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 For the fiscal year ended December 31, 2003 Commission file number: 33-18888 ORRSTOWN FINANCIAL SERVICES, INC. --------------------------------- (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 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 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 ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant'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 ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ X ] No [ ] As of December 31, 2003, 2,537,011 shares of the registrant's common stock were outstanding. The aggregate market value of such shares held by nonaffiliates on that date was $ 169,979,737. DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual shareholders report for the year ended December 31, 2003 are incorporated by reference into Parts I and II. Portions of the Proxy Statement for the 2004 Annual Meeting of Security Holders are incorporated by reference in Part III of this Form 10-K. ORRSTOWN FINANCIAL SERVICES, INC. FORM 10-K INDEX Page Part I Item 1. Business 2 Item 2. Properties 9 Item 3. Legal Proceedings 9 Item 3a. Executive Officers of the Registrant 9 Item 4. Submission of Matters to a Vote of Security Holders 10 Part II Item 5. Market for Registrant's Common Equity and Related Security Holder Matters 11 Item 6. Selected Financial Data 11 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 8. Financial Statements and Supplementary Data 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 21 Item 9a. Controls and Procedures 21 Part III Item 10. Directors and Executive Officers of the Registrant 22 Item 11. Executive Compensation 22 Item 12. Security Ownership of Certain Beneficial Owners and Management 22 Item 13. Certain Relationships and Related Transactions 23 Item 14. Principal Accountant Fees and Services 23 Part IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 24 Signatures 27 Part I Item 1. Business. - -------------------- History and Business - -------------------- Orrstown Financial Services, Inc. (the Corporation) is a financial holding company registered under the Gramm-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 common stock to the former Bank shareholders. Orrstown Financial Services, Inc.'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 twelve branches are located in Shippensburg (2), Carlisle (3), Spring Run, Orrstown, Chambersburg (3), Greencastle and Mechanicsburg, Pennsylvania. The day-to-day management of Orrstown Bank is conducted by the subsidiary'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 six officers who are also employees of the Bank, its subsidiary. On December 31, 2003, the Bank had 126 full-time and 32 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 2 of the annual report to shareholders). The Bank maintains a diversified loan portfolio and evaluates each customer'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's credit evaluation of the customer and collateral standards established in the Bank'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. -2- 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's Credit Administration Department via loan reviews. The loan review process is continuous, commencing with the approval of a loan. Each new loan is reviewed by the Credit Administration Department for compliance with banking regulations and lending policy requirements for documentation, collateral standards, and approvals. The Credit Administration Department continues to monitor and evaluate loan customers utilizing risk-rating criteria established in the lending policy in order to spot deteriorating trends and detect conditions which might indicate potential problem loans. Reports of the results of the loan reviews are submitted quarterly to the Directors' Credit Administration Committee for approval and provide 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, 2003, the Corporation had total assets of approximately $ 472 million, total shareholders' equity of approximately $ 43 million and total deposits of approximately $ 359 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. -3- Financial and Bank Holding Company Activities - --------------------------------------------- "Financial in Nature" Requirement. As a financial holding company, the Corporation may engage in, and acquire companies engaged in, activities that are considered "financial in 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" or "well managed" under applicable regulatory standards, the Federal Reserve Board may, among other things, place limitations on the Corporation'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. Interstate Banking and Branching. As the 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" 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" of that provision of Riegle-Neal. Control Acquisitions. The Change in Bank Control Act prohibits a person or group of persons from acquiring "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" over that bank holding company. -4- 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" 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 danger of default". Capital Requirements - -------------------- Information concerning the Corporation and its subsidiaries with respect to capital requirements is incorporated by reference from Note 15, "Regulatory Matters", of the "Notes to Consolidated Financial Statements" included under Item 8 of this report, and from the "Capital Adequacy and Regulatory Matters" section of the "Management's Discussion and Analysis of Consolidated Financial Condition and Results of 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 corrective 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's compliance with the plan up to the lesser of 5% of the bank's assets at the time it became undercapitalized and the amount needed to comply with the plan. As of December 31, 2003, the Bank was considered well capitalized based on the guidelines implemented by the bank regulatory agencies. Dividend Restrictions - --------------------- The Corporation'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", of the "Notes to Consolidated Financial -5- Statements" included under Item 8 of this report, and the "Capital Adequacy and Regulatory Matters" sections of "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations", included under Item 7 of this report. Depositor Preference Statute - ---------------------------- In the "liquidation or other 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 operations are subject to additional federal laws and regulations applicable to financial institutions, including, without limitation: - Privacy provisions of the Gramm-Leach-Bliley Act and related regulations, which require us to maintain privacy policies intended to safeguard customer financial information, to disclose the policies to our customers and to allow customers to "opt out" of having their financial service providers disclose their confidential financial information to non-affiliated third parties, subject to certain exceptions; - Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; - Consumer protection rules for the sale of insurance products by depository institutions, adopted pursuant to the requirements of the Gramm-Leach-Bliley Act; and - USA Patriot Act, which requires financial institutions to take certain actions to help prevent, detect and prosecute international money laundering and the financing of terrorism. 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's common stock is registered with the SEC, it is currently subject to this Act. -6- 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. Important Factors Relating to Forward Looking Statements - -------------------------------------------------------------- This Report contains statements (including, without limitation, statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in this Report under Item 7), that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In addition, the Corporation may make other written and oral communications from time to time that contain such statements. Forward-looking statements, including statements as to industry trends, future expectations and other matters that do not relate strictly to historical facts, are based on certain assumptions by management, and are often identified by words or phrases such as "anticipated", "believe", "expect", "intend", "seek", "plan", "objective", "trend", and "goal". Forward-looking statements are subject to various assumptions, risks, and uncertainties, which change over time, and speak only as of the date they are made. The Corporation undertakes no obligation to update any forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to factors mentioned elsewhere in this Report or previously disclosed in our SEC reports (accessible on the SEC's website at www.sec.gov or on our website at www.orrstown.com), the following factors, among others, could cause actual results to differ materially from forward-looking statements and future results could differ materially from historical performance: - general political and economic conditions may be less favorable than expected; - developments concerning credit quality in various corporate lending industry sectors as well as consumer and other types of credit, may result in an increase in the level of our provision for credit losses, nonperforming assets, net charge-offs and reserve for credit losses; - customer borrowing, repayment, investment, and deposit practices generally may be less favorable than anticipated; and interest rate and currency fluctuations, equity and bond market fluctuations, and inflation may be grater than expected; - the mix of interest rates and maturities of our interest earning assets and interest bearing liabilities (primarily loans and deposits) may be less favorable than expected; - competitive product and pricing pressures among financial institutions within our markets may increase; -7- - legislative or regulatory developments, including changes in laws or regulations concerning taxes, banking, securities, capital requirements and risk-based capital guidelines, reserve methodologies, deposit insurance and other aspects of the financial services industry, may adversely affect the businesses in which we are engaged or our financial results; - legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial services industry generally; - pending and proposed changes in accounting rules, policies, practices, and procedures could adversely affect our financial results; - instruments and strategies used to manage exposure to various types of market and credit risk could be less effective than anticipated, and we may not be able to effectively mitigate our risk exposures in particular market environments or against particular types of risk; - terrorist activities or other hostilities, including the situation surrounding Iraq, may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation; and - technological changes, including the impact of the Internet on our businesses, may be more difficult or expensive than anticipated. Competition - ----------- The Bank'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 competing 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. -8- The Corporation files periodic reports with the Securities and Exchange Commission (SEC) in the form of 10-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's filings may be obtained through the SEC's internet site at www.sec.gov or by accessing the Corporation's website at www.orrstown.com. Item 2. Properties. - -------------------- Orrstown Bank owns buildings in Orrstown, Shippensburg (2), Carlisle (2), Spring Run, Chambersburg (2), and Mechanicsburg, Pennsylvania. Offices of the Bank are located in each of these buildings. It also leases space for offices located in Greencastle, Chambersburg, and Carlisle, Pennsylvania. 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'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. Name/Office Held Held Employe Age as Since e of Since 3/10/04 Joel R. Zullinger, Chairman of the Board 1991 (1) 55 Jeffrey W. Coy, Vice Chairman of the Board 1988 (1) 52 Kenneth R. Shoemaker, President, CEO 1987 1986 56 Bradley S. Everly, Senior Vice President, Treasurer 1997 1997 52 Stephen C. Oldt, Executive Vice President, 1987 1987 61 Assistant Secretary Philip E. Fague, Executive Vice President, 2001 1988 44 Assistant Treasurer Denver L. Tuckey, Secretary 1999 (1) 70 Jeffrey W. Embly, Vice President 1999 1997 33 (1) These officers are not employees of the Corporation -9- Senior Operating Officers of the Bank Name/Office Held Held Bank Age as of Since Employee 3/10/04 Since Kenneth R. Shoemaker, President, 1987 1986 56 Chief Executive Officer Stephen C. Oldt, Executive Vice 1987 1987 61 President, Chief Operations Officer Philip E. Fague, Executive Vice President, 1999/ 1988 44 Chief Sales and Service Officer 2000 Bradley S. Everly, Senior Vice 1997 1997 52 President, Chief Financial Officer Benjamin S. Stoops, Vice President, 1998 1998 52 Chief Technology Officer Jeffrey W. Embly, Vice President, 1999 1997 33 Senior Loan Officer Barbara E. Brobst, Vice President, 2001 1997 45 Senior Trust Officer Nathan A. Eifert, Vice President, 2002 2000 35 Director of Marketing Stephen C. Caldwell, Vice President, 2002 2001 55 Director of Human Resources Item 4. Submission of Matters to Vote of Security Holders. - ----------------------------------------------------------- None -10- Part II Item 5. Market for Registrant's Common Stock and Related Security Holder - ------------------------------------------------------------------------- Matters. -------- Orrstown Financial Services, Inc.'s common stock is not traded on a national securities exchange, but is traded through the local and over the counter local markets under the symbol ORRF. At December 31, 2003, the approximate number of shareholders of record was approximately 2,338. 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. Market Cash Market Cash Price Dividend Price Dividend Dividend (1) 2003 2002 High Low High Low First Quarter $ 48.57 $ 44.76 $ 0.19 $ 39.05 $ 36.71 $ 0.162 Second Quarter 58.00 46.19 0.21 47.62 37.38 0.162 Third Quarter 67.50 60.00 0.21 47.62 41.90 0.171 Fourth Quarter 68.00 63.75 0.23 44.76 43.81 0.191 (1) Note: All per share data has been restated after giving retroactive recognition to a 5% stock dividend effective May 30, 2003. See Note 15 to the financial statements contained in the annual shareholders' report for the year ended December 31, 2003 for restrictions on the payment of dividends. Item 6. Selected Financial Data. - ----------------------------------- The selected five-year financial data on page 26 of the annual shareholders' report for the year ended December 31, 2003 is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and - -------------------------------------------------------------------------- Results of Operations. - ---------------------- Contractual obligations of the Corporation as of December 31, 2003 are as follows: Payments due by period - - - - - - - - - - - - - - - - - - - - - - - - - - (In thousands) Total Less 1 - 3 3 - 5 More than Contractual than 1 years years 5 years obligations year - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Long-term debt $ 37,193 $ 1,653 $ 7,707 $ 13,679 $ 14,154 obligations Operating lease 141 162 obligations 454 151 0 -------- ------- ------- -------- -------- Total $ 37,647 $ 1,794 $ 7,869 $ 13,830 $ 14,154 ======== ======= ======= ======== ======== All other information required by Item 7 is included in "Management's Discussion and Analysis of Financial Condition and Results of Operations", on pages 18 through 25 of the annual shareholders' report which are 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 2 through 26 of the annual shareholders' report for the year ended December 31, 2003 and are incorporated herein by reference. Certain -11- statistical information required in addition to those included in the annual shareholders' report are submitted herewith as follows. Description of Statistical Information Page Changes in net interest income tax equivalent yields 13 Investment portfolio 14 Loan portfolio 15 Summary of loan loss experience 16 Nonaccrual, delinquent and impaired loans 17 Allocation of allowances for loan losses 18 Deposits and return on equity and assets 19 Consolidated summary of operations 20 -12- ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES CHANGES IN NET INTEREST INCOME TAX EQUIVALENT YIELDS 2003 Versus 2002 2002 Versus 2001 Increase (Decrease) Increase (Decrease) Due to Change in Due to Change in Average Average Total Average Average Total Volume Rate Increase Volume Rate Increase (Decrease) (Decrease) (000 omitted) Interest Income Loans (net of $ 3,507 ($ 2,529) $ 978 $ 2,598 ($ 3,287) ($ 689) unearned discounts) Taxable investment 494 ( 1,004) ( 510) 230 ( 609) ( 379) securities Nontaxable ( 29) ( 25) ( 54) 769 ( 56) 713 investment securities Other short-term ( 36) ( 83) ( 119) 17 ( 240) ( 223) investments ------- ------- ------- ------- ------- ------ Total interest 3,936 ( 3,641) 295 3,614 ( 4,192) ( 578) income ------- ------- ------- ------- ------- ------ Interest Expense Interest bearing 553 ( 720) ( 167) 927 ( 1,180) ( 253) demand Savings deposits 26 ( 87) ( 61) 40 ( 140) ( 100) Time deposits 136 ( 962) ( 826) ( 479) ( 1,446) ( 1,925) Short-term ( 13) ( 142) ( 155) ( 8) ( 503) ( 511) borrowings Long-term 180 ( 199) ( 19) 106 ( 9) 97 borrowings ------- ------- ------- ------- ------- ------ Total interest 882 ( 2,110) ( 1,228) 586 ( 3,278) ( 2,692) expense ------- ------- ------- ------- ------- ------ Net interest income $ 1,523 $ 2,114 ======= ======= 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. -13- 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, 2003, and weighted average yields of such securities. Yields are shown on a tax equivalent basis, assuming a 34% federal income tax rate. Within 1 After 1 After 5 After 10 Total year year but years but years within 5 within 10 years years (000 omitted) Bonds: U. S. Treasury Book value $ 1,007 $ 27 $ 0 $ 28 $ 1,062 Yield 5.78% 5.29% 0% 5.35% 5.76% U. S. Government agencies Book value 0 13,988 0 0 13,988 Yield 0% 2.98% 2.98% State and municipal Book value 0 875 2,521 18,626 22,022 Yield 0% 9.01% 7.69% 7.99% 8.00% Corporate Book value 1,000 0 0 945 1,945 Yield 2.41% 0% 0% 1.92% 2.17% Trust preferred Book value 0 0 0 1,000 1,000 Yield 0% 0% 0% 9.25% 9.25% Total book value $ 2,007 $ 14,890 $ 2,521 $ 20,599 $ 40,017 ======= ======== ======= ======== ======== Yield 7.69% 4.10% 3.34% 7.77% 5.93% ==== ==== ==== ==== ==== Mortgage-backed securities: Total book value $ 45,867 ======== Yield 4.02% ======== Equity Securities: Total book value $ 1,472 ======== Yield 4.68% ======== Total Investment $ 87,356 Securities ======== Yield 4.91% ======== -14- 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: 2003 2002 2001 2000 1999 (000 omitted) Commercial, financial and agricultural $ 38,186 33,806 $ 28,534 $23,938 $ 23,938 Real estate - Construction 21,016 22,048 20,480 17,425 15,580 Real estate - Mortgage 277,985 217,791 192,192 157,722 134,046 Installment and other personal loans (net of unearned discount) 7,867 7,746 8,610 10,096 9,562 --------- --------- --------- --------- --------- Total loans $ 345,054 $ 281,391 $ 249,816 $ 209,181 $ 180,691 ========= ========= ========= ========= ========= Presented below are the approximate maturities of the loan portfolio (excluding real estate mortgages, installments, and credit cards) at December 31, 2003: Under One One to Over Five Total Year Five Years years (000 omitted) Commercial, financial and agricultural $ 6,032 $ 7,236 $ 24,918 $ 38,186 Real estate - Construction 2,905 3,477 14,634 21,016 ------- -------- -------- -------- Total $ 8,937 $ 10,713 $ 39,552 $ 59,202 ======= ======== ======== ======== The following table presents the approximate amount of fixed rate loans and variable rate loans due as of December 31, 2003: Fixed Rate Variable Loans Rate Loans (000 omitted) Due within one year $ 886 $ 16,630 Due after one but within five years 22,094 9,833 Due after five years 79,975 215,636 ------------ ---------- Total $ 102,955 $ 242,099 ============ ========== -15- ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES SUMMARY OF LOAN LOSS EXPERIENCE Years Ended December 31 2003 2002 2001 2000 1999 (000 omitted) Average total loans outstanding $ 313,833 $ 264,296 $ 233,103 $ 192,902 $ 169,458 (net of unearned income) ========= ========= ========= ========= ========= Allowance for loan losses, $ 3,734 $ 3,104 $ 2,691 $ 2,455 $ 1,971 beginning of period Additions to provision for loan 491 720 504 360 547 losses charged to operations Loans charged off during the year Mortgages 12 0 0 0 0 Commercial 4 48 67 99 97 Installment 33 36 2 19 24 Personal credit lines and credit 32 17 29 11 7 cards --------- --------- --------- --------- --------- Total charge-off's 81 101 98 129 128 --------- --------- --------- --------- --------- Recoveries of loans previously charged off: Mortgages 3 0 0 0 0 Commercial 0 3 6 1 59 Installment 8 8 1 2 1 Personal credit lines and credit 6 0 0 2 5 cards --------- --------- --------- --------- --------- Total recoveries 17 11 7 5 65 --------- --------- --------- --------- --------- Net loans charged off 64 90 91 124 63 (recovered) Allowance for loan losses, end $ 4,161 $ 3,734 $ 3,104 $ 2,691 $ 2,455 of period ========= ========= ========= ========= ========= Ratio of net loans charged off .02% .03% .04% .06% .04% to average loans outstanding ========= ========= ========= ========= ========= 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. -16- 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 anonaccrual 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. 2003 2002 2001 2000 1999 (000 omitted) Nonaccrual loans $ 130 $ 85 $ 56 $ 12 $ 64 ======== ======== ======== ======== ======== Accrual loans: Restructured $ 0 $ 1,428 $ 0 $ 0 $ 0 30 through 89 days past due 1,440 1,419 2,244 865 3,420 90 days or more past due 2,743 1,446 644 814 97 -------- -------- -------- -------- -------- Total accrual loans $ 4,183 $ 4,293 $ 2,888 $ 1,679 $ 3,517 ======== ======== ======== ======== ======== 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, 2003. -17- ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES ALLOCATION OF ALLOWANCE FOR LOAN LOSSES The following is an allocation by loan categories of the allowance for loan losses at December 31 for the last five years. 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: Years Ended December 31 2003 2002 Allowanc Percentage Allowance Percentage e Amount of Loans Amount of Loans to Total to Total Loans Loans (000 omitted) Commercial, financial and $ 928 10.75% $ 806 12.01% agricultural Commercial, real estate secured 828 44.20 545 41.37 Real estate - Construction 0 6.37 0 7.84 Real estate - Mortgage 326 35.78 255 36.03 Installment 9 2.90 28 2.75 Unallocated 2,070 0.00 2,100 0.00 ------- ------ ------- ------ Total $ 4,161 100.00% $ 3,734 100.00% ======= ====== ======= ====== Years Ended December 31 2001 2000 Allowanc Percentage Allowance Percentage e Amount of Loans Amount of Loans to Total to Total Loans Loans (000 omitted) Commercial, financial and $ 466 11.42% $ 43 11.74% agricultural Commercial, real estate secured 563 46.42 786 21.29 Real estate - Construction 0 8.20 0 8.30 Real estate - Mortgage 350 30.51 56 53.86 Installment 33 3.45 34 4.81 Unallocated 1,692 0.00 1,772 0.00 ------- ------ ------- ------ Total $ 3,104 100.00% $ 2,691 100.00% ======= ====== ======= ====== Years Ended December 31 1999 Allowance Percentage of Amount Loans to Total Loans (000 omitted) Commercial, financial and $ 45 11.90% agricultural Commercial, real estate secured 609 18.03 Real estate - Construction 0 8.62 Real estate - Mortgage 93 56.16 Installment 27 5.29 Unallocated 1,681 0.00 ------- ------- Total $ 2,455 100.00% ======= ======= -18- ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES DEPOSITS The average amounts of deposits are summarized below: Years Ended December 31 2003 2002 2001 (000 omitted) Demand deposits $ 47,416 $ 39,688 $ 32,628 Interest bearing demand 170,832 136,500 99,103 deposits Savings deposits 26,602 23,558 20,787 Time deposits 94,043 97,539 102,856 --------- --------- --------- Total deposits $ 342,389 $ 293,789 $ 255,374 ========= ========= ========= The following is a breakdown of maturities of time deposits of $ 100,000 or more as of December 31, 2003: (000 omitted) Three months or less $ 7,083 Over three months through twelve months 3,649 Over one year through three years 6,366 Over three years 1,747 -------- $ 18,845 ======== RETURN ON EQUITY AND ASSETS (APPLYING DAILY AVERAGE BALANCES) The following table presents a summary of significant earnings and capital ratios: (000 omitted) 2003 2002 2001 Average assets $ 443,737 $ 385,765 $ 340,428 Net income $ 6,980 $ 5,915 $ 5,092 Average equity $ 40,491 $ 34,408 $ 29,612 Cash dividends paid $ 2,126 $ 1,722 $ 1,411 Return on assets 1.57% 1.53% 1.50% Return on equity 17.24% 17.19% 17.20% Dividend payout ratio 30.45% 29.12% 27.71% Equity to asset ratio 9.12% 8.92% 8.70% -19- ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES CONSOLIDATED SUMMARY OF OPERATIONS Years Ended December 31 2003 2002 2001 2000 1999 (000 omitted) Interest income $ 23,484 $ 23,173 $ 23,978 $ 21,758 $ 18,324 Interest expense 10,677 10,318 6,757 7,985 8,074 -------- -------- -------- -------- -------- Net interest income 16,727 15,188 13,301 11,440 10,250 Provision for loan losses 504 547 491 720 360 -------- -------- -------- -------- -------- Net interest income after 16,236 14,468 12,797 11,080 9,703 provision for loan losses Other income: Trust and brokerage services 1,948 1,780 1,480 1,466 1,230 Service charges - Deposits, 3,866 3,171 2,634 1,818 1,623 other service charges, collection and exchange charges, commission and fees Other operating income 618 409 366 458 728 -------- -------- -------- -------- -------- Total other income 6,432 5,360 4,480 3,742 3,581 -------- -------- -------- -------- -------- Income before operating expense 22,668 19,828 17,277 14,822 13,284 Operating expenses: Salaries and employees benefits 6,787 5,993 5,151 4,755 4,297 Occupancy and equipment expense 2,109 1,800 1,676 1,558 1,099 Other operating expenses 4,114 3,895 3,420 2,800 2,822 -------- -------- -------- -------- -------- Total operating expenses 13,010 11,688 10,247 9,113 8,218 -------- -------- -------- -------- -------- Income before income taxes 9,658 8,140 7,030 5,709 5,066 Income tax 2,678 2,225 1,537 -------- -------- -------- -------- -------- Net income applicable to common stock $ 6,980 $ 5,915 $ 5,092 $ 4,172 $ 3,755 ======== ======== ======== ======== ======== Per share data (1): Basic earnings $ 2.76 $ 2.36 $ 2.05 $ 1.70 $ 1.54 Diluted earnings $ 2.68 $ 2.30 $ 2.02 $ 1.69 $ 1.54 Cash dividends $ .84 $ .69 $ .57 $ .52 $ .47 Weighted average shares: Basic 2,527,185 2,510,144 2,485,042 2,457,876 2,441,984 Diluted 2,607,769 2,566,681 2,518,041 2,469,732 2,441,984 (1) Per share amounts have been restated to reflect: The 5% stock dividend effective May 30, 2003. The 5% stock dividend effective September 15, 2001. The 71/2% stock dividend effective November 19, 1999. -20- Item 9. Disagreements on Accounting and Financial Disclosures. - ----------------------------------------------------------------- Not applicable. Item 9a. Controls and Procedures - --------------------------------- The Corporation's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Corporation'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")) as of December 31, 2003. Based on such evaluation, such officers have concluded that, as of December 31, 2003, the Corporation'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's periodic filings under the Exchange Act. CHANGES IN INTERNAL CONTROLS There have not been any significant changes in the Corporation's internal control over financial reporting or in other factors that could significantly affect such control during the fourth quarter of 2003. -21- PART III 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 has filed a copy of this Code of Ethics as Exhibit 14 to this Form 10-K. The Corporation has also made the Code of Ethics available on its website at http://www.orrstown.com. All other information required by Item 10 is incorporated by reference from Orrstown Financial Services, Inc.'s definitive proxy statement for the 2004 Annual Meeting of Shareholders filed pursuant to Regulation 14A. Item 11. Executive Compensation - -------------------------------- The information required by Item 11 is incorporated by reference from Orrstown Financial Services, Inc.'s definitive proxy statement for the 2004 Annual Meeting of Shareholders filed pursuant to Regulation 14A. Item 12. Security Ownership of Certain Beneficial Owners and Management - ------------------------------------------------------------------------ Equity Compensation Plan Information Plan Category Number of securities to be Weighted-average Number of issued upon exercise of exercise price of securities outstanding options outstanding options remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation 80,221 $ 42.43 139,177 plan approved by security holders Equity compensation 10,554 $ 38.41 22,251 plan not approved by security holders (1) ------ ------- ------- Total 90,775 $ 41.97 161,428 ====== ======= ======= (1) Non-Employee Director Stock Option Plan of 2000. On January 27, 2000, the Board of Directors of the Corporation approved the Orrstown Financial Services, Inc. Non-Employee Director Stock Option Plan of 2000. The Directors' Option Plan is a formula plan under which options to purchase shares of the Corporation's Common Stock are granted each year to directors in office on April 1. The number of options granted each year is based on the Corporation's return on average equity for the most recent fiscal year. All options have a term of 10 years from the regular grant date, are fully exercisable from the regular grant date, and have an exercise price equal to the fair market value of the Corporation's Common Stock as of the date of the grant of the option based upon criteria as outlined in the plan. If a director "retires", whether as a result of reaching mandatory retirement age, -22- (1) or under any other circumstances, the Board of Directors, in its discretion, may determine to constitute retirement, the options previously granted to the director will expire at their scheduled expiration date. If a director's service as a director terminates for any other reason, the options previously granted to the director will expire six months after the date of termination of service unless scheduled to expire sooner. All other information required by Item 12 is incorporated by reference from Orrstown Financial Services, Inc.'s definitive proxy statement for the 2004 Annual Meeting of Shareholders filed pursuant to Regulation 14A. Item 13. Certain Relationships and Related Transactions - -------------------------------------------------------- The information required by Item 13 is incorporated by reference from Orrstown Financial Services, Inc.'s definitive proxy statement for the 2004 Annual Meeting of Shareholders filed pursuant to Regulation 14A. Item 14. Principal Accountant Fees and Services - ------------------------------------------------ The information required by Item 14 is incorporated by reference from Orrstown Financial Services, Inc.'s definitive proxy statement for the 2004 Annual Meeting of Shareholders filed pursuant to Regulation 14A. -23- PART IV Item 15. Exhibits, Financial Statement Schedules and Reports of Form 8-K. - -------------------------------------------------------------------------- (a) (1) - List of 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, 2003, are incorporated by reference in Item 8: Consolidated balance sheets - December 31, 2003 and 2002 Consolidated statements of income - Years ended December 31, 2003, 2002, and 2001 Consolidated statements of shareholders' equity - Years ended December 31, 2003, 2002, and 2001 Consolidated statements of cash flows - Years ended December 31, 2003, 2002, and 2001 Notes to consolidated financial statements - December 31, 2003 (2) List of 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) Listing of Exhibits Exhibit (3) (i) Articles of incorporation Exhibit (3) (ii) Bylaws Exhibit (4) Instruments defining the rights of security holders including indentures Exhibit (10) Material contracts Exhibit (13) Annual report to security holders Exhibit (14) Code of Ethics Exhibit (21) Subsidiaries of the registrant Exhibit (23) Consent of independent auditors Exhibit (31) Rule 13a - 14(a)/15d-14(a) Certifications Exhibit (32) Section 1350 Certifications 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) Reports on Form 8-K filed Report filed January 2, 2004 for news release announcing a 2-for- 1 stock split payable February 10, 2004. -24 (c) 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. (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 - filed herewith (21) Subsidiaries of the registrant - filed herewith (23.1) Consent of independent auditors - filed herewith (31.1) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - filed herewith -25- (31.2) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - filed herewith (32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herewith. (32.2) Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - filed herewith. (d) Financial statement schedules None -26- SIGNATURES 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, 2004 (Duly authorized officer) By /s/ Bradley S. Everly --------------------------------- Bradley S. Everly, Chief Financial Officer (Principal Accounting 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, 2004 - --------------------------------- Director Kenneth R. Shoemaker /s/ Anthony F. Ceddia Director March 10, 2004 - --------------------------------- Dr. Anthony F. Ceddia /s/ Glenn W. Snoke Director March 10, 2004 - --------------------------------- Glenn W. Snoke /s/ Gregory A. Rosenberry Director March 10, 2004 - --------------------------------- Gregory A. Rosenberry /s/ Joel R. Zullinger Chairman of the March 10, 2004 - --------------------------------- Board and Director Joel R. Zullinger /s/ Jeffrey W. Coy Vice Chairman March 10, 2004 - --------------------------------- of the Board Jeffrey W. Coy and Director /s/ John S. Ward Director March 10, 2004 - --------------------------------- John S. Ward /s/ Denver L. Tuckey Secretary and March 10, 2004 - --------------------------------- Director Denver L. Tuckey /s/ Andrea Pugh Director March 10, 2004 - --------------------------------- Andrea Pugh Exhibit 13 Orrstown Financial Services, Inc. 2003 Annual Financial Report C O N T E N T S Page INDEPENDENT AUDITOR'S REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Balance sheets 2 Statements of income 3 Statements of changes in shareholders' equity 4 Statements of cash flows 5 Notes to consolidated financial statements 6 - 17 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18 - 24 SUMMARY OF QUARTERLY FINANCIAL DATA 25 SELECTED FIVE-YEAR FINANCIAL DATA 26 MARKET, DIVIDEND AND INVESTOR INFORMATION 27 INDEPENDENT AUDITOR'S REPORT Board of Directors Orrstown Financial Services, Inc. Orrstown, Pennsylvania We have audited the accompanying consolidated balance sheets of Orrstown Financial Services, Inc. and its wholly-owned subsidiaries as of December 31, 2003 and 2002 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Orrstown Financial Services, Inc. and its wholly-owned subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. /S/ SMITH ELLIOTT KEARNS & COMPANY, LLC -------------------------------------------------- SMITH ELLIOTT KEARNS & COMPANY, LLC Chambersburg, Pennsylvania February 4, 2004 Consolidated Balance Sheets ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES (Dollars in thousands) Dec. 31, 2003 Dec. 31, 2002 ASSETS Cash and due from banks $ 12,283 $ 10,656 Federal funds sold 8,217 3,829 Interest bearing deposits with banks 1,095 1,001 Securities available for sale 89,074 90,106 Federal Home Loan Bank, Federal Reserve and Atlantic Central Bankers Bank stock, at cost which approximates market value 2,912 2,268 --------------- --------------- 109,099 112,342 --------------- --------------- Loans Commercial, financial and agricultural 38,186 33,806 Real estate - Mortgages 277,985 217,791 Real estate - Construction and land development 21,016 22,048 Consumer 7,867 7,746 --------------- --------------- 345,054 281,391 Less: Allowance for loan losses ( 4,161) ( 3,734) --------------- --------------- 340,893 277,657 --------------- --------------- Premises and equipment, net 11,168 9,849 Accrued interest receivable 1,647 1,606 Cash surrender value of life insurance 7,234 6,916 Other assets 2.352 1,928 --------------- --------------- Total assets $ 472,393 $ 410,298 =============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Non-interest bearing $ 52,276 $ 42,704 Interest bearing 306,367 276,464 -------------- --------------- 358,643 319,168 -------------- --------------- Federal funds purchased and securities sold under agreements to repurchase 29,440 20,808 Other borrowed funds 37,193 28,539 Accrued interest and other liabilities 4,282 3,821 -------------- --------------- Total liabilities 429,558 372,336 -------------- --------------- Shareholders' equity Common stock: No par value - $.1041 stated value per share 10,000,000 shares authorized with 2,537,011 shares issued at December 31, 2003; 2,398,405 shares issued at December 31, 2002 264 250 Additional paid-in capital 32,928 25,913 Retained earnings 8,509 9,750 -------------- --------------- Accumulated other comprehensive income 1,134 2,049 -------------- --------------- Total shareholders' equity 42,835 37,962 -------------- --------------- Total liabilities and shareholders' equity $ 472,393 $ 410,298 ============== =============== The Notes to the Consolidated Financial Statements are an integral part of these statements. -2- Consolidated Statements of Income ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES Years Ended December 31, (Dollars in thousands) 2003 2002 2001 Interest and Dividend Income Interest and fees on loans $ 19,610 $ 8,635 $ 19,308 Interest and dividends on investment securities U.S. Government and agency 2,141 2,583 2,869 Exempt from federal income tax 1,335 1,370 899 Other investment income 398 585 902 ---------- ------------ ---------- Total interest and dividend income 23,484 23,173 23,978 ---------- ------------ ---------- Interest Expense Interest on deposits 5,015 6,069 8,347 Interest on borrowed money 1,742 1,916 2,330 ---------- ------------ ---------- Total interest expense 6,757 7,985 10,677 ---------- ------------ ---------- Net interest income 16,727 15,188 13,301 Provision for loan losses 491 720 504 ---------- ------------ ---------- Net interest income after provision for loan losses 16,236 14,468 12,797 ---------- ------------ ---------- Other Income Service charges on deposit accounts 2,628 2,257 1,890 Other service charges, commissions, and fees 1,238 914 744 Trust department income 1,463 1,386 1,219 Brokerage income 485 394 261 Securities gains 199 21 11 Other income 419 388 355 ---------- ------------ ---------- Total other income 6,432 5,360 4,480 Net interest income and other income 22,668 19,828 17,277 ---------- ------------ ---------- Other Expenses Salaries 4,456 4,035 3,506 Employee benefits 2,331 1,958 1,645 Occupancy expense of bank premises, and furniture and equipment expenses 2,109 1,800 1,676 Other operating expenses 4,114 3,895 3,420 ---------- ------------ ---------- Total other expenses 13,010 11,688 10,247 ---------- ------------ ---------- Income before income tax 9,658 8,140 7,030 Applicable income tax 2,678 2,225 1,938 ---------- ------------ ---------- Net income $ 6,980 $ 5,915 $ 5,092 ========== ============ ========== Earnings per share Basic earnings per share $ 2.76 $ 2.36 $ 2.05 Weighted average shares outstanding 2,527,185 2,510,144 2,485,042 Diluted earnings per share $ 2.68 $ 2.30 $ 2.02 Weighted average shares outstanding 2,607,769 2,566,681 2,518,041 Dividends per share $ .84 $ .69 $ .57 The Notes to the Consolidated Financial Statements are an integral part of these statements. -3- Consolidated Statements of Changes in Shareholders' Equity ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES Years Ended December 31, 2003, 2002 and 2001 Accumulated Additional Other Total Common Paid-In Retained Comprehensive Shareholder s' (Dollars in thousands) Stock Capital Earnings Income Equity Balance, December 31, 2000 $ 233 $ 19,360 $ 6,619 $ 462 $ 26,674 Comprehensive income Net income 0 0 5,092 0 5,092 Change in unrealized gain on investment securities available for sale, net of tax of $ 94 0 0 0 ( 182) ( 182) --------- Total comprehensive income 4,910 Cash dividends ($.57 per share) 0 0 ( 1,411) 0 ( 1,411) Stock dividends issued 12 4,711 ( 4,723) 0 0 Cash paid in lieu of fractional stock dividends 0 0 ( 20) 0 ( 20) Issuance of stock through employee stock purchase plan/ stock option plan 0 73 0 0 74 Issuance of stock through dividend reinvestment plan 2 933 0 0 935 -------- -------- -------- -------- -------- Balance, December 31, 2001 248 25,077 5,557 280 31,162 Comprehensive income Net income 0 0 5,915 0 5,915 Change in unrealized gain on investment securities available for sale, net of tax of $ 911 0 0 0 1,769 1,769 -------- Total comprehensive income 7,684 Cash dividends ($.69 per share) 0 0 ( 1,722) 0 ( 1,722) Issuance of stock through employee stock purchase plan/ stock option plan 0 71 0 0 71 Issuance of stock through dividend reinvestment plan 2 765 0 0 767 -------- -------- -------- -------- -------- Balance, December 31, 2002 250 25,913 9,750 2,049 37,962 Comprehensive income Net income 0 0 6,980 0 6,980 Change in unrealized gain on investment securities available for sale, net of tax of $ 471 0 0 0 ( 915) ( 915) -------- Total comprehensive income 6,065 Cash dividends ($.84 per share) 0 0 ( 2,126) 0 ( 2,126) Stock dividends issued 12 6,061 ( 6,073) 0 0 Cash paid in lieu of fractional stock dividends 0 0 ( 22) 0 ( 22) Issuance of stock through employee stock purchase plan/ stock option plan 1 205 0 0 206 Issuance of stock through dividend reinvestment plan 1 749 0 0 750 -------- -------- -------- -------- -------- Balance, December 31, 2003 $ 264 $ 32,928 $ 8,509 $ 1,134 $ 42,835 ======== ======== ======== ======== ======== The Notes to the Consolidated Financial Statements are an integral part of these statements. -4- Consolidated Statements of Cash Flows ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES Years Ended December 31, (Dollars in thousands) 2003 2002 2001 Cash flows from operating activities: Net income $ 6,980 $ 5,915 $ 5,092 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,013 874 828 Provision for loan losses 491 720 504 (Gain) on disposal of other real estate owned ( 6) ( 3) ( 4) Loss on disposal of bank premises and equipment 0 2 3 Deferred income taxes ( 110) ( 131) ( 113) Securities (gains) ( 199) ( 21) ( 11) Increase in cash surrender value of life insurance ( 318) ( 312) ( 286) (Increase) decrease in accrued interest receivable ( 41) ( 64) 474 (Decrease) in accrued interest payable ( 6) ( 107) ( 210) Other net 555 526 387 -------- -------- -------- Net cash provided by operating activities 8,359 7,399 6,664 -------- -------- -------- Cash flows from investing activities: Net (increase) decrease in interest bearing deposits with banks 94 ( 416) ( 507) Sales of available for sale securities 20,839 1,223 5,427 Maturities of available for sale securities 30,480 21,754 36,239 Purchase of available for sale securities ( 51,475) ( 41,961) ( 40,433) (Purchases) redemptions of FHLB stock ( 644) ( 565) 431 Net (increase) in loans ( 63,811) ( 31,725) ( 41,118) Purchases of bank premises and equipment ( 2,261) ( 1,641) ( 512) Proceeds from disposal of other real estate owned 89 64 180 Proceeds from disposal of bank premises and equipment 0 7 4 Investment in cash surrender value life insurance policies 0 ( 682) 0 -------- -------- -------- Net cash (used) by investing activities ( 66,689) ( 53,942) ( 40,289) -------- -------- -------- Cash flows from financing activities: Net increase in deposits 39,475 38,000 39,160 Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 8,632 ( 10,723) 13,105 Proceeds from debt 10,000 5,026 8,025 Payment on debt ( 1,346) ( 3,000) ( 3,316) Cash dividends paid ( 2,126) ( 1,722) ( 1,411) Cash paid in lieu of fractional stock dividends ( 22) 0 ( 20) Proceeds from sale of stock 956 838 1,009 -------- -------- -------- Net cash provided by financing activities 55,569 28,419 56,552 -------- -------- -------- Net increase (decrease) in cash and cash equivalents ( 2,761) ( 18,124) 22,927 Cash and cash equivalents, beginning balance 18,873 36,997 14,070 -------- -------- -------- Cash and cash equivalents, ending balance $ 16,112 $ 18,873 $ 36,997 ======== ======== ======== Supplemental disclosure of cash flows information: Cash paid during the year for: Interest 6,763 8,092 10,887 Income taxes 2,650 2,375 2,200 Supplemental schedule of noncash investing and financing activities: Other real estate acquired in settlement of 83 61 392 loans Unrealized gain (loss) on investment securities available for sale (net of tax effects) ( 915) 1,769 ( 182) The Notes to the Consolidated Financial Statements are an integral part of these statements. -5- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations Orrstown Financial Services, Inc.'s primary activity consists of owning and supervising its 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. Its twelve branches are located in Shippensburg (2), Carlisle (3), Spring Run, Orrstown, Chambersburg (3), Mechanicsburg and Greencastle, Pennsylvania. Pennbanks Insurance Company Cell P1 is a reinsurer of credit, life, and disability insurance which services customers of Orrstown Bank. Principles of consolidation The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, Orrstown Bank and Pennbanks Insurance Company Cell P1. All significant intercompany transactions and accounts have been eliminated. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for losses on loans and foreclosed real estate, management obtains independent appraisals for significant properties. While management uses available information to recognize losses on loans and foreclosed real estate, future additions to the allowances may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Corporation's allowance for losses on loans and foreclosed real estate. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Because of these factors, management's estimate of credit losses inherent in the loan portfolio and the related allowance may change in the near term. Investment securities Under generally accepting accounting principles, the Corporation may segregate their investment portfolio into three specific categories: "securities held to maturity", "trading securities" and "securities available for sale". Securities held to maturity are to be accounted for at their amortized cost; securities classified as trading securities are to be accounted for at their current market value with unrealized gains and losses on such securities included in current period earnings; and securities classified as available for sale are to be accounted for at their current market value with unrealized gains and losses on such securities to be excluded from earnings and reported as a net amount in other comprehensive income. Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Corporation has the ability at the time of purchase to hold securities until maturity, they are classified as securities held to maturity and carried at amortized historical cost. Securities to be held for indefinite periods of time and not intended to be held to maturity are classified as available for sale and carried at fair value. Securities held for indefinite periods of time include securities that management intends to use as part of its asset and liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk and other factors related to interest rate and resultant prepayment risk changes. The Corporation has classified all of its investment securities as "available for sale". Realized gains and losses on dispositions are based on the net proceeds and the adjusted book value of the securities sold, using the specific identification method. Unrealized gains and losses on investment securities available for sale are based on the difference between book value and fair value of each security. These gains and losses are credited or charged to other comprehensive income, whereas realized gains and losses flow through the Corporation's results of operations. Cash flows For purposes of the Statements of Cash Flows, the Corporation has defined cash and cash equivalents as those amounts included in the balance sheet captions "Cash and due from banks" and "Federal funds sold". The Corporation has elected to present the net increase or decrease in deposits with banks, loans, and deposits in the Statements of Cash Flows. Premises, equipment, furniture and fixtures and depreciation Buildings, improvements, equipment, furniture and fixtures are carried at cost less accumulated depreciation. Depreciation has been provided generally on the straight-line method and is computed over the estimated useful lives of the various assets as follows: Years Buildings and improvements 10-40 Equipment, furniture and fixtures 3-15 Repairs and maintenance are charged to operations as incurred. Computer software is amortized over 3-5 years. Intangibles Identifiable intangible assets are amortized on a straight-line basis over fifteen years. Advertising The Corporation follows the policy of charging costs of advertising to expense as incurred. Advertising expense was $ 267,000, $ 218,000, and $ 196,000, for 2003, 2002, and 2001, respectively. Loans and allowance for loan losses Loans are stated at the amount of unpaid principal, reduced by an allowance for loan losses. Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. The allowance for loan losses is established through a provision for loan losses charged to expenses. Loans are charged against the allowance when management believes that the collectibility of the principal is -6- unlikely. The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on evaluations of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay. Nonaccrual/Impaired loans The accrual of interest income on loans ceases when principal or interest is past due 90 days or more and collateral is inadequate to cover principal and interest or immediately if, in the opinion of management, full collection is unlikely. Interest accrued but not collected as of the date of placement on nonaccrual status is reversed and charged against current income unless fully collateralized. Subsequent payments received either are applied to the outstanding principal balance or recorded as interest income, depending on management's assessment of the ultimate collectibility of principal. Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote. Interest payments received on such loans are applied as a reduction of loan principal balance. Interest income on impaired loans is recognized only to the extent of interest payments received. Foreclosed real estate Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at the lower of carrying value or fair value less estimated costs to sell the underlying collateral. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less estimated cost to sell. Earnings per share of common stock Earnings per share is calculated as net income divided by the weighted average number of shares outstanding, after giving retroactive recognition to a 5% stock dividend in September 2001 and May 2003. For diluted net income per share, net income is divided by the weighted average of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents. The Corporation's common stock equivalents consist of outstanding stock options. A reconciliation of the weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows. There is no adjustment to net income to arrive at diluted net income per share. 2003 2002 2001 Weighted average shares 2,527,185 2,510,144 2,485,042 outstanding (basic) Impact of common stock 80,584 56,537 32,999 equivalents --------- --------- --------- Weighted average shares 2,607,769 2,566,681 2,518,041 outstanding (diluted) ========= ========= ========= Stock-Based Compensation The Corporation grants stock options for a fixed number of shares to directors and employees with an exercise price equal to the fair value of the shares at the date of grant. The Corporation accounts for stock option grants using the intrinsic-value method in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related Interpretations. Under the intrinsic-value method, because the exercise price of the Corporation's employee stock options is more than or equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. See Note 10 for the proforma effect on net income and earnings per share as if the Corporation had applied the fair value recognition provisions of FASB Statement 123, "Accounting for Stock-Based Compensation" to stock-based employee compensation. Federal income taxes For financial reporting purposes the provision for loan losses charged to operating expense is based on management's judgment, whereas for federal income tax purposes, the amount allowable under present tax law is deducted. Additionally, deferred compensation is charged to operating expense in the period the liability is incurred for financial reporting purposes, whereas for federal income tax purposes, these expenses are deducted when paid. As a result of these and timing differences in depreciation expense, deferred income taxes are provided for in the financial statements. See Note 11 for further details. Fair values of financial instruments The Corporation meets the requirements for disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Corporation. The following methods and assumptions were used by the Corporation in estimating fair values of financial instruments as disclosed herein: Cash, Due from Banks, Short-Term Investments, and Federal Funds Sold. The carrying amounts of cash, due from banks, short-term investments, and federal funds sold approximate their fair value. Securities Available for Sale. Fair values for investment securities are based on quoted market prices. Loans Receivable. For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Deposit Liabilities. The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposits and IRA's are estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected maturities on time deposits. -7- Short-Term Borrowings. The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Corporation's current incremental borrowing rates for similar types of borrowing arrangements. Long-Term Borrowings. The fair value of the Corporation's long-term debt is estimated using a discounted cash flow analysis based on the Corporation's current incremental borrowing rate for similar types of borrowing arrangements. Accrued Interest. The carrying amounts of accrued interest approximate their fair values. Off-Balance-Sheet Instruments. The Corporation generally does not charge commitment fees. Fees for standby letters of credit and other off-balance-sheet instruments are not significant. Comprehensive income Under generally accepted accounting principles, comprehensive income is defined as the change in equity from transactions and other events from nonowner sources. It includes all changes in equity except those resulting from investments by shareholders and distributions to shareholders. Comprehensive income includes net income and certain elements of "other comprehensive income" such as foreign currency transactions; accounting for futures contracts; employers accounting for pensions; and accounting for certain investments in debt and equity securities. The Corporation has elected to report its comprehensive income in the statement of changes in of shareholders' equity. The only element of "other comprehensive income" that the Corporation has is the unrealized gain or loss on available for sale securities. The components of the change in net unrealized gains (losses) on securities were as follows: (Dollars in thousands) 2003 2002 2001 Gross unrealized holding gains (losses) arising during the year ($ 1,187) $ 2,701 ($ 265) Reclassification adjustment for (gains) losses realized in net income ( 199) ( 21) ( 11) ------- -------- --------- Net unrealized holding gains (losses) before ( 1,386) 2,680 ( 276) taxes Tax effect 471 ( 911) 94 ------- -------- --------- Net change ($ 915) $ 1,769 ($ 182) ======= ======== ========= NOTE 2. INVESTMENTS At December 31, 2003 and 2002 the investment securities portfolio was comprised of securities classified as "available for sale", resulting in investment securities being carried at fair value. The amortized cost and fair values of investment securities available for sale at December 31 were: Amortized Gross Gross Fair Cost Unrealized Unrealized Value Gains Losses (Dollars in thousands) 2003 U. S. Treasury securities and obligations of U. S. Government corporations and agencies $ 15,050 $ 51 $ 115 $ 14,986 Obligations of states and political subdivisions 22,022 1,185 3 23,204 Mortgage-backed securities 45,867 448 186 46,129 Corporate bonds 1,945 0 18 1,927 Equity securities 2,472 395 39 2,828 -------- ------- -------- -------- Totals $ 87,356 $ 2,079 $ 361 $ 89,074 ======== ======= ======== ======== Amortized Gross Gross Fair Cost Unrealized Unrealized Value Gains Losses (Dollars in thousands) 2002 U. S. Treasury securities and obligations of U. S. Government corporations and agencies $ 5,018 $ 195 $ 0 $ 5,213 Obligations of states and political subdivisions 25,691 2,012 0 27,703 Mortgage-backed securities 52,238 926 36 53,128 Corporate bonds 1,943 0 158 1,785 Equity securities 2,112 270 105 2,277 -------- ------- -------- -------- Totals $ 87,002 $ 3,403 $ 299 $ 90,106 ======== ======= ======== ======== -8- NOTE 2. INVESTMENTS (Continued) The amortized cost and fair values of investment securities available for sale at December 31, 2003, by contractual maturity are shown below. Contractual maturities will differ from expected maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (Dollars in thousands) Amortized Fair Value Cost Due in one year or less $ 2,007 $ 2,037 Due after one year through five years 14,890 14,849 Due after five years through ten years 2,521 2,633 Due after ten years 19,599 20,598 Mortgage-backed securities 45,867 46,129 Equity securities 2,472 2,828 -------- -------- $ 87,356 $ 89,074 ======== ======== Proceeds from sales of securities available for sale during 2003, 2002, and 2001, were $ 20,839,000, $ 1,223,000, and $ 5,427,000, respectively. Gross gains and losses on 2003 sales were $ 525,612 and $ 326,485, respectively. Gross gains and losses on 2002 sales were $ 65,533 and $ 44,872, respectively. Gross gains and losses on 2001 sales were $ 57,840 and $ 46,394, respectively. .. The Corporation owned $ 2,668,800 of Federal Home Loan Bank stock, $ 54,000 of Atlantic Central Bankers Bank stock and $ 189,000 of Federal Reserve Bank stock at December 31, 2003. At December 31, 2002 the Corporation's stock ownership was $ 2,024,600 of Federal Home Loan Bank stock, $ 54,000 of Atlantic Central Bankers Bank stock and $ 189,000 of Federal Reserve Bank stock. Market value approximates cost since none of the stocks are actively traded. Securities with a market value of $ 70,143,000 and $ 67,047,000 at December 31, 2003 and 2002, respectively, were pledged to secure public funds and for other purposes as required or permitted by law. NOTE 3. CONCENTRATION OF CREDIT RISK The Corporation grants agribusiness, commercial, residential and consumer loans to customers in South Central Pennsylvania, principally Franklin and Cumberland Counties. Although the Corporation maintains a diversified loan portfolio, a significant portion of its customers' ability to honor their contracts is dependent upon economic sectors for construction contractors, non- residential building operators, sales finance, sub-dividers and developers. Management evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon the extension of credit, is based on management's credit evaluation of the customer. Collateral held varies but generally includes equipment and real estate. NOTE 4. ALLOWANCE FOR LOAN LOSSES Activity in the allowance for loan losses is summarized as follows: (Dollars in thousands) 2003 2002 2001 Balance at beginning of period $ 3,734 $ 3,104 $ 2,691 Recoveries 17 11 7 Provision for loan losses charged to income 491 720 504 ------- ------- ------- Total 4,242 3,835 3,202 Losses 81 101 98 ------- ------- ------- Balance at the end of period $ 4,161 $ 3,734 $ 3,104 ======= ======= ======= NOTE 5. LOANS TO RELATED PARTIES The Corporation has granted loans to the officers and directors of the Corporation and its subsidiary and to their associates. Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than normal risk of collectibility. The aggregate dollar amount of these loans was $ 2,630,000 at December 31, 2003, and $ 1,636,000 at December 31, 2002. During 2003, $ 1,885,000 of new loans were made and repayments totaled $ 891,000. Outstanding loans to employees totaled $ 2,218,000 and $ 2,176,000 at December 31, 2003 and 2002, respectively. NOTE 6. DELINQUENT AND NONACCRUAL LOANS Loans 90 days or more past due (still accruing interest) were as follows at December 31: 2003 2002 2001 Commercial, financial and agricultural $ 1,594,000 $ 190,000 $ 188,000 Real estate mortgages 1,134,000 1,245,000 392,000 Consumer 15,000 11,000 64,000 ----------- ----------- --------- Total $ 2,743,000 $ 1,446,000 $ 644,000 =========== =========== ========= -9- NOTE 6. DELINQUENT AND NONACCRUAL LOANS (Continued) The following table shows the principal balances of nonaccrual loans as of December 31: 2003 2002 2001 Nonaccrual loans $ 130,000 $ 85,000 $ 56,000 ========= ======== ======== Interest income that would have been accrued at original contract rates $ 12,727 $ 9,177 $ 8,636 Amount recognized as interest income 391 2,304 4,028 --------- -------- -------- Foregone revenue $ 12,336 $ 6,873 $ 4,608 ========= ======== ======== The Corporation had no impairment of loans as of December 31, 2003, 2002, and 2001. During 2003, the Corporation foreclosed on loans secured by two real estate properties. These properties were sold during 2003 at a gain of $ 5,764, which is included in other income on the statements of income. Gains from sales of foreclosed property for the years ended December 31, 2002 and 2001 were $ 2,736 and $ 4,150, respectively. The Corporation is holding a property that was obtained through foreclosure during 2001. The carrying value of $ 211,317 for this property is included in other assets on the balance sheet at December 31, 2003 and 2002. NOTE 7.FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financial needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The contract amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Contract or Notional Amount (Dollars in thousands) 2003 2002 Financial instruments whose contract amounts represent credit risk at December 31: Commitments to extend credit $ 86,481 $ 70,197 Standby letters of credit and financial guarantees written 9,469 4,996 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, real estate, equipment, and income-producing commercial properties. Standby letters of credit and financial guarantees written are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Corporation holds collateral supporting those commitments when deemed necessary by management. During 2003, the Corporation entered into purchase commitments of $ 721,610 related to the construction of a new branch office. At December 31, 2003, $ 234,763 of these commitments had been paid. NOTE 8.PREMISES AND EQUIPMENT A summary of bank premises and equipment is as follows: (Dollars in thousands) 2003 2002 Land $ 1,358 $ 851 Buildings and improvements 7,870 7,053 Leasehold improvements 199 199 Furniture and equipment 7,587 6,768 Construction in progress 334 236 --------- -------- Total 17,348 15,107 Less accumulated depreciation and amortization 6,180 5,258 --------- -------- Bank premises and equipment, net $ 11,168 $ 9,849 ========= ======== Depreciation expense amounted to $ 943,484 in 2003, $ 803,123 in 2002, and $ 755,174 in 2001. -10- NOTE 9. RETIREMENT PLANS The Corporation maintains a 401(k) profit-sharing plan for those employees who meet the eligibility requirements set forth in the plan. Employer contributions to the plan are based on corporate performance and are at the discretion of the Corporation's Board of Directors. In addition, there is a provision for an employer match of 50 cents on the dollar for employee contributions up to 6% of the employees' eligible compensation. Substantially all of the Corporation's employees are covered by the plan and the contributions charged to operations were $ 754,498, $ 650,065, and $ 538,062, for 2003, 2002, and 2001, respectively. The Corporation has a deferred compensation arrangement with certain present and former board directors whereby a director or his beneficiaries will receive a monthly retirement benefit at age 65. The arrangement is funded by an amount of life insurance on the participating director calculated to meet the Corporation's obligations under the compensation agreement. The cash value of the life insurance policies is an unrestricted asset of the Corporation. The estimated present value of future benefits to be paid, which is included in other liabilities, amounted to $ 122,029 and $ 124,057 at December 31, 2003 and 2002, respectively. Total annual expense for this deferred compensation plan was $ 12,325 for 2003, $ 12,456 for 2002, and $ 19,064 for 2001. The Corporation also has a supplemental discretionary deferred compensation plan for executive officers and directors. The plan is funded annually with salary and fee reductions which are placed in a trust account invested by the Corporation's trust department. Total amount contributed to the plan was $ 58,800, $ 27,050, and $ 44,300, for 2003, 2002, and 2001, respectively. The Corporation adopted three supplemental retirement and salary continuation plans for directors and executive officers. These plans are funded with single premium life insurance on the plan participants. The cash value of the life insurance policies is an unrestricted asset of the Corporation. The estimated present value of future benefits to be paid totaled $ 952,296 and $ 744,251 at December 31, 2003 and 2002, respectively, which is included in other liabilities. Total annual expense for these plans amounted to $ 245,460, $ 257,468, and $ 175,460, for 2003, 2002, and 2001, respectively. NOTE 10. STOCK COMPENSATION PLANS During 2000 the Corporation implemented two stock option plans (one for employees and one for nonemployee directors). Under the Corporation's stock option plans the Corporation may grant options to its directors, officers, and employees for up to 253,575 shares of common stock. Both incentive stock options and nonqualified stock options may be granted under the plans. The exercise price of each option equals the market price of the Corporation's stock on the date of grant and an option's maximum term is ten years. A summary of the status of the Corporation's stock option plans at December 31, 2003, 2002, and 2001 is presented below: Shares Weighted Shares Weighted Shares Weighted Average Average Average Exercise Price Exercise Exercise Price Price - - - - - - - 2003 - - - - - - - - - - - 2002 - - - - - - - - - - - - - 2001 - - - - - Outstanding at beginning of 67,363 $ 37.56 43,092 $ 35.31 21,191 $ 34.26 year Granted 24,514 53.70 24,822 41.40 22,171 36.32 Exercised 1,102 34.01 0 0 270 35.83 Forfeited 0 0 551 34.01 0 0 ------- ------- ------- ------- ------- ------- Options exercisable at year end 90,775 $ 41.97 67,363 $ 37.56 43,092 $ 35.31 ======= ======= ======= ======= ======= ======= Weighted-average fair value of options granted during the year $ 13.79 $ 13.01 $ 13.75 ======= ======= ======= Information pertaining to options outstanding at December 31, 2003 is as follows: - - - - - - - - - - - - Options Outstanding - - - - - - - - - - - - Options Exercisable - - - - - - - Exercise Prices Number Weighted Average Weighted Number Weighted Outstanding Remaining Average Exercisable Average Contractual Life Exercise Exercise Price Price $ 35.83 2,626 6.25 years $ 35.83 2,626 $ 35.83 $ 34.01 16,642 6.50 years $ 34.01 16,642 $ 34.01 $ 35.95 2,888 7.25 years $ 35.95 2,888 $ 35.95 $ 36.37 19,283 7.50 years $ 36.37 19,283 $ 36.37 $ 37.38 2,776 8.25 years $ 37.38 2,776 $ 37.38 $ 41.90 22,046 8.50 years $ 41.90 22,046 $ 41.90 $ 45.79 2,264 9.25 years $ 45.79 2,264 $ 45.79 $ 54.51 22,250 9.50 years $ 54.51 22,250 $ 54.51 ------ ------ Outstanding at end of year 90,775 8.07 years $ 41.97 90,775 $ 41.97 ====== ====== The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Years Ended December 31, 2003 2002 2001 Dividend yield 1.4% 1.6% 1.5% Expected life 9.47 years 9.47 years 8.47 years Expected volatility 20.84% 28.36% 19.77% Risk-free interest rate 3.40% 3.50% 5.33% NOTE 10. STOCK COMPENSATION PLANS (Continued) The Corporation accounts for the plans under the recognition and measurement principles of APB Opinion No. 25 and related Interpretations. No stock-based employee compensation cost is reflected in net income for options granted since all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of FASB Statement No.123 to stock-based employee compensation. Years Ended December 31, 2003 2002 2001 (In thousands, except per share data) Net income As reported $ 6,980 $ 5,915 $ 5,092 Pro forma 6,757 5,702 4,891 Basic earnings per share As reported $ 2.76 $ 2.36 $ 2.05 Pro forma 2.67 2.27 1.97 Diluted earnings per share As reported $ 2.68 $ 2.30 $ 2.02 Pro forma 2.59 2.22 1.94 During 2000 the Corporation implemented an employee stock purchase plan under which 82,688 shares of common stock have been reserved for issuance to employees. The number of shares which may be issued to each participant is determined annually, based on individual earnings, and their cost is equal to 85% of the fair market value as established by the average of the average of the daily high bid and daily low offer quotations for the shares reported in the OTC Bulletin Board service, during the ten trading days immediately preceding the date of purchase. If no bid or offer quotation for the shares is reported through the OTC Bulletin Board service during the ten business day period, the fair market value is the price of the last trade reported through the OTC Bulletin Board service prior to the purchase date. A total of 73,240 shares of common stock remained reserved at December 31, 2003 for future grants under the plan. Employees purchased 4,281, 2,076, and 2,132 shares at a weighted average price of $ 39.41, $ 34.59, and $ 29.53 per share in 2003, 2002, and 2001, respectively. Shares of common stock registered and available for issuance through approved plans at December 31, 2003 are as follows: Number of Shares Stock option plans 161,428 Employee stock purchase plan 73,240 Dividend reinvestment plan 375,845 ------- 610,513 ======= NOTE 11. INCOME TAXES The components of federal income tax expense are summarized as follows: (Dollars in thousands) 2003 2002 2001 Current year provision $ 2,788 $ 2,356 $ 2,051 Deferred income taxes (benefits) ( 110) ( 131) ( 113) ------- ------- ------- Net federal income tax expense $ 2,678 $ 2,225 $ 1,938 ======= ======= ======= Federal income taxes were computed after reducing pretax accounting income for non-taxable income in the amount of $ 1,835,294, $ 1,857,654, and $ 1,392,288 for 2003, 2002, and 2001, respectively. A reconciliation of the effective applicable income tax rate to the federal statutory rate is as follows: 2003 2002 2001 Federal income tax rate 34.0% 34.0% 34.0% Reduction resulting from: Nontaxable income 6.3 6.7 6.4 ----- ---- ----- Effective income tax rate 27.7% 27.3% 27.6% ==== ==== ==== Deferred tax liabilities have been provided for taxable temporary differences related to accumulated depreciation and unrealized gains on available for sale securities. Deferred tax assets have been provided for deductible temporary differences related to the allowance for loan losses, directors' deferred compensation and unrealized losses on available for sale securities. The net deferred tax assets (liabilities) included in the accompanying consolidated balance sheets include the following components: (Dollars in thousands) 2003 2002 Total deferred tax assets $ 1,902 $ 1,664 Total deferred tax liabilities ( 1,450) ( 1,802) ------- -------- Net deferred tax asset (liability) $ 452 ($ 138) ======= ======== The Corporation has not recorded a valuation allowance for deferred tax assets as they feel that it is more likely than not that they will be ultimately realized. -12- NOTE 11. INCOME TAXES (Continued) The tax effects of each type of significant item that gave rise to deferred taxes are: (Dollars in thousands) 2003 2002 Net unrealized losses (gains) on securities available for ($ 584) ($ 1,064) sale Depreciation ( 866) ( 738) Deferred compensation 205 187 Allowance for loan losses 1,373 1,224 Retirement plans and salary continuation 324 253 ------- -------- Net deferred tax asset (liability) $ 452 ($ 138) NOTE 12. DEPOSITS Included in interest bearing deposits at December 31 are NOW account products with balances totaling $ 146,627,000 and $ 137,963,000 for 2003 and 2002, respectively. Also included in interest bearing deposits at December 31, 2003 and 2002 are money market account products with balances totaling $ 29,641,000 and $ 19,228,000, respectively. At December 31, 2003 and 2002 time deposits of $ 100,000 and over aggregated $ 18,845,000 and $ 17,846,000, respectively. Interest expense on time deposits of $ 100,000 and over was $ 546,000, $ 710,000, and $ 1,336,000 for 2003, 2002,and 2001, respectively. At December 31, 2003 the scheduled maturities of certificates of deposit are as follows: 2004 $ 48,968 2005 17,477 2006 21,675 2007 8,760 2008 and thereafter 779 -------- $ 97,659 ======== The Corporation accepts deposits of the officers and directors of the Corporation and its subsidiary on the same terms, including interest rates, as those prevailing at the time for comparable transactions with unrelated persons. The aggregate dollar amount of deposits of officers and directors totaled $ 992,000 and $ 634,000 at December 31, 2003 and 2002, respectively. Total overdrafts of the Bank of $ 343,000 and $ 90,000 at December 31, 2003 and 2002, respectively, were reclassified as loans for financial reporting purposes. NOTE 13. LIABILITIES FOR BORROWED MONEY Federal funds purchased and securities sold under agreements to repurchase generally mature within one day from the transaction date. Information concerning securities sold under agreements to repurchase is summarized as follows: 2003 2002 Average balance during the year $ 23,014,000 $ 24,057,000 Average interest rate during the year 1.04% 1.66% Maximum month-end balance during the year $ 29,440,000 $ 29,185,000 Securities underlying the agreements at year- end: Carrying value $ 39,152,000 $ 38,184,000 Estimated fair value $ 39,640,000 $ 40,000,000 At December 31, the Corporation had notes outstanding with the Federal Home Loan Bank of Pittsburgh as follows: - - - - - - - - - Amount - - - - - - - Maturity Interest Convertible Frequency & Basis - - Date Rate to for Adjustable Adjustable Rate Rate 2003 2002 $ 1,000,000 $ 1,000,000 1/04 6.42% Fixed rate 0 1,000,000 4/03 6.58% Fixed rate 5,000,000 5,000,000 2/12 4.70% (1) 7,500,000 7,500,000 9/08 5.06% 9/15/03 (2) Quarterly based on 3 months LIBOR plus .15% 5,000,000 5,000,000 10/08 4.66% 10/7/03 (2) Quarterly based on 3 months LIBOR plus .15% 5,000,000 5,000,000 2/11 4.50% 2/7/02 (2) Quarterly based on 3 months LIBOR plus .19% 3,000,000 3,000,000 3/11 3.94% 3/25/02 (2) Quarterly based on 3 months LIBOR plus .13% 5,000,000 0 5/06 2.08% Fixed Rate 1,000,000 0 5/05 1.67% Fixed Rate 1,848,130 0 5/10 2.85% Fixed Rate 1,778,980 0 5/08 2.43% Fixed Rate 350,000 350,000 4/20 7.40% Fixed Rate 350,000 350,000 4/05 7.35% Fixed Rate ------------ ------------ $ 36,827,110 $ 28,200,000 -13- NOTE 13. LIABILITIES FOR BORROWED MONEY (Continued) (1) The 3 month LIBOR is evaluated quarterly and the loan converts to an adjustable rate if the 3 month LIBOR is greater than 8%. The rate would then adjust quarterly based on 3 month LIBOR plus .20%. (2) The rate can adjust to an adjustable rate based on market rates. Interest rates are fixed, but, as indicated above, some of the notes can convert to adjustable rates. Interest only is paid on a monthly basis. The notes contain prepayment penalty charges, but management has no intention to pay off early. Two of the above borrowings are term notes that require monthly principal reductions of the note balance. The aggregate amount of future principal payments required on these two notes at December 31, 2003 is as follows: 2004 $ 652,538 2005 669,718 2006 687,354 2007 705,457 2008 474,497 Thereafter 437,546 ----------- $ 3,627,110 =========== The Corporation also has available a $ 15 million line of credit with the Federal Home Loan Bank of Pittsburgh. The interest rate is variable and can change daily based on FHLB's cost of borrowing. Collateral for all outstanding advances and the line consists of certain securities and the Corporation's 1-4 family mortgage loans totaling $ 188,944,000 and $ 151,165,000 at December 31, 2003 and 2002, respectively. The Corporation also has available a line of credit with Atlantic Central Bankers Bank of $ 6 million at December 31, 2003 and 2002. The ACBB line of credit is unsecured and the rate is based on the daily Federal Funds rate. There were no borrowings under either line of credit at December 31, 2003 on 2002. Also included in other borrowed funds are borrowings against certain life insurance policies that are used to fund deferred compensation benefits for certain directors. Interest rates are fixed at 8%. Collateral is the cash surrender value of the policies as disclosed in Note 9. The total balance of these loans was $ 366,000 and $ 339,000 at December 31, 2003 and 2002, respectively. Total interest on borrowed funds charged to operations was $ 1,498,734, $ 1,517,619, and $ 1,420,799, for 2003, 2002, and 2001, respectively. NOTE 14. ORRSTOWN FINANCIAL SERVICES, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION The following are the condensed balance sheets, income statements and statements of cash flows for the parent company: Balance Sheets December 31 (Dollars in thousands) 2003 2002 Assets Cash $ 1,385 $ 1,312 Securities available for sale 2,794 2,238 Investment in wholly-owned subsidiaries 40,043 35,594 Property and equipment (net of depreciation) 0 1 Other assets 32 71 -------- -------- Total assets $ 44,254 $ 39,216 ======== ======== Liabilities Accrued expenses $ 593 $ 489 Deferred taxes 126 65 Notes payable 700 700 -------- -------- Total liabilities 1,419 1,254 -------- -------- Shareholders' Equity Common stock, no par value - $ .1041 stated 264 250 value per share, 10,000,000 shares authorized with 2,537,011 shares issued at December 31, 2003; 2,398,405 shares issued at December 31, 2002 Additional paid-in capital 32,928 25,913 Retained earnings 8,509 9,750 Accumulated other comprehensive income 1,134 2,049 -------- -------- Total shareholders' equity 42,835 37,962 -------- -------- Total liabilities and shareholders' equity $ 44,254 $ 39,216 ======== ======== -14- NOTE 14. ORRSTOWN FINANCIAL SERVICES, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (Continued) Income Statements Years Ended December 31 2003 2002 2001 (Dollars in thousands) Income Dividends from wholly-owned subsidiary $ 1,415 $ 1,010 $ 1,000 Other interest and dividend income 134 130 121 Other income 92 29 ( 6) Gain on sale of investment securities 128 6 1 ------- ------- ------- Total Income 1,769 1,175 1,116 ------- ------- ------- Expenses Interest on borrowings 52 52 52 Other expenses 190 179 161 ------- ------- ------- Total Expenses 242 231 213 ------- ------- ------- Income before income taxes and equity in 1,527 944 903 undistributed income of subsidiaries Income tax expense (benefit) 30 ( 29) ( 39) ------- ------- ------- Income before equity in undistributed income 1,497 973 942 of subsidiaries ------- ------- ------- Equity in undistributed income of Subsidiaries Net income of subsidiaries 6,898 5,952 5,150 Less: dividends ( 1,415) ( 1,010) ( 1,000) ------- ------- ------- Equity in undistributed net income of subsidiaries 5,483 4,942 4,150 ------- ------- ------- Net income $ 6,980 $ 5,915 $ 5,092 ======= ======= ======= Statements of Cash Flows Years Ended December 31 (Dollars in thousands) 2003 2002 2001 Cash flows from operating activities: Net income $ 6,980 $ 5,915 $ 5,092 Adjustments to reconcile net income to cash provided by operating activities: Security (gains) ( 128) ( 6) ( 1) Equity in undistributed income of subsidiary ( 5,483) ( 4,942) ( 4,150) Increase (decrease) in other liabilities 104 95 48 (Increase) decrease in other assets 40 ( 14) 27 -------- -------- -------- Net cash provided by operating activities 1,513 1,048 1,016 -------- -------- -------- Cash flows from investing activities: Purchase of available for sale securities ( 791) ( 329) ( 127) Sales of available for sale securities 543 208 120 Purchases of property and equipment 0 0 ( 2) Sales of property and equipment 0 5 100 -------- -------- -------- Net cash provided (used) by investing ( 248) ( 116) 91 activities -------- -------- -------- Cash flows from financing activities: Cash dividends paid ( 2,126) ( 1,722) ( 1,411) Cash paid in lieu of fractional stock ( 22) 0 ( 20) dividends Proceeds from sale of stock 956 838 1,009 -------- -------- -------- Net cash provided (used) by financing ( 1,192) ( 884) ( 422) activities -------- -------- -------- Net increase (decrease) in cash 73 48 685 Cash, beginning balance 1,312 1,264 579 -------- -------- -------- Cash, ending balance $ 1,385 $ 1,312 $ 1,264 ======== ======== ======== -15- NOTE 15. REGULATORY MATTERS Dividends paid by Orrstown Financial Services, Inc. are generally provided from the subsidiary bank's dividends to the parent company. Under provisions of the Pennsylvania Banking Code, cash dividends may be paid from accumulated net earnings (retained earnings) as long as minimum capital requirements are met. The minimum capital requirements stipulate that the bank's surplus or additional paid-in capital be equal to the amount of capital. Orrstown Bank is well above these requirements and the balance of $ 32,734,000 in its retained earnings at December 31, 2003 is fully available for cash dividends. Orrstown Financial Services' balance of retained earnings at December 31, 2003 is $ 8,509,000 and would be available for cash dividends, although payment of dividends to such extent would not be prudent or likely. The Federal Reserve Board, which regulates bank holding companies, establishes guidelines which indicate that cash dividends should be covered by current period earnings. The Corporation is also subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. Under capital adequacy guidelines, the Corporation is required to maintain minimum capital ratios. The leverage ratio compares capital to total adjusted balance sheet assets, while the risk-based ratios compare capital to risk-weighted assets and off-balance-sheet activity in order to make capital levels more sensitive to risk profiles of individual banks. A comparison of Orrstown Financial Services' capital ratios to regulatory minimums at December 31 is as follows: Orrstown Financial Regulatory Services Minimum 2003 2002 Requirements Leverage ratio 8.92% 8.78% 4% Risk-based capital ratios: Tier I (core capital) 12.15% 12.68% 4% Combined Tier I and Tier II (core capital plus allowance for loan losses) 13.38% 13.94% 8% As of December 31, 2003 the most recent notification, from the Federal Reserve Board, categorized the Corporation as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Corporation's category. NOTE 16. LEASES The Corporation leases land and building space associated with certain branch offices, remote automated teller machines, and certain data processing equipment under agreements which expire at various times from 2004 through 2008. Total rent expense charged to operations in connection with these leases was $ 218,769, $ 180,766, and $ 172,309 for 2003, 2002, and 2001, respectively. The total minimum rental commitments under operating leases at December 31, 2003 are as follows: Due in the year ending December 31: 2004 $ 141,169 2005 80,920 2006 81,539 2007 78,695 2008 71,862 --------- $ 454,185 ========= NOTE 17. COMPENSATING BALANCE ARRANGEMENTS The Corporation maintains deposit balances at several correspondent banks which provide check collection and item processing services to the Corporation. The balances with these correspondent banks, at times, exceed federally insured limits, which management considers to be a normal business risk. Required deposit balances at the Federal Reserve were $ 65,000 at both December 31, 2003 and 2002. Required deposit balances at Atlantic Central Bankers Bank were $ 540,000 at both December 31, 2003 and 2002. -16- NOTE 18. FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair values of the Corporation's financial instruments were as follows at December 31: - - - - 2003 - - - - - - - - - 2002 - - - - - (Dollars in thousands) Carrying Fair Carrying Fair Amount Value Amount Value FINANCIAL ASSETS Cash, due from banks, and short-term investments $ 13,284 $ 13,284 $ 11,751 $ 11,751 Federal funds sold 3,829 3,829 8,217 8,217 Securities available for sale 89,074 89,074 90,106 90,106 Restricted bank stocks 2,912 2,912 2,268 2,268 Loans 345,054 281,391 Allowance for loan losses ( 4,161) ( 3,734) --------- -------- Net loans 340,893 344,897 277,657 286,073 Accrued interest receivable 1,647 1,647 1,606 1,606 --------- --------- --------- --------- Total financial assets $ 451,639 $ 455,643 $ 391,605 $ 400,021 ========= ========= ========= ========= FINANCIAL LIABILITIES Deposits $ 358,643 $ 360,997 $ 319,168 $ 321,156 Short-term borrowed funds 29,440 29,440 20,808 20,808 Long-term borrowed funds 37,193 38,497 28,539 29,942 Accrued interest payable 397 397 403 403 --------- --------- --------- --------- Total financial liabilities $ 425,673 $ 429,331 $ 368,918 $ 372,309 ========= ========= ========= ========= NOTE 19. SUBSEQUENT EVENT On January 2, 2004, the Board of Directors of Orrstown Financial Services, Inc. approved a 2-for-1 stock split payable February 10, 2004. Under this split, shareholders will receive one additional share of stock for each share owned. -17- Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the selected supplementary financial information presented in this report. Summary For the year ended December 31, 2003, Orrstown Financial Services, Inc. (the Corporation) and its wholly owned subsidiary Orrstown Bank (the Bank) recorded net income of $ 6,980,000, an increase of 18.0% over 2002 earnings of $ 5,915,000, which was a 16.2% increase over net income of $ 5,092,000 in 2001. Net income per share (EPS) has increased over this time period from $ 2.05 in 2001 to $ 2.36 in 2002 and $ 2.76 in 2003. The per share amounts have been restated to reflect the 5% stock dividend paid to shareholders on September 15, 2001 and the 5% stock dividend paid to shareholders on May 30, 2003. The Corporation's earnings performance continues to be well above peer group averages as measured by various ratio analyses. Two widely recognized performance indicators are the return on average assets (ROA) and the return on average equity (ROE). The return on average assets was 1.57% in 2003, 1.53% in 2002, and 1.50% in 2001. The return on average equity was 17.20% in 2001, 17.19% in 2002, and 17.24% in 2003. Peer averages for publicly traded community banks with $500 million in assets or less, have been approximately 0.90% for ROA and 10% for ROE during the past few years. Net Interest Income Net interest income is the amount by which interest income on earning assets exceeds interest paid on interest bearing liabilities. The amount of net interest income is affected by changes in interest rates, account balances or volume and the mix of earning assets and interest bearing liabilities. Net interest income is still the primary source of commercial bank profits despite the continued industry wide push to build noninterest income streams. For the year ended December 31, 2003, net interest income totaled $ 16,727,000, an increase of $ 1,539,000, or 10.1%, over 2002. The 2002 total was $ 15,188,000, or 14.2%, over 2001. On a taxable equivalent basis, net interest income increased by 9.5% in 2003 and 15.2% in 2002. Marginal tax rates used in the taxable equivalent equation were 34% for all three years presented. The Corporation's taxable equivalent net interest spread was 3.88% in 2001, 4.06% in 2002, and 3.90% in 2003. The net interest margin, which factors in noninterest bearing funds sources, has moved from 4.38% to 4.43% to 4.20%, respectively. Average earning assets represented 94.0% of total average assets in 2003, 93.5% in 2002, and 92.9% in 2001 as growth in interest bearing assets has consistently outstripped growth in nonearning assets. The historically low interest rate environment of 2002 continued into 2003. In June 2003, the Federal Reserve Board cut the federal funds rate 25 basis points. The prime lending rate followed suit, lowering from 4.25% to 4.00%, where it stood at December 31, 2003. Volume factors were responsible for the 9.5% growth in net interest income, on a tax equivalent basis, that was achieved during 2003. Interest earning assets grew 15.6%, or $ 56,370,000 during 2003, on an average daily basis and interest bearing liabilities grew 14.2%, or $ 43,722,000, on an average daily basis. Thus free funds were up by $ 12,648,000, but net interest spread declined to 3.90% from 4.06% and net interest margin declined from 4.43% to 4.20%. The growth of our interest earning assets enabled us to grow net interest income during a period of spread contraction throughout the entire industry. Our deposit mix, which is heavily laden with variable rate transaction accounts with discretionary pricing, enabled us to lower cost of funds and hold spreads at the aforementioned levels. The Corporation's balance sheet is positioned to hold spreads in a flat or slightly falling interest rate environment but is well positioned for spread increases should there be a rising rate environment. -18- ANALYSIS OF NET INTEREST INCOME Average Balances and Interest Rates Taxable Equivalent Basis 2003 2002 2001 Tax Tax Tax Tax Tax Tax Average Equivalent Equivalent Average Equivalent Equivalen Average Equivalent Equivalent (Dollars in Thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS: Interest Earning Assets: Federal funds sold & interest bearing bank balances $ 14,678 $ 158 1.08% $ 16,830 $ 277 1.65% $ 16,291 $ 500 3.07% ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- - Investment securities: Taxable investment securities 63,972 2,381 3.72 54,643 2,891 5.29 51,056 3,270 6.40 Tax-exempt investment securities 24,509 2,022 8.25 24,853 2,076 8.35 15,891 1,363 8.58 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total investment securities 88,481 4,403 4.98 79,496 4,967 6.25 66,947 4,633 6.92 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Loans: Taxable loans 310,311 19,444 6.27 261,114 18,473 7.07 229,815 19,117 8.32 Tax-exempt loans 3,522 252 7.16 3,182 245 7.70 3,288 290 8.82 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total Loans 313,833 19,696 6.28 264,296 18,718 7.08 233,103 19,407 8.33 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total interest- earning 416,992 24,257 5.82 360,622 23,962 6.64 316,341 24,540 7.76 Non-Interest Earning Assets: Cash and due from banks 9,580 8,853 8,242 Bank premises and equipment 10,505 9,427 9,136 Other assets 10,604 10,229 9,542 Less allowance for loan losses (3,944) (3,366) (2,833) ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total $ 443,737 $385,765 $340,428 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- LIABILITIES AND SHAREHOLDERS' EQUITY: Interest Bearing Liabilities: Interest bearing demand deposits $ 170,832 $ 2,035 1.19 $136,500 $ 2,202 1.61 $ 99,103 $ 2,455 2.48 Savings deposits 26,602 140 0.53 23,558 201 0.85 20,787 301 1.45 Time deposits 97,539 2,840 2.91 94,043 3,666 3.90 102,856 5,591 5.44 Short term borrowings 23,294 243 1.04 24,057 398 1.65 24,275 909 3.74 Long term 34,013 1,499 4.41 30,400 1,518 4.99 28,279 1,421 5.02 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total interest bearing 352,280 6,757 1.92 308,558 7,985 2.59 275,300 10,677 3.88 Non-Interest Bearing Liabilities: Demand deposits 47,416 39,688 32,628 Other 3,550 3,111 2,888 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total 403,246 351,357 310,816 Liabilities Shareholders' Equity 40,491 34,408 29,612 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Total $ 443,737 1.62 $385,765 2.21 $340,428 3.38 ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Net interest income/net interest spread $ 17,500 3.90% $ 15,977 4.06% $ 13,863 3.88% ---------- ----------- ----- --------- ----------- ----- --------- --------- ----- Net interest margin 4.20% 4.43% 4.38% ----- ----- ----- -19- Noninterest Income and Expenses Other income, excluding securities gains, increased $ 894,000, or 16.7% in 2003. Loan demand and growth was quite good during the year, thus increasing loan fees in general. The Bank's entry into the Federal Home Loan Bank of Pittsburgh's Mortgage Partnership Program, in May 2003, plus an abundance of residential mortgage refinancing opportunities during the year, allowed an increase of $ 238,000 in secondary mortgage market revenue in 2003 versus 2002. Continued balance sheet growth provided deposit service charge opportunities as well. Fees from debit card usage, bounce protection and merchant accounts grew nicely during 2003. The growth in debit card activity outstripped the cutback in interchange fees that was suffered on August 1, 2003. The debit card area will require close analysis during 2004. Other expenses rose $ 1,322,000, or 11.3% in 2003 due primarily to the Corporation's continued above average growth pattern. In addition, the Bank opened its twelfth full service branch during May 2003 in Chambersburg, Pennsylvania. This became the fourth branch in the Chambersburg Region, where the Bank has been gaining market share. Capital expenditure and additional personnel were required to open the new branch plus accommodate the Corporation's overall growth. Commission based employees in the loan and asset management areas had a productive year, adding to the growth in salaries and benefits. Despite the 11.3% increase in noninterest expenses, the Corporation was able to generate an efficiency ratio of 54.6% for 2003, following 54.5% for 2002 and 55.6% during 2001. The Corporation has consistently maintained an efficiency ratio below 60%, which is an enviable level for a community bank with assets under $ 500 million. The table that follows provides additional information regarding noninterest income and noninterest expense changes over the past three years: ANALYSES OF NONINTEREST INCOME AND EXPENSES Year Ended December 31 % Change (Dollars in Thousands) 2003 2002 2001 2003-2002 2002-2001 OTHER INCOME: Service charges on deposit accounts $ 2,628 $ 2,257 $ 1,890 16.4% 19.4% Loan service charges and fees 848 485 445 74.8% 9.0% ATM fees 167 177 186 -5.6% -4.8% Other service charges, commissions and fees 223 252 113 -11.5% 123.0% Trust department income 1,463 1,386 1,219 5.6% 13.7% Brokerage income 485 394 261 23.1% 51.0% Cash surrender value increases 335 327 302 2.4% 8.3% Other operating income 84 61 53 37.7% 15.1% Subtotal before securities transactions 6,233 5,339 4,469 16.7% 19.5% --------- --------- -------- ------ ------ Securities gains (losses) 199 21 11 847.6% 90.9% --------- --------- -------- ------ ------ Total other income $ 6,432 $ 5,360 $ 4,480 20.0% 19.6% --------- --------- -------- ------ ------ OTHER EXPENSES: Salaries 4,456 4,035 3,506 10.4% 15.1% Employee benefits 2,331 1,958 1,645 19.1% 19.0% Occupancy and equipment expenses 2,109 1,800 1,676 17.2% 7.4% Data processing expenses 535 493 435 8.5% 13.3% ATM expenses 203 176 200 15.3% -12.0% Telephone 230 265 249 -13.2% 6.4% Printing and supplies 268 246 232 8.9% 6.0% Postage 191 189 174 1.1% 8.6% Directors fees 308 253 241 21.7% 5.0% Advertising 267 218 196 22.5% 11.2% Pennsylvania shares tax 287 245 211 17.1% 16.1% Contributions 194 251 69 -22.7% 263.8% Other operating expenses 1,631 1,559 1,413 4.6% 10.3% --------- --------- -------- ------ ------ Total operating expenses $ 13,010 $ 11,688 $10,247 11.3% 14.1% --------- --------- -------- ------ ------ noninterest income as a % of noninterest expense 49.4% 45.9% 43.7% -20- Federal Income Taxes The Corporation's effective federal income tax rate for 2003 was 27.7%, as compared to 27.3% in 2002 and 27.6% in 2001. Corporate income tax rates for 2004 are forecast to be similar but slightly above 2003 levels. The Corporation is firmly entrenched in the 34% bracket so all taxable income will be taxed at 34% in 2004. Asset Quality and Credit Risk Analysis The quality of the Corporation's asset structure continues to be strong. A substantial amount of time is devoted by management to overseeing the investment of funds in loans and securities and the formulation of policies directed toward the profitability and minimization of risk associated with the investments. Credit Risk Analysis The Bank follows generally conservative lending practices and continues to carry a high quality loan portfolio with no unusual or undue concentrations of credit. No loans are extended to nondomestic borrowers or governments, consistent with past practice and policy. Net charge-offs historically have been quite low, when compared to industry standards, and represented only .02% of average outstanding loans during 2003 and .03% of average 2002 loans. Nonperforming loans, as represented by nonaccrual and restructured items, were .45% and .54% of outstanding loans at December 31, 2003 and 2002, respectively. Loans 90 days or more past due and still accruing represented .68% and .51% of outstanding loans at December 31, 2003 and 2002, respectively. Allowance for Loan Losses Historically, the Corporation has had an enviable record regarding its control of loan losses, but lending is a banking service that inherently contains elements of risk. The Bank policy related to the allowance for loan losses is considered to be a critical accounting policy because the allowance for loan losses represents a particularly sensitive accounting estimate. The amount of the allowance is based on management's evaluation of the collectibility of the loan portfolio, including the nature of the loan portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on evaluations of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay. Through this review and evaluation process, an amount deemed adequate to meet current growth and future loss expectations is charged to operations. The provision for loan losses amounted to $ 491,000, $ 720,000, and $ 504,000 for 2003, 2002 and 2001, respectively. These provisions compared to net charge-offs of $ 64,000, $ 90,000 and $ 91,000 for 2003, 2002 and 2001, respectively. The allowance for loan losses was increased 11.4% during 2003 while loans increased 22.6%. The reserve at December 31, 2003 represented 1.21% of loans outstanding. Net charge-offs for 2003 represented only .02% of average loans outstanding. The reserve at December 31, 2003 represented 65.0 years of coverage based upon 2003 net charge-offs and 3,201% of nonaccrual loans. In addition, approximately 50% of the allowance was unallocated under internal evaluation procedures as of December 31, 2003. SUMMARY OF LOAN LOSS EXPERIENCE Year Ended December 31 (Dollars in Thousands) 2003 2002 2001 2000 1999 Amount of loans outstanding at end of $ 345,054 $ 281,391 $ 249,816 $ 209,181 $ 180,691 period ---------- --------- ---------- --------- ----------- Daily average loans outstanding $ 313,833 $ 264,296 $ 233,103 $ 192,902 $ 169,458 ---------- --------- ---------- --------- ----------- Balance of allowance for possible loan losses at beginning of period $ 3,734 $ 3,104 $ 2,691 $ 2,455 $ 1,971 Loans charged off 81 101 98 129 128 Recoveries of loans previously charged 17 11 7 5 65 off ---------- --------- ---------- --------- ----------- Net loans charged off (recovered) 64 90 91 124 63 Additions to allowance charged to 491 720 504 360 547 expense ---------- --------- ---------- --------- ----------- Balance at end of period $ 4,161 $ 3,734 $ 3,104 $ 2,691 $ 2,455 ---------- --------- ---------- --------- ----------- Ratio of net charge-offs to average loans outstanding 0.02% 0.03% 0.04% 0.06% 0.04% ---------- --------- ---------- --------- ----------- Ratio of reserve to gross loans outstanding at December 31 1.21% 1.33% 1.24% 1.29% 1.36% ---------- --------- ---------- --------- ----------- -21- Risk Elements Nonperforming assets are comprised of nonaccrual and restructured loans and other real estate owned (OREO) not including bank premises. OREO represents property acquired through foreclosure or settlements of loans and is carried at the lower of the principal amount of the loan outstanding at the time acquired or the estimated fair value of the property. The excess, if any, of the principal balance at the time acquired over the carrying amount is charged against the reserve for loan losses. The Bank's loan loss history has been much better than peer standards and analysis of the current credit risk position is favorable. The allowance for loan losses is ample given the current composition of the loan portfolio and adequately covers the credit risk management sees under present economic conditions. Management is prepared to make any reserve adjustments that may become necessary as economic conditions change. NONPERFORMING ASSETS December 31 (Dollars in Thousands) 2003 2002 2001 2000 1999 Loans on nonaccrual (cash) basis $ 130 $ 85 $ 56 $ 12 $ 64 Loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the 1,410 1,428 0 0 0 borrower OREO 211 211 211 0 0 ------ -------- ----- ----- ----- Total nonperforming loans and OREO $1,751 $ 1,724 $ 267 $ 12 $ 64 ------ -------- ----- ----- ----- Ratio of nonperforming assets to total loans and OREO 0.51% 0.61% 0.11% 0.01% 0.04% ------ -------- ----- ----- ----- Ratio of nonperforming assets to total assets 0.37% 0.42% 0.07% 0.00% 0.02% ------ -------- ----- ----- ----- OTHER CREDIT RISK ELEMENTS: Loans past due 90 or more days and still accruing $2,743 $ 1,446 $ 644 $ 814 $ 97 ------ -------- ----- ----- ----- Ratio of other credit risk elements to total loans and OREO 0.79% 0.51% 0.26% 0.39% 0.05% ------ -------- ----- ----- ----- Ratio of other credit risk elements to total assets 0.58% 0.35% 0.17% 0.26% 0.04% ------ -------- ----- ----- ----- Total nonperforming and other risk assets $4,494 $ 3,170 $ 911 $ 826 $ 161 ------ -------- ----- ----- ----- Ratio of total risk assets to total loans and OREO 1.30% 1.13% 0.36% 0.39% 0.09% ------ -------- ----- ----- ----- Ratio of total risk assets to total assets 0.95% 0.77% 0.24% 0.26% 0.06% ------ -------- ----- ----- ----- Critical Accounting Estimates The Bank policy related to the allowance for loan losses is considered to be a critical accounting policy because the allowance for loan losses represents a particularly sensitive accounting estimate. The amount of the allowance is based on management's evaluation of the collectibility of the loan portfolio, including the nature of the loan portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on evaluations of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, grouping of like loans, grading of individual loan quality, review of specific problem loans, the examination of underlying collateral and current economic conditions that may affect the borrowers' ability to pay. Future Impact of Recently Issued Accounting Standards Financial Accounting Standards Board (FASB) Statement 148, Accounting for Stock- Based Compensation-Transition and Disclosure, an amendment of FASB 123, amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of Statement 123 to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information. Management does not expect there to be a significant impact from this statement, since they have elected not to expense options under the fair value based method. -22- Future Impact of Recently Issued Accounting Standards (Continued) Financial Accounting Standards Board Statement 150 - Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, was issued May of 2003 and is effective for financial instruments entered into or modified after May 31, 2003. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Provisions of this statement are consistent with the Board's proposal to revise the definition of liabilities to encompass certain obligations that a reporting entity can or must settle by issuing its own equity shares, depending on the nature of the relationship established between the holder and the issuer. Management does not expect there to be a significant impact from this statement since the Corporation currently does not have any obligations requiring settlement by the issuance of its own shares of stock. In December 2003, the Financial Accounting Standards Board released Financial Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). This Interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements, addresses consolidation by business enterprises of variable interest entities, which have one or more of the following characteristics: 1. The equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including the equity holders. 2. The equity investors lack one or more of the following essential characteristics of a controlling financial interest: a. The direct or indirect ability to make decisions about the entity's activities through voting rights or similar rights; b. The obligation to absorb the expected losses of the entity; c. The right to receive the expected residual returns of the entity. 3. The equity investors have voting rights that are not proportionate to their economic interest, and the activities of the entity involve or are conducted on behalf of an investor with the disproportionately small voting interest. Management does not expect this interpretation to have a significant impact on the Corporation's liquidity, capital resources or operations. The Corporation has investments in entities that will be guided by FIN 46 but none that appear to have the aforementioned characteristics. Liquidity, Rate Sensitivity and Interest Rate Risk Analysis The primary function of asset/liability management is to assure adequate liquidity and rate sensitivity. Liquidity management involves the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. 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. The goal is to maintain a predominantly matched position with very few planned mismatches. Rate spreads will be sacrificed at times in order to enable the overall rate sensitivity position to stay within the guidelines called for by asset/liability management policy. Rate sensitivity is measured by monthly gap analysis, quarterly rate shocks, and periodic simulation. Investment and pricing decisions are made using both liquidity and sensitivity analyses as tools. The schedule that follows reflects the degree to which the Corporation can adjust its various portfolios to meet interest rate changes. Additionally, the Bank is a Federal Home Loan Bank (FHLB) member, and standard credit arrangements available to FHLB members provide increased liquidity. -23- Liquidity, Rate Sensitivity and Interest Rate Risk Analysis (Continued) RATE SENSITIVITY ANALYSIS AT DECEMBER 31, 2003 Interest Sensitivity Period After 3 After 6 Within 3 Within 6 Within 12 After (Dollars in Thousands) Months Months Months 1 Year Total ---------- ---------- ---------- ---------- ---------- RATE SENSITIVE ASSETS (RSA): Loans 159,625 11,387 19,878 154,164 345,054 Investment securities 12,211 7,609 11,939 60,227 91,986 Other earning assets 4,830 0 0 0 4,830 ---------- ---------- ---------- ---------- ---------- Total RSA 176,666 18,996 31,817 214,391 441,870 ---------- ---------- ---------- ---------- ---------- RATE SENSITIVE LIABILITIES (RSL): Interest bearing deposits 73,170 13,991 17,056 202,150 306,367 Short term borrowed funds 29,440 0 0 0 29,440 Long term borrowed funds 1,000 0 0 36,193 37,193 ---------- ---------- ---------- ---------- ---------- Total RSL 103,610 13,991 17,056 238,343 373,000 ---------- ---------- ---------- ---------- ---------- RATE SENSITIVITY GAP: Period 73,056 5,005 14,761 (23,952) 68,870 Cumulative 73,056 78,061 92,822 68,870 GAP AS A PERCENT OF TOTAL ASSETS: Period 15.47% 1.06% 3.12% Cumulative 15.47% 16.52% 19.65% RSA/RSL cumulative 1.71 1.66 1.69 The asset biased, or positive, gap position indicates that earnings are naturally enhanced, or more easily maintained, in a rising rate environment. This indicates that the balance sheet is well positioned to react to anticipated rate increases during 2004 and positioned adequately to avoid material earnings damage if rates do not rise. Capital Adequacy and Regulatory Matters The Corporation maintains a strong capital base which provides adequate resources to absorb both normal and unusual risks inherent to the banking business. Internal capital generation, net income retained after the declaration of dividends, plus dividend reinvestment participation, have been the primary methods employed to increase capital accounts. Total shareholders' equity rose $ 4,873,000 during 2003, or an increase of 12.8% over 2002. This followed growth of 21.8% and 16.8% during 2002 and 2001, respectively. The 2003 increase would have been greater were it not for a $ 915,000 reduction in unrealized gain on securities. The increasing earnings stream during this period has allowed the Corporation to steadily increase cash dividends paid to shareholders. In 2003 cash dividends rose $ 403,000, or 23.4% over 2002 levels while net income rose 18.0% during the period. This followed a 22.1% increase in dividend payout for 2002 versus 2001. Dividends per share have moved from $ 0.568 to $ 0.686 to $ 0.841 for 2001 through 2003, respectively. CAPITAL AND DIVIDEND RATIOS (Dollars in Thousands) 2003 2002 2001 At December 31: Shareholders' equity $ 42,835 $ 37,962 $ 31,162 Equity / assets 9.07% 9.25% 8.34% For the Year: Average equity / average 9.13% 8.92% 8.70% assets Dividend payout 30.45% 29.12% 27.71% Return on average equity 17.24% 17.19% 17.20% Dividends paid $ 2,126 $ 1,723 $ 1,411 Regulatory Regulatory Capital Measures: Minimums Tier I capital ratio 12.2% 12.7% 12.3% 4.0% Total (Tier I and Tier II) 13.4% 13.9% 13.6% 8.0% capital ratio Leverage ratio 8.9% 8.8% 8.2% 4.0% The maintenance of a strong capital base, above regulatory risk based minimums and industry averages, has been an integral part of the Corporation's operating philosophy. Management foresees no problem in maintaining capital ratios well in excess of regulatory requirements. -24- Capital Adequacy and Regulatory Matters (Continued) The Corporation and its banking subsidiary are subject to periodic examinations by the Federal Reserve Bank and the Pennsylvania Department of Banking. During 2003, four examinations were conducted at the parent and subsidiary levels. The examinations included, but were not limited to, capital adequacy, asset quality, liquidity provisions, sensitivity to market risk, asset/liability management, information technology activities, adherence to banking laws and regulations, risk assessment and management practices of both the Bank and the Holding Company, trust activities and transfer agent activities. No comments were received from regulatory agencies which, if implemented, would have a material effect on Orrstown Financial Services, Inc.'s liquidity, capital resources, or operations. Summary of Quarterly Financial Data The unaudited quarterly results of operations for the years ended December 31, are as follows: 2003 2002 Quarter Ended Quarter Ended (Dollars in Thousands) March June September December March June September December Interest income $ 5,700 $ 5,884 $ 5,843 $ 6,057 $ 5,605 $ 5,727 $ 5,933 $ 5,908 Interest expense 1,702 1,716 1,667 1,672 2,062 2,034 2,037 1,852 -------- --------- ------- --------- ------- --------- ------- ------- Net interest income 3,998 4,168 4,176 4,385 3,543 3,693 3,896 4,056 Provision for loan 252 24 24 191 150 150 150 270 losses -------- --------- ------- --------- ------- --------- ------- ------- Net interest income after provision for loan 3,746 4,144 4,152 4,194 3,393 3,543 3,746 3,786 losses Securities gains 178 23 5 1 17 (6) 9 (losses) (7) Other income 1,395 1,591 1,679 1,568 1,177 1,392 1,344 1,426 Other expense 3,119 3,218 3,228 3,445 2,688 2,813 2,993 3,194 -------- --------- ------- --------- ------- --------- ------- ------- Income before income taxes 2,200 2,510 2,626 2,322 1,883 2,139 2,091 2,027 Applicable income taxes 656 693 891 438 549 642 509 525 -------- --------- ------- --------- ------- --------- ------- ------- Net income $ 1,544 $ 1,817 $ 1,735 $ 1,884 $ 1,334 $ 1,497 $ 1,582 $ 1,502 -------- --------- ------- --------- ------- --------- ------- ------- PER COMMON SHARE DATA: Net income $ 0.61 $ 0.72 $ 0.69 $ 0.74 $ 0.53 $ 0.60 $ 0.63 $ 0.60 Diluted net income $ 0.60 $ 0.70 $ 0.66 $ 0.72 $ 0.52 $ 0.59 $ 0.61 $ 0.58 Dividends 0.191 0.210 0.210 0.230 0.162 0.162 0.171 0.191 PERFORMANCE STATISTICS: Return on average 1.52% 1.67% 1.50% 1.60% 1.49% 1.60% 1.58% 1.46% assets Return on average 16.15% 18.38% 16.70% 17.68% 16.93% 18.08% 17.81% 16.04% equity Average equity / avg. 9.41% 9.08% 8.96% 9.07% 8.82% 8.82% 8.88% 9.13% assets All per share amounts have been adjusted to give retroactive recognition to a 5% stock dividend effective May 30, 2003. -25- Selected Five -Year Financial Data Orrstown Financial Services, Inc. and its Wholly-owned Subsidiaries Year Ended December 31 (Dollars in Thousands) 2003 2002 2001 2000 1999 Summary of Operations Interest income $ 23,484 $ 23,173 $ 23,978 $ 21,758 $ 18,324 Interest expense 6,757 7,985 10,677 10,318 8,074 ----------- ----------- --------- --------- ---------- Net interest income 16,727 15,188 13,301 11,440 10,250 Provision for loan losses 491 720 504 360 547 ----------- ----------- --------- --------- ---------- Net interest income after provision for loan losses 16,236 14,468 12,797 11,080 9,703 Securities gains (losses) 199 21 11 114 423 Other operating income 6,233 5,339 4,469 3,628 3,158 Other operating expenses 13,010 11,688 10,247 9,113 8,218 ----------- ----------- --------- --------- ---------- Income before income taxes 9,658 8,140 7,030 5,709 5,066 Applicable income tax 2,678 2,225 1,938 1,537 1,311 ----------- ----------- --------- --------- ---------- Net income $ 6,980 $ 5,915 $ 5,092 $ 4,172 $ 3,755 ----------- ----------- --------- --------- ---------- Per Common Share Data* Income before taxes $ 3.82 $ 3.24 $ 2.83 $ 2.32 $ 2.07 Applicable income taxes 1.06 0.89 0.78 0.63 0.54 Net income 2.76 2.36 2.05 1.70 1.54 Diluted net income 2.68 2.30 2.02 1.69 1.54 Cash dividend paid 0.841 0.686 0.568 0.517 0.465 Book value at December 31 16.88 15.07 12.48 10.80 8.94 Average shares outstanding - 2,527,185 2,510,144 2,485,042 2,457,876 2,441,984 basic Average shares outstanding - 2,607,769 2,566,681 2,518,041 2,469,732 2,441,984 diluted Stock Price Statistics* Close $ 67.00 $ 44.76 $ 37.14 $ 36.28 $ 34.47 High 68.00 47.62 42.63 39.91 36.28 Low 44.76 36.71 33.33 33.79 22.78 Price earnings ratio at close 24.3 19.0 18.1 21.4 22.4 Price to book at close 4.0 3.0 3.0 3.4 3.9 Year-End Balance Sheet Data Total assets $ 472,393 $ 410,298 $ 373,728 $ 311,903 $ 265,053 Total loans 345,054 281,391 249,816 209,181 180,691 Total investment securities 91,986 92,374 70,125 72,053 61,964 Deposits - noninterest 52,276 42,704 39,881 31,716 25,264 bearing Deposits - interest bearing 306,367 276,464 241,287 210,292 179,125 Total deposits 358,643 319,168 281,168 242,008 204,389 Liabilities for borrowed 66,633 49,347 58,043 40,228 36,228 money Total shareholders' equity 42,835 37,962 31,162 26,674 21,868 Trust assets under management market value 294,000 231,000 221,000 206,000 182,000 Performance Statistics Average equity/average assets 9.12% 8.92% 8.70% 8.38% 8.81% Return on average equity 17.24% 17.19% 17.20% 17.42% 17.02% Return on average assets 1.57% 1.53% 1.50% 1.46% 1.50% *Per share amounts have been restated to reflect: The 5% stock dividend effective May 30, 2003 The 5% stock dividend effective September 15, 2001 The 7 1/2% stock dividend effective November 19, 1999 -26- Market, Dividend & Investor Information Market and Dividend Information The common stock of Orrstown Financial Services, Inc. is traded in the over-the- counter market under the symbol ORRF. At the close of business December 31, 2003, there were approximately 2,338 shareholders of record, with a total of 2,537,011 shares outstanding. The table below sets forth the range of high and low quarterly sales prices and dividends declared per common share. 2003 2002 Market Price Quarterly Market Price Quarterly High Low Divideed High Low Dividend First quarter $48.57 $44.76 $0.191 $39.05 $36.71 $0.162 Second quarter $58.00 $46.19 $0.210 $47.62 $37.38 $0.162 Third quarter $67.50 $60.00 $0.210 $47.62 $41.90 $0.171 Fourth quarter $68.00 $63.75 $0.230 $44.76 $43.81 $0.191 $0.841 $0.686 Investor Information Annual Meeting The annual meeting of Orrstown Financial Services, Inc. stockholders is scheduled for May 4, 2004 at 9:00 a.m. at Orrstown Bank, 77 East King Street, Shippensburg, PA 17257. All stockholders are cordially invited to attend. Annual and Quarterly Reports Copies of the annual and quarterly reports may be obtained at any office of Orrstown Bank, or by writing to Patricia A. Corwell, Vice President & Shareholder Relations Officer, Orrstown Bank, P.O. Box 250, Shippensburg, PA 17257. Form 10-K A copy of the corporation's Form 10-K, as filed with the Securities and Exchange Commission, may be obtained by writing to Orrstown Bank, P.O. Box 250, Shippensburg, PA 17257. Transfer Agent The transfer agent for Orrstown Financial Services, Inc. is Orrstown Bank, 77 East King Street, P.O. Box 250, Shippensburg, PA 17257. Market Makers E.E. Powell & Co., Inc. Ryan Beck & Co., Inc. 1100 Gulf Tower 220 South Orange Avenue Pittsburgh, PA 15219 Livingston, NJ 07039 (800) 289-7865 (800) 342-2325 Boenning & Scattergood, Inc. Four Tower Bridge 200 Barr Harbor Drive, Suite 300 West Conshohocken, PA 19428 (800) 883-1212 Ferris, Baker Watts, Inc. Janney Montgomery Scott, LLC 100 Light Street 1801 Market Street Baltimore, MD 21202 10th Floor (800) 436-2000 Philadelphia, PA 19103 (800) 526-6397 -27- Exhibit 14 ORRSTOWN FINANCIAL SERVICES, INC. CODE OF ETHICS POLICY FOR SENIOR FINANCIAL OFFICERS It is the policy of Orrstown Financial Services, Inc. (ORRF) that its employees, directors, and agents are held to the highest standards of honest and ethical conduct when conducting the affairs of the Corporation. Because the equity shares of ORRF are publicly traded, senior financial officers of ORRF are held to an especially high set of ethical standards, which are further described below. Senior financial officers of ORRF will not commit acts contrary to these standards of ethical conduct nor shall they condone the commission of such acts by others within the ORRF organization. For purposes of this policy, a senior financial officer is defined as all Regulation O executive officers along with the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Accounting Officer (CAO), controller, or any person serving in an equivalent capacity regardless of whether or not they are designated as executive officers of the Corporation and/or Bank for Regulation O purposes. General Standards of Ethical Behavior Senior financial officers will: * Conduct their personal and professional affairs in a way that avoids both real and apparent conflicts of interest between their interests and the interests of the Corporation and subsidiaries. * Refrain from engaging in any activity that would compromise their professional ethics or otherwise prejudice their ability to carry out their duties to the Corporation and subsidiaries. * Communicate to executive management of the Corporation and to accountants engaged in financial audits of the Corporation and subsidiaries, all relevant unfavorable as well as favorable information and professional judgments or opinions. * Encourage open communication and full disclosure of financial information by providing a well understood process under which management is kept informed of financial information of importance, including any departures from sound policy, practice, and accounting norms. * Ensure that all relevant staff members understand the Corporation's open communication and full disclosure standards and processes. * Refrain from disclosing confidential information acquired in the course of their work except where authorized, unless legally obligated to do so. * Inform subordinates, as appropriate, regarding the confidentiality of information acquired in the course of their work and monitor, as needed, to ensure that subordinates maintain their confidentiality. * Refrain from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage, either personally or indirectly through others. Standards Regarding Financial Records and Reporting Senior Financial Officers will: * Establish appropriate systems and procedures to ensure that business transactions are recorded on the Corporation's book in accordance with Generally Accepted Accounting Principals (GAAP), establishing Corporation policy, and appropriate regulatory pronouncements and guidelines. * Establish appropriate policies and procedures for the protection and retention of accounting records and information as required by applicable law, regulation, or regulatory guidelines. * Establish and administer financial accounting controls that are appropriate to ensure the integrity of the financial reporting process and the availability of timely, relevant information for the safe, sound, and profitable operation of the Corporation and subsidiaries. * Completely disclose all relevant information reasonably expected to be needed by the Corporation's and subsidiaries regulatory examiners and internal and external auditors for the full, complete, and successful discharge of their duties and responsibilities. Exhibit 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 AUDITORS The Board of Directors and Stockholders 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 4, 2004, appearing in the 2003 annual report to shareholders incorporated by reference in this Form 10-K of Orrstown Financial Services, Inc. for the year ended December 31, 2003. /S/ SMITH ELLIOTT KEARNS & COMPANY, LLC -------------------------------------------------- SMITH ELLIOTT KEARNS & COMPANY, LLC Chambersburg, Pennsylvania March 10, 2004 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)) 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) 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 (c) 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, 2004 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)) 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) 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 (c) 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, 2004 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OR 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, 2003 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, 2004 ---------------- Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OR 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, 2003 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, 2004 ----------------