133 | $ | 47.62 | $ | 30.95 | $ | 0.114 | ||||||
Second quarter | $ | 43.75 | $ | 37.14 | $ | 0.140 | $ | 41.90 | $ | 38.10 | $ | 0.114 | ||||||
Third quarter | $ | 42.20 | $ | 37.55 | $ | 0.150 | $ | 44.76 | $ | 38.38 | $ | 0.124 | ||||||
Fourth quarter | $ | 37.95 | $ | 34.45 | $ | 0.160 | $ | 43.10 | $ | 40.00 | $ | 0.124 | ||||||
| (1) | Note: All per share data has been restated after giving retroactive recognition to a 2-for-1 stock split paid February 10, 2004 |
See Note 15 to the financial statements contained in the annual shareholders'shareholders’ report for the year ended December 31, 20042005 for restrictions on the payment of dividends.
Item 6. Selected Financial Data.
| Item 6. | Selected Financial Data. |
The selected five-year financial data on page 3435 of the annual shareholders'shareholders’ report for the year ended December 31, 20042005 is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation. |
Contractual obligation payments due by period of the Corporation as of December 31, 20042005 are as follows:
(Dollars in thousands) | Less than 1 year | 2 - 3 years | 4 - 5 years | More than 5 years | Total | ||||||||||
Contractual obligations | |||||||||||||||
Long-term debt obligations | $ | 5,894 | $ | 14,124 | $ | 926 | $ | 19,362 | $ | 40,306 | |||||
Operating lease obligations | 242 | 428 | 298 | 0 | 968 | ||||||||||
Total | $ | 6,136 | $ | 14,552 | $ | 1,224 | $ | 19,362 | $ | 41,274 | |||||
All other information required by Item 7 is included in "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” (MD&A), on pages 24 through 33 of the annual shareholders' reportAnnual Financial Report to shareholders which areis incorporated herein by reference.
Item 8.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Market risk is defined as the exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market rate or price risks. For domestic banks, the majority of market risk is related to interest rate risk.
Interest rate sensitivity management requires the maintenance of an appropriate balance between interest sensitive assets and liabilities. Interest bearing assets and liabilities that are maturing or repricing should be adequately balanced to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates. The Corporation has consistently followed a strategy of pricing assets and liabilities according to prevailing market rates while largely matching maturities, within the guidelines of sound marketing and competitive practices. Interest-earning assets are substantially made up of loans and securities. Loans are priced by management with current market rates as guidelines while achieving a positive interest rate spread and limiting credit risk. A significant part of the loan portfolio is made up of variable rate loans and loans that will become variable after a fixed term and will reprice as market rates move. Securities are purchased using liquidity and maturity terms as guidelines to obtain a more matched
position. The deposit base is a mix of transaction accounts and time deposits. Many of the interest bearing transaction accounts have discretionary pricing so great flexibility exists for deposit side price adjustments. Time deposits have set maturities as do short term and long term borrowings. Although deposit product cycles and growth are driven by the preferences of our customers, borrowings are structured with specific terms that, when aggregated with the terms for deposits and matched with interest-earning assets, mitigate our exposure to interest rate sensitivity. Rate sensitivity is measured by monthly gap analysis, quarterly rate shocks, and periodic simulation. At December 31, 2005, the twelve month cumulative gap was $34,783,000 and the RSA/ RSL cumulative ratio was 1.14% which has decreased from the 1.86% since December 31, 2004. Further discussion related to the quantitative and qualitative disclosures about market risk is included under the heading of Liquidity, Rate Sensitivity and Interest Rate Risk Analysis in the MD&A of the Annual Financial Statements and Supplementary Data.
Report to shareholders which is incorporated herein by reference.
| Item 8. | Financial Statements and Supplementary Data. |
The financial statements and supplementary data, some of which is required under Guide 3 (statistical disclosures by bank holding companies) are shown on pages 43 through 3435 of the annual shareholders'shareholders’ report for the year ended December 31, 20042005 and are incorporated herein by reference. Certain statistical information required in addition to those included in the annual shareholders'shareholders’ report are submitted herewith as follows.
Description of Statistical Information Page
Changes in net interest income tax equivalent yields 9
Investment portfolio 10
Loan portfolio 11
Summary of loan loss experience 12
Nonaccrual, delinquent and impaired loans 12
Allocation of allowances for loan losses 13
Deposits 14
Return on equity and assets 14
Consolidated summary of operations 15
Description of Statistical Information | Page | |
| 10 | ||
| 11 | ||
| 12 | ||
| 13 | ||
| 13 | ||
| 14 | ||
| 15 | ||
| 15 | ||
| 16 |
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
CHANGES IN NET INTEREST INCOME TAX EQUIVALENT YIELDS
2005 Versus 2004 Increase (Decrease) Due to Change in | 2004 Versus 2003 Increase (Decrease) Due to Change in | |||||||||||||||||||||||
(Dollars in thousands) | Average Volume | Average Rate | Total Increase (Decrease) | Average Volume | Average Rate | Total Increase (Decrease) | ||||||||||||||||||
Interest Income | ||||||||||||||||||||||||
Loans (net of unearned discounts) | $ | 3,156 | $ | 3,129 | $ | 6,285 | $ | 3,493 | $ | (850 | ) | $ | 2,643 | |||||||||||
Taxable investment securities | (84 | ) | 17 | (67 | ) | (115 | ) | 11 | (104 | ) | ||||||||||||||
Nontaxable investment securities | (97 | ) | (5 | ) | (102 | ) | (122 | ) | (72 | ) | (194 | ) | ||||||||||||
Other short-term investments | 46 | 315 | 361 | (21 | ) | 41 | 20 | |||||||||||||||||
Total interest income | 3,021 | 3,456 | 6,477 | 3,235 | (870 | ) | 2,365 | |||||||||||||||||
Interest Expense | ||||||||||||||||||||||||
Interest bearing demand | (220 | ) | (73 | ) | (293 | ) | 153 | (246 | ) | (93 | ) | |||||||||||||
Savings deposits | 152 | 893 | 1,045 | 17 | (22 | ) | (5 | ) | ||||||||||||||||
Time deposits | 713 | 625 | 1,338 | 485 | (201 | ) | 284 | |||||||||||||||||
Short-term borrowings | 26 | 466 | 492 | 10 | 51 | 61 | ||||||||||||||||||
Long-term borrowings | (55 | ) | 24 | (31 | ) | 83 | (101 | ) | (18 | ) | ||||||||||||||
Total interest expense | 616 | 1,935 | 2,551 | 748 | (519 | ) | 229 | |||||||||||||||||
Net interest income | $ | 3,926 | $ | 2,136 | ||||||||||||||||||||
Changes which are attributed in part to volume and in part to rate are allocated in proportion to their relationships to the amounts of changes.
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
INVESTMENT PORTFOLIO
The following table shows the maturities of investment securities at book value as of December 31, 2004,2005, and weighted average yields of such securities. Yields are shown on a tax equivalent basis, assuming a 34% federal income tax rate.
(Dollars in thousands) | Within 1 year | After 1 year but within 5 years | After 5 years but within 10 years | After 10 years | Total | |||||||||||||||
Bonds: | ||||||||||||||||||||
U. S. Treasury | ||||||||||||||||||||
Book value | $ | 56 | $ | 1,310 | $ | 0 | $ | 0 | $ | 1,366 | ||||||||||
Yield | 3.22 | % | 3.10 | % | 0 | % | 0 | % | 3.10 | % | ||||||||||
U. S. Government agencies | ||||||||||||||||||||
Book value | 3,005 | 12,121 | 0 | 0 | 15,126 | |||||||||||||||
Yield | 2.88 | % | 4.28 | % | 0 | % | 0 | % | 4.00 | % | ||||||||||
State and municipal | ||||||||||||||||||||
Book value | 0 | 0 | 2,355 | 18,176 | 20,531 | |||||||||||||||
Yield | 0 | % | 0 | % | 7.57 | % | 7.69 | % | 7.68 | % | ||||||||||
Total book value | $ | 3,061 | $ | 13,431 | $ | 2,355 | $ | 18,176 | $ | 37,023 | ||||||||||
Yield | 2.88 | % | 4.16 | % | 7.57 | % | 7.69 | % | 6.01 | % | ||||||||||
Mortgage-backed securities | ||||||||||||||||||||
Total book value | $ | 29,529 | ||||||||||||||||||
Yield | 4.02 | % | ||||||||||||||||||
Equity Securities | ||||||||||||||||||||
Total book value | $ | 2,172 | ||||||||||||||||||
Yield | 4.88 | % | ||||||||||||||||||
Total Investment Securities | $ | 68,724 | ||||||||||||||||||
Yield | 5.12 | % | ||||||||||||||||||
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
LOAN PORTFOLIO
The following table presents the loan portfolio at the end of each of the last five years:
(Dollars in thousands) | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||
Commercial, financial and agricultural | $ | 50,104 | $ | 38,659 | $ | 38,186 | $ | 33,806 | $ | 28,534 | |||||
Real estate - Construction | 30,532 | 18,744 | 21,016 | 22,048 | 20,480 | ||||||||||
Real estate - Mortgage | 373,410 | 324,703 | 277,985 | 217,791 | 192,192 | ||||||||||
Consumer (net of unearned discount) | 6,340 | 7,162 | 7,867 | 7,746 | 8,610 | ||||||||||
Total loans | $ | 460,386 | $ | 389,268 | $ | 345,054 | $ | 281,391 | $ | 249,816 | |||||
Presented below are the approximate maturities of the loan portfolio (excluding real estate mortgages, installments, and credit cards) at December31, 2004:
(Dollars in thousands) | Under One Year | One to Years | Over Five Years | Total | ||||||||
Commercial, financial and agricultural | $ | 3,446 | $ | 8,842 | $ | 37,816 | $ | 50,104 | ||||
Real estate - Construction | 7,057 | 5,799 | 17,676 | 30,532 | ||||||||
Total loans | $ | 10,503 | $ | 14,641 | $ | 55,492 | $ | 80,636 | ||||
The following table presents the approximate amount of fixed rate loans and variable rate loans due as of December 31, 2004:
(Dollars in thousands) | Fixed Rate Loans | Variable Rate Loans | ||||
Due within one year | $ | 847 | $ | 46,221 | ||
Due after one but within five years | 20,205 | 21,146 | ||||
Due after five years | 75,206 | 296,761 | ||||
Total loans | $ | 96,258 | $ | 364,128 | ||
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
SUMMARY OF LOAN LOSS EXPERIENCE
| Years Ended December 31 | ||||||||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||
Average total loans outstanding (net of unearned income) | $ | 421,728 | $ | 369,409 | $ | 313,833 | $ | 264,296 | $ | 233,103 | ||||||||||
Allowance for loan losses, beginning of period | 4,318 | 4,161 | 3,734 | 3,104 | 2,691 | |||||||||||||||
Additions to provision for loan losses charged to operations | 144 | 210 | 491 | 720 | 504 | |||||||||||||||
Loans charged off during the year | ||||||||||||||||||||
Mortgages | 30 | 9 | 12 | 0 | 0 | |||||||||||||||
Commercial | 0 | 21 | 4 | 48 | 67 | |||||||||||||||
Installment | 31 | 39 | 33 | 36 | 2 | |||||||||||||||
Personal credit lines and credit cards | 21 | 16 | 32 | 17 | 29 | |||||||||||||||
Total charge-off’s | 82 | 85 | 81 | 101 | 98 | |||||||||||||||
Recoveries of loans previously charged off: | ||||||||||||||||||||
Mortgages | 22 | 3 | 3 | 0 | 0 | |||||||||||||||
Commercial | 0 | 0 | 0 | 3 | 6 | |||||||||||||||
Installment | 19 | 25 | 8 | 8 | 1 | |||||||||||||||
Personal credit lines and credit cards | 7 | 4 | 6 | 0 | 0 | |||||||||||||||
Total recoveries | 48 | 32 | 17 | 11 | 7 | |||||||||||||||
Net loans charged off (recovered) | 34 | 53 | 64 | 90 | 91 | |||||||||||||||
Allowance for loan losses, end of period | $ | 4,428 | $ | 4,318 | $ | 4,161 | $ | 3,734 | $ | 3,104 | ||||||||||
Ratio of net loans charged off to average loans outstanding | 0.01 | % | 0.01 | % | 0.02 | % | 0.03 | % | 0.04 | % | ||||||||||
The provision is based on an evaluation of the adequacy of the allowance for possible loan losses. The evaluation includes, but is not limited to, review of net loan losses for the year, the present and prospective financial condition of the borrowers, and evaluation of current and projected economic conditions.
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
NONACCRUAL, DELINQUENT AND IMPAIRED LOANS
The following table sets forth the outstanding balances of those loans on a nonaccrual status and those on accrual status which are contractually past due as to principal or interest payments for 30 days or more at December 31.
(Dollars in thousands) | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||
Nonaccrual loans | $ | 52 | $ | 314 | $ | 130 | $ | 85 | $ | 56 | |||||
Accrual loans | |||||||||||||||
Restructured | 0 | 0 | 1,410 | 1,428 | 0 | ||||||||||
30 through 89 days past due | 4,249 | 1,643 | 1,440 | 1,419 | 2,244 | ||||||||||
90 days or more past due | 411 | 2,550 | 2,743 | 1,446 | 644 | ||||||||||
Total accrual loans | $ | 4,660 | $ | 4,193 | $ | 5,593 | $ | 4,293 | $ | 2,888 | |||||
See Note 6 of the notes to consolidated financial statements for details of income recognized and foregone revenue on nonaccrual loans for the past three years, and discussion concerning impaired loans at December 31, 2004.
2005.
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
In retrospect the specific allocation in any particular category may prove excessive or inadequate and consequently may be reallocated in the future to reflect the then current conditions. Accordingly, the entire allowance is available to absorb losses in any category. The following is an allocation by loan categories of the allowance for loan losses for the last five years at December 31,
(Dollars in thousands) | 2005 | 2004 | ||||||||||
| Allowance Amount | Percentage of Loans to Total Loans | Allowance Amount | Percentage of Loans to Total Loans | |||||||||
Commercial, financial and agricultural | $ | 558 | 11 | % | $ | 1,381 | 10 | % | ||||
Real estate - Commercial | 573 | 39 | % | 617 | 39 | % | ||||||
Real estate - Construction | 6 | 7 | % | 0 | 5 | % | ||||||
Real estate - Mortgage | 865 | 42 | % | 330 | 44 | % | ||||||
Consumer | 44 | 1 | % | 105 | 2 | % | ||||||
Unallocated | 2,382 | 0 | % | 1,885 | 0 | % | ||||||
Total | $ | 4,428 | 100 | % | $ | 4,318 | 100 | % | ||||
(Dollars in thousands) | 2003 | 2002 | ||||||||||
| Allowance Amount | Percentage of Loans to Total Loans | Allowance Amount | Percentage of Loans to Total Loans | |||||||||
Commercial, financial and agricultural | $ | 928 | 11 | % | $ | 806 | 12 | % | ||||
Real estate - Commercial | 828 | 44 | % | 545 | 41 | % | ||||||
Real estate - Construction | 0 | 6 | % | 0 | 8 | % | ||||||
Real estate - Mortgage | 326 | 36 | % | 255 | 36 | % | ||||||
Consumer | 9 | 3 | % | 28 | 3 | % | ||||||
Unallocated | 2,070 | 0 | % | 2,100 | 0 | % | ||||||
Total | $ | 4,161 | 100 | % | $ | 3,734 | 100 | % | ||||
(Dollars in thousands) | 2001 | |||||||||||
| Allowance Amount | Percentage of Loans to Total Loans | |||||||||||
Commercial, financial and agricultural | $ | 466 | 11 | % | ||||||||
Real estate - Commercial | 563 | 46 | % | |||||||||
Real estate - Construction | 0 | 8 | % | |||||||||
Real estate - Mortgage | 350 | 31 | % | |||||||||
Consumer | 33 | 4 | % | |||||||||
Unallocated | 1,692 | 0 | % | |||||||||
Total | $ | 3,104 | 100 | % | ||||||||
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
DEPOSITS
The average amounts of deposits are summarized below:
(Dollars in thousands) | Years Ended December 31, | ||||||||
| 2005 | 2004 | 2003 | |||||||
Demand deposits | $ | 66,829 | $ | 57,762 | $ | 47,416 | |||
Interest bearing demand deposits | 162,888 | 183,649 | 170,832 | ||||||
Savings deposits | 63,174 | 29,752 | 26,602 | ||||||
Time deposits | 140,245 | 114,181 | 97,539 | ||||||
Total deposits | $ | 433,136 | $ | 385,344 | $ | 342,389 | |||
The following is a breakdown of maturities of time deposits of $ 100,000 or more as of December 31, 2004:
(Dollars in thousands) | |||
Three months or less | $ | 29,078 | |
Over three months through twelve months | 18,813 | ||
Over one year through three years | 5,391 | ||
Over three years | 4,070 | ||
Total | $ | 57,352 | |
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
RETURN ON EQUITY AND ASSETS
The following table presents a summary of significant earnings and capital ratios applying daily average balances for the years ended December 31,
(Dollars in thousands) | 2005 | 2004 | 2003 | |||||||||
Average assets | $ | 552,592 | $ | 495,919 | $ | 443,737 | ||||||
Net income | $ | 9,987 | $ | 7,770 | $ | 6,980 | ||||||
Average equity | $ | 53,423 | $ | 46,309 | $ | 40,491 | ||||||
Cash dividends paid | $ | 3,157 | $ | 2,556 | $ | 2,126 | ||||||
Return on assets | 1.81 | % | 1.57 | % | 1.57 | % | ||||||
Return on equity | 18.69 | % | 16.78 | % | 17.24 | % | ||||||
Dividend payout ratio | 31.62 | % | 32.89 | % | 30.45 | % | ||||||
Equity to asset ratio | 9.67 | % | 9.34 | % | 9.13 | % | ||||||
ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES
CONSOLIDATED SUMMARY OF OPERATIONS
| Years Ended December 31, | |||||||||||||||
(Dollars in thousands) | 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||
Interest income | $ | 32,415 | $ | 25,892 | $ | 23,484 | $ | 23,173 | $ | 23,978 | |||||
Interest expense | 9,537 | 6,986 | 6,757 | 7,985 | 10,677 | ||||||||||
Net interest income | 22,878 | 18,906 | 16,727 | 15,188 | 13,301 | ||||||||||
Provision for loan losses | 144 | 210 | 491 | 720 | 504 | ||||||||||
Net interest income after provision for loan losses | 22,734 | 18,696 | 16,236 | 14,468 | 12,797 | ||||||||||
Other income: | |||||||||||||||
Trust and brokerage services | 3,164 | 2,471 | 1,948 | 1,780 | 1,480 | ||||||||||
Service charges on deposits, other service charges, collection and exchange charges, commissions and fees | 5,575 | 4,082 | 3,866 | 3,171 | 2,634 | ||||||||||
Other operating income | 320 | 416 | 618 | 409 | 366 | ||||||||||
Total other income | 9,059 | 6,969 | 6,432 | 5,360 | 4,480 | ||||||||||
Income before operating expense | 31,793 | 25,665 | 22,668 | 19,828 | 17,277 | ||||||||||
Operating expenses: | |||||||||||||||
Salaries and employees benefits | 9,257 | 7,909 | 6,787 | 5,993 | 5,151 | ||||||||||
Occupancy and equipment expense | 2,673 | 2,398 | 2,109 | 1,800 | 1,676 | ||||||||||
Other operating expenses | 5,467 | 4,411 | 4,114 | 3,895 | 3,420 | ||||||||||
Total operating expenses | 17,397 | 14,718 | 13,010 | 11,688 | 10,247 | ||||||||||
Income before income taxes | 14,396 | 10,947 | 9,658 | 8,140 | 7,030 | ||||||||||
Income tax | 4,409 | 3,177 | 2,678 | 2,225 | 1,938 | ||||||||||
Net income applicable to common stock | $ | 9,987 | $ | 7,770 | $ | 6,980 | $ | 5,915 | $ | 5,092 | |||||
Per share data: (1) | |||||||||||||||
Basic earnings | $ | 1.85 | $ | 1.45 | $ | 1.32 | $ | 1.12 | $ | 0.98 | |||||
Diluted earnings | $ | 1.77 | $ | 1.40 | $ | 1.27 | $ | 1.10 | $ | 0.96 | |||||
Cash dividends | $ | 0.583 | $ | 0.476 | $ | 0.401 | $ | 0.327 | $ | 0.270 | |||||
Weighted average shares: | |||||||||||||||
Basic | 5,407,550 | 5,362,017 | 5,307,089 | 5,271,303 | 5,218,588 | ||||||||||
Diluted | 5,636,191 | 5,558,851 | 5,476,292 | 5,390,015 | 5,287,881 | ||||||||||
| (1) | Per share |
The 5% stock dividend paid June 29, 2005
The 2-for-1 stock split paid February 10, 2004
The 5% stock dividend paid May 30, 2003
The 5% stock dividend paid September 15, 2001
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 9a. Controls and Procedures
| Item 9. | Changes in, and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 9A. | Controls and Procedures. |
The Corporation'sCorporation’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Corporation'sCorporation’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”)) as of December 31, 2004.2005. Based on such evaluation, such officers have concluded that the Corporation'sCorporation’s disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in the Corporation'sCorporation’s periodic filings under the Exchange Act. Management's reportManagement’s Report on internal control over financial reporting as offor December 31, 20042005 is shown on Page 3page 2 of the annual shareholders'shareholders’ report for the year ended December 31, 20042005 and is incorporated herein by reference. The attestation report of the registered public accounting firm on management'smanagement’s assessment of internal control over financial reporting is show non Pagesshown on page 1 and 2 of the annual shareholders'shareholders’ report for the year ended December 31, 20042005 and is incorporated herein by reference. There have not been any significant changes in the Corporation'sCorporation’s internal control over financial reporting or in other factors that could significantly affect such control during the fourth quarter of 2004.
Item 9b. Other Information
2005.
| Item 9B. | Other Information. |
The Corporation had no other events that should have been disclosed on form 8K that were not already disclosed on such form.
PART III
Item 10. Directors and Executive Officers of the Registrant
| Item 10. | Directors and Executive Officers of the Registrant. |
The Corporation has adopted a code of ethics that applies to all senior financial officers (including its chief executive officer, chief financial officer, chief accounting officer, controller, and any person performing similar functions). The Corporation'sCorporation’s Code of Ethics for Senior Financial Officers is available on Orrstown Bank'sBank’s website at http://www.orrstown.com.
All other information required by Item 10 is incorporated by reference from Orrstown Financial Services, Inc.'s’s definitive proxy statement for the 20052006 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
Item 11. Executive Compensation
| Item 11. | Executive Compensation. |
The information required by Item 11 is incorporated by reference from Orrstown Financial Services, Inc.'s’s definitive proxy statement for the 20052006 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
Item 12.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Equity Compensation Plan Information
Plan Category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||
| (a) | (b) | (c) | |||||
Equity compensation plan approved by security holders | 217,571 | $ | 29.07 | 200,612 | |||
Equity compensation plan not approved by security holders (1) | 26,537 | $ | 22.60 | 41,593 | |||
Total | 244,108 | $ | 28.37 | 242,205 | |||
| (1) | Non-Employee Director Stock Option Plan |
All other information required by Item 12 is incorporated by reference from Orrstown Financial Services, Inc.'s’s definitive proxy statement for the 20052006 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
Item 13. Certain Relationships and Related Transactions
| Item 13. | Certain Relationships and Related Transactions. |
The information required by Item 13 is incorporated by reference from Orrstown Financial Services, Inc.'s’s definitive proxy statement for the 20052006 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
Item 14. Principal Accountant Fees and Services
| Item 14. | Principal Accountant Fees and Services. |
The information required by Item 14 is incorporated by reference from Orrstown Financial Services, Inc.'s’s definitive proxy statement for the 20052006 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports of Form 8-K.
| Item 15. | Exhibits, Financial Statement Schedules |
(a) The following documents are filed as part of this report:
(1) - Financial Statements - The following consolidated financial statements of Orrstown Financial Services, Inc. and its subsidiaries, included in the annual report of the registrant to its shareholders for the year ended December 31, 2004,2005, are incorporated by reference in Item 8:
Consolidated balance sheets | ||
Consolidated statements of income - Years ended December 31, 2005, 2004, and 2003 | ||
Consolidated statements of shareholders’ equity - Years ended December 31, 2005, 2004, and 2003 | ||
Consolidated statements of cash flows - Years ended December 31, 2005, 2004, and 2003 | ||
Notes to consolidated financial statements - December 31, 2005 | ||
(2) - Financial Statement Schedules - All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(3) - Exhibits
(3) (i) Articles of incorporation. Incorporated by reference to
Exhibit 3(i) of the registrant's Form 10-K for the year ended
December 31, 1998.
(3)(ii) By-laws. Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4, Registration No.
33-18888.
(4) Instruments defining the rights of security holders including
indentures. The rights of the holders of Registrant's common
stock are contained in:
(i) Articles of Incorporation of Orrstown Financial Services, Inc.,
incorporated by reference to Exhibit 3(i) of the registrant's
Form 10-K for the year ended December 31, 1998.
(ii) By-laws of Orrstown Financial Services, Inc., incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-18888).
(10.1) Change in control agreement between Orrstown Financial
Services, Inc. and its chief executive officer. Incorporated by
reference to Exhibit 99 of the registrant's Form 10-K for the
year ended December 31, 1996.
(10.2) Salary continuation plan for selected officers -
incorporated by reference to the registrant's Form 10-K for the
year ended December 31, 1999
(10.3) Officer group term replacement plan for selected
officers - incorporated by reference to the registrant's Form 10-
K for the year ended December 31, 1999
(10.4) Director retirement plan - incorporated by reference to
the registrant's Form 10-K for the year ended December 31, 1999
(10.5) Revenue neutral retirement plan - incorporated by
reference to the registrant's Form 10-K for the year ended
December 31, 1999
(10.6) Non-employee director stock option plan of 2000 -
incorporated by reference to the registrant's registration
statement on Form S-8 dated April 11, 2000
(10.7) Employee stock option plan of 2000 - incorporated by
reference to the registrant's registration statement on Form S-8
dated March 31, 2000
(13) Annual report to security holders - filed herewith
(14) Code of Ethics Policy for Senior Financial Officers -
Incorporated by reference under Item 10 of this annual report
(21) Subsidiaries of the registrant - filed herewith
(23.1) Consent of independent auditors - filed herewith
(31.1) Rule 13a - 14(a)/15d-14(a) Certification (Chief
Executive Officer) - Filed herewith.
(31.2) Rule 13a - 14(a)/15d-14(a) Certifications (Chief
Financial Officer) - Filed herewith.
(32.1) Section 1350 Certifications (Chief Executive Officer) -
Filed herewith.
(32.1) Section 1350 Certifications (Chief Financial Officer) -
Filed herewith.
| 2 | Plan of acquisition, reorganization, arrangement, liquidation or succession. Agreement and Plan of Reorganization dated November 21, 2005, by and between Orrstown Financial Services, Inc. and The First National Bank of Newport, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 22, 2005. | |
| 3.1 | Articles of incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-4, Registration No.333-131176. | |
| 3.2 | By-laws. Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4, Registration No. 33-18888. | |
| 4 | Instruments defining the rights of security holders including indentures. The rights of the holders of Registrant’s common stock are contained in: | |
| (i) | Articles of Incorporation of Orrstown Financial Services, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-4, Registration No.333-131176. | |
| (ii) | By-laws of Orrstown Financial Services, Inc., incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-4, Registration No. 33-18888. | |
| 10.1 | Change in control agreement between Orrstown Financial Services, Inc. and its chief executive officer. Incorporated by reference to Exhibit 99 of the Registrant’s Form 10-K for the year ended December 31, 1996. | |
| 10.2 | Salary continuation plan for selected officers – incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 1999 | |
| 10.3 | Officer group term replacement plan for selected officers – incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 1999 | |
| 10.4 | Director retirement plan – incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 1999 | |
| 10.5 | Revenue neutral retirement plan – incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 1999 | |
| 10.6 | Non-employee director stock option plan of 2000 – incorporated by reference to the Registrant’s registration statement on Form S-8 dated April 11, 2000 | |
| 10.7 | Employee stock option plan of 2000 – incorporated by reference to the Registrant’s registration statement on Form S-8 dated March 31, 2000 | |
| 10.8 | Description of Executive Incentive Plan incorporated by reference to the Registrant’s definitive schedule 14A proxy statement filed March 18, 2005 | |
| 13 | Annual report to security holders – filed herewith | |
| 14 | Code of Ethics Policy for Senior Financial Officers – incorporated by reference under Item 10 of this Annual Report | |
| 21 | Subsidiaries of the registrant - filed herewith | |
| 23.1 | Consent of independent auditors - filed herewith | |
| 31.1 | Rule 13a - 14(a)/15d-14(a) Certification (Chief Executive Officer) – filed herewith | |
| 31.2 | Rule 13a - 14(a)/15d-14(a) Certifications (Chief Financial Officer) – filed herewith | |
| 32.1 | Section 1350 Certifications (Chief Executive Officer) – filed herewith | |
| 32.1 | Section 1350 Certifications (Chief Financial Officer) – filed herewith | |
All other exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(b) The registrant filed the following reports on Form 8-K during the calendar
year ended December 31, 2004:
Report filed January 2, 2004
Registrant announced a 2-for-1 Stock Split payable February 10, 2004.
Report filed July 15, 2004
Registrant announced purchase of an investment management business.
Report filed July 22, 2004
Registrant announced its earnings for the period ended June 30, 2004
Report filed October 25, 2004
Registrant announced its earnings for the period ended September 30, 2004
(c) Exhibits - The exhibits required to be filed as part of this report are submitted as a separate section of this report.
(d)
(c) Financial statement schedules - None required.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORRSTOWN FINANCIAL SERVICES, INC.
(Registrant)
By /s/ Kenneth R. Shoemaker
Kenneth R. Shoemaker,President
Dated: March 10, 2005 (Duly authorized officer)
By /s/ Bradley S. Everly
Bradley S. Everly,
Chief Financial Officer
(Principal Accounting Officer)
ORRSTOWN FINANCIAL SERVICES, INC. (Registrant) | ||||||||
By | /s/ Kenneth R. Shoemaker | |||||||
Dated: March 10, 2006 | Kenneth R. Shoemaker, President (Duly authorized officer) | |||||||
By | /s/ Bradley S. Everly | |||||||
Dated: March 10, 2006 | Bradley S. Everly, Chief Financial Officer (PrincipalAccounting Officer) | |||||||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Kenneth R. Shoemaker President, CEO and March 10, 2005
Kenneth R. Shoemaker Director
/s/ Anthony F. Ceddia Director March 10, 2005
Dr. Anthony F. Ceddia
/s/ Glenn W. Snoke Director March 10, 2005
Glenn W. Snoke
/s/ Gregory A. Rosenberry Director March 10, 2005
Gregory A. Rosenberry
/s/ Joel R. Zullinger Chairman of the March 10, 2005
Joel R. Zullinger Board and Director
/s/ Jeffrey W. Coy Vice Chairman March 10, 2005
Jeffrey W. Coy of the Board
and Director
/s/ John S. Ward Director March 10, 2005
John S. Ward
/s/ Denver L. Tuckey Secretary and March 10, 2005
Denver L. Tuckey Director
/s/ Andrea Pugh Director March 10, 2005
Andrea Pugh
Exhibit
Signature | Title | Date | ||
/s/ Kenneth R. Shoemaker | President, CEO and Director | March 10, 2006 | ||
Kenneth R. Shoemaker | ||||
/s/ Anthony F. Ceddia | Director | March 10, 2006 | ||
Dr. Anthony F. Ceddia | ||||
/s/ Glenn W. Snoke | Director | March 10, 2006 | ||
Glenn W. Snoke | ||||
/s/ Gregory A. Rosenberry | Director | March 10, 2006 | ||
Gregory A. Rosenberry | ||||
/s/ Joel R. Zullinger | Chairman of the Board and Director | March 10, 2006 | ||
Joel R. Zullinger | ||||
/s/ Jeffrey W. Coy | Vice Chairman of the Board and Director | March 10, 2006 | ||
Jeffrey W. Coy | ||||
/s/ John S. Ward | Director | March 10, 2006 | ||
John S. Ward | ||||
/s/ Denver L. Tuckey | Secretary and Director | March 10, 2006 | ||
Denver L. Tuckey | ||||
/s/ Andrea Pugh | Director | March 10, 2006 | ||
Andrea Pugh | ||||
21
SUBSIDIARIES OF THE REGISTRANT
1. Orrstown Bank, Orrstown, Pennsylvania; a state-chartered bank organized
under Pennsylvania Banking Code of 1965.
2. Pennbanks Insurance Company Cell P1 is a reinsurer of credit, life and
disability insurance, which services customers of Orrstown Bank.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Orrstown Financial Services, Inc.
We consent to the incorporation by reference in to previously filed
Registration Statements (Form S-4 No. 33-18888, Form S-3 No. 333-53405, Form S-8
No. 333-33714, Form S-8 No. 333-34504, and Form S-8 No. 333-33712) of Orrstown
Financial Services, Inc. of our report dated February 11, 2005, appearing in the
2004 annual report to shareholders incorporated by reference in this Form 10-K
of Orrstown Financial Services, Inc. for the year ended December 31, 2004.
/S/ SMITH ELLIOTT KEARNS & COMPANY, LLC
--------------------------------------------------
SMITH ELLIOTT KEARNS & COMPANY, LLC
Chambersburg, Pennsylvania
March 10, 2005
Exhibit 31.1
CERTIFICATION
I, Kenneth R. Shoemaker, President and CEO, certify, that:
1. I have reviewed this annual report on Form 10-K of Orrstown Financial
Services, Inc.
2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
(b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this annual report based on such evaluation; and
(d) disclosed in this annual report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or
operation of the internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
By: /s/ Kenneth R. Shoemaker
Kenneth R. Shoemaker
President and CEO
(Principal Executive Officer)
March 10, 2005
Exhibit 31.2
CERTIFICATION
I, Bradley S. Everly, Sr. Vice President and CFO, certify, that:
1. I have reviewed this annual report on Form 10-K of Orrstown Financial
Services, Inc.
2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report.
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
(b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this annual report based on such evaluation; and
(d) disclosed in this annual report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or
operation of the internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
By: /s/ Bradley S. Everly
Bradley S. Everly
Sr. Vice President and CFO
(Principal Financial Officer)
March 10, 2005
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Orrstown Financial Services, Inc.
(the Corporation) on Form 10-K for the period ending December 31, 2004 as filed
with the Securities and Exchange Commission on the date therein specified (the
"Report"), I, Kenneth R. Shoemaker, President and Chief Executive Officer of the
Corporation, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation as of and for the period covered by the report.
/s/ Kenneth R. Shoemaker
Kenneth R. Shoemaker
President and Chief Executive Officer
Dated: March 10, 2005
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Orrstown Financial Services, Inc.
(the Corporation) on Form 10-K for the period ending December 31, 2004 as filed
with the Securities and Exchange Commission on the date therein specified (the
"Report"), I, Bradley S. Everly, Senior Vice President and Chief Financial
Officer of the Corporation, certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation as of and for the period covered by the report.
/s/ Bradley S. Everly
Bradley S. Everly
Senor Vice President and
Chief Financial Officer
Dated: March 10, 2005