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8-K - FORM 8-K 4-26-12 ORRSTOWN FINANCIAL SERVICES, INC. - ORRSTOWN FINANCIAL SERVICES INCf8k_042612-0489.htm


Orrstown Financial Services, Inc. Reports First Quarter Operating Results

SHIPPENSBURG, PA (April 26, 2012)  Orrstown Financial Services, Inc. (the “Company”) (NASDAQ: ORRF) announced today a net loss for the quarter ended March 31, 2012 of $8.2 million, compared to net income in the first quarter of 2011 of $3.8 million.  Diluted earnings (loss) per share amounted to ($1.02) for the quarter ended March 31, 2012, as compared to $0.48 for the first quarter of 2011.  Consistent with previous guidance, the Company did not declare a dividend on its common stock.

Thomas R. Quinn, Jr., President & CEO, commented, “Our results for the first quarter of 2012 are certainly below historical norms for the Company, and have largely been impacted by our problem asset remediation efforts.  We are diligently resolving problem loan issues, particularly those concerning credits secured by commercial real estate, that have been impacted as a result of the weak economy and significant deterioration in collateral values. We are encouraged that we have been able to collect $9.8 million in loan payments and/or payoffs on impaired loans in the first quarter of 2012, and combined with charge-offs on loans we have reduced our risk assets by $25.5 million.”

Quinn continued, “We continue to satisfy the quantitative tests to be deemed well capitalized by regulatory standards.  For the past nine months we have been diligently addressing the items that were recently cited in the formal agreements with our primary regulators and are well on our way to resolving the issues and restoring Orrstown Bank to the level of performance our shareholders have come to expect.”

OPERATING RESULTS

Net loss for the three months ended March 31, 2012, was $8.2 million, compared to net income of $3.8 million for the same period in 2011, resulting in diluted earnings (loss) per share of ($1.02) and $0.48 for the periods, respectively.  As a result of the loss for the first three months of 2012, the Company’s return on assets and return on tangible equity ratios were negative, compared to 1.05% and 11.15%, respectively, for the three months ended March 31, 2011.
 
Net Interest Income

Net interest income totaled $10.8 million for the three months ended March 31, 2012, a $1.5 million, or 12.5%, decrease compared to the $12.4 million earned in the same period in 2011.  The decline in net interest income is a result of both a decline in the average interest rate earned as well as a decrease in the volume of interest earning assets.  The net interest margin for the three months ended March 31, 2012, was 3.37%, compared to 3.68% for the same period in 2011.  The increase in the level of loans on nonaccrual status, combined with the low interest rate environment in which security and loan proceeds from sales and maturing assets have been reinvested have put pressure on the Company’s net interest margin.  Also contributing to the decrease in net interest income, although to a lesser degree, was the $38.4 million decline in average interest earning assets to $1.38 billion for the three months ended March 31, 2012 from  an average of $1.42 billion for the first quarter of 2011.  During the past year, the Company has been able to effectively manage its cost of funds, which was lowered to 0.66% for the three months ended March 31, 2012, an improvement over the cost of funds of 0.84% for the first quarter of 2011.
 
 
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Provision for Loan Losses

The provision for loan losses for the three months ended March 31, 2012, totaled $19.2 million, an increase over the first quarter of 2011’s charge of $3.2 million.  As further discussed in the “Asset Quality” section below, the Company downgraded some credits, including $38.5 million moved to nonaccrual status during the quarter, which were generally evaluated for impairment based on a collateral dependent approach.  As real estate conditions remain soft, additional provisioning was required for these newly impaired loans.  In addition, the Company’s net charge offs during the quarter ended March 31, 2012 were $34.8 million, as generally all specific reserves provided on impaired loans were charged against the allowance for loan losses during the quarter.  This elevated level of charge offs significantly increased our two-year average historical loss factors, leading to additional general reserves required on non-criticized loans.

See further discussion in the Asset Quality section below.

Noninterest Income

Noninterest income, excluding securities gains, totaled $4.0 million for the three months ended March 31, 2012, compared to $4.7 million for the same period in 2011.  The decline in revenues can be attributed to several unrelated factors.  The Company sold its merchant service business in 2011, which resulted in $255 thousand of revenues in the first quarter of 2011 with no corresponding revenues in 2012. Similarly, the Company recorded a $118 thousand gain on the settlement of an interest rate swap in the first quarter of 2011 which was included in other income, with no corresponding revenues in the same 2012 period.  Lower interest rates negatively impacted the value of the Company’s mortgage servicing rights and resulted in an unfavorable variance of fair value adjustments of $303 thousand between the first quarter of 2011 and 2012, and lowered revenue from mortgage banking activities.   Lastly, during the first quarter of 2012, the Bank incurred losses on the sale of real estate owned properties totaling $138 thousand which exceeded losses of $16 thousand in 2011.  These losses are included in other income (loss).

Securities gains totaled $2.2 million for the three months ended March 31, 2012 compared to $379 thousand for the same period in 2011.  Asset/liability management strategies, interest rate conditions, as well as maintaining capital levels factored into the decision to take elevated levels of security gains in the year-over-year period.

Noninterest expenses

Noninterest expenses amounted to $10.9 million for the three months ended March 31, 2012 compared to $9.4 million for the corresponding prior year period.  Asset quality and regulatory matters have contributed significantly to the increase in noninterest expenses.  Collection and problem loan expenses totaled $719 thousand for the three months ended March 31, 2012, compared to $154 thousand for the three months ended March 31, 2011, an increase of $565 thousand.  Real estate owned expenses, which include write-downs of properties to fair value less costs to dispose, increased $338 thousand in the first quarter of 2012 compared to 2011.  Professional service fees, including loan review assistance, legal fees and accounting expenses, have increased $479 thousand from $322 thousand in the first quarter of 2011 to $801 thousand in the same period in 2012.  The increased complexity of the organization, as well as complying with regulatory orders received in the first quarter of 2012 has led to additional assistance required from professional service providers.  The increase in these expense categories demonstrate the Company’s efforts to address the issues it currently faces in a diligent and expedient manner.

Partially offsetting these increases in noninterest expenses was a reduction in employee benefits, as certain performance based compensation plans have been lowered or eliminated in light of the net loss posted for the first quarter of 2012.

As a result of the increase in non-interest expense combined with declining net interest income, the Company’s efficiency ratio for the first three months of 2012 increased to 67.7%, compared to 52.9% reported in the same period in 2011.  The efficiency ratio expresses noninterest expense as a percentage of tax equivalent net interest income and noninterest income, excluding securities gains.

FINANCIAL CONDITION

Assets increased $2.6 million to $1.45 billion at March 31, 2012 from December 31, 2011.  In light of deteriorating asset quality conditions, the Company has temporarily slowed its loan growth in order to address and enhance credit administration and underwriting processes and procedures.  At March 31, 2012, loans, net of the allowance for loan losses, have declined by $49.4 million from December 31, 2011, with the net payoffs temporarily invested in interest
 
 
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bearing deposits with banks. It is anticipated that these funds will be invested in longer term investment alternatives, including loans and securities, in the upcoming months.

The decline in deposits of $3.2 million in the first quarter of 2012 was more than offset by an increase in customer repurchase agreements, which are considered short-term borrowings for financial statement purposes.  The
Company was able to grow its non-interest bearing deposits balance by 5.3% since December 31, 2011, and to a total of $117.9 million at March 31, 2012.

Shareholders’ Equity

Shareholders’ equity decreased $9.0 million, or 7.0%, for the first quarter of 2012 and totaled $119.2 million at March 31, 2012.   This decrease was primarily the result of the net loss posted for the quarter coupled with a decline in accumulated other comprehensive income.  Despite the decline in shareholders’ equity, the Company’s regulatory capital ratios continue to exceed all regulatory minimums to be considered well capitalized, including tier-1 leverage ratio of 7.2%, tier-1 risk-based capital ratio of 10.3%, and total risk-based capital ratio of 11.6%.

Asset Quality

During 2011, the Company’s asset quality had deteriorated as a result of the continued softness in economic conditions and collateral values.  In the first quarter of 2012, the Company continued to actively identify and monitor nonperforming assets and other risk assets, and aggressively work through these assets.  Risk assets, defined as nonaccrual loans, restructured and loans past due 90 days or more and still accruing, and real estate owned, declined from $113.8 million at December 31, 2011 to $88.3 million at March 31, 2012.  The risk element that showed the greatest decline was restructured loans still accruing, which totaled $3.8 million at March 31, 2012, a $24.1 million decline from December 31, 2011.  During the first quarter of 2012, the Company received payments/payoffs on restructured loans totaling $3.7 million, and charged-off $1.5 million in connection with loan workouts.  The remainder of the decline, or $18.9 million, was the result of restructured loans migrating to nonaccrual status either due to missed payments or the Company’s determination that the borrowers would not be able to keep its payments current for a sustainable period of time.

Nonaccrual loans at March 31, 2012 of $82.1 million declined $1.6 million from December 31, 2011’s balance of $83.7 million.  This net decrease was the result of $38.5 million being moved to nonaccrual status during the period, including $18.9 million previously classified as accruing restructured loans, offset by $32.9 million in loans charged off, $6.1 million in net pay downs, and $1.1 million of loans foreclosed on and transferred to real estate owned.  The nonaccrual loan balance at March 31, 2012 includes 52% of balances which are paid current.

The allowance for loan losses totaled $28.2 million at March 31, 2012, a $15.6 million decline from December 31, 2011.  As of March 31, 2012, the allowance for loan losses to total loans was 3.13% compared to 4.53% as of December 31, 2011, and the allowance for loan losses to nonaccrual loans and restructured loans still accruing declined from 39.17% at December 31, 2011 to 32.78% at March 31, 2012. The decrease in the coverage ratios despite lowered levels of risk assets is the result of the $35.3 million in charge-offs recorded during the period.  As of December 31, 2011, the reserves specifically allocated on impaired loans totaled $29.8 million on $109.8 million of loans deemed impaired.  The Company has taken partial charge-offs on nearly all impaired loans at March 31, 2012, so that the loan balances reflect the loan’s fair value, less anticipated closing costs.  As such, impaired loans generally no longer had specific reserves allocated to them, as the anticipated loss has already been recorded as a charge-off.  At March 31, 2012, the reserves specifically allocated on impaired loans totaled $959 thousand on $84.2 million of loans meeting the impaired definition.

Classified loans, defined as loans rated substandard or doubtful, totaled $152.4 million at March 31, 2012, a decline of $4.9 million versus the $157.3 million at December 31, 2011.  Loans classified as special mention declined from $83.9 million at December 31, 2011 to $60.9 million at March 31, 2012.

The Company strives to reduce its level of nonaccruing loans and other risk elements and has increased the number of personnel in its loan workout and credit review departments, including temporarily moving certain lending staff to the loan workout department to manage lending relationships with borrowers experiencing financial difficulties. Through increased resources allocated to credit related issues, the Company believes it will be able to mitigate its risk of loss, and to reduce its level of nonaccrual and classified loans.
 
 
 
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Summary of Financial Highlights:

(Dollars in thousands, except per share data)
 
March 31, 2012
   
March 31, 2011
   
% Change
 
                   
For Three Months Ended:
                 
Net income (loss)
  $ (8,218)     $ 3,827       (314.7%)  
Diluted earnings (loss) per share
  $ (1.02)     $ 0.48       (312.5%)  
Dividends per share
  $ 0.00     $ 0.23       (100.0%)  
Return on average assets
    (2.29%)       1.03%          
Return on average equity
    (25.78%)       9.63%          
Return on average tangible assets (1)
    (2.29%)       1.05%          
Return on average tangible equity (1)
    (25.88%)       11.15%          
Net interest income
  $ 10,842     $ 12,388       (12.5%)  
Net interest margin
    3.37%       3.68%          
                         
Balance Sheet Highlights:
 
March 31, 2012
   
March 31, 2011
   
% Change
 
Assets
  $ 1,446,741     $ 1,512,393       (4.3%)  
Loans, gross
    903,015       988,774       (8.7%)  
Allowance for loan losses
    28,156       18,398       53.0%  
Deposits
    1,213,723       1,207,373       0.5%  
Shareholders' equity
    119,225       162,673       (26.7%)  
Tangible equity (1)
    118,236       142,027       (16.8%)  

(1) Supplemental Reporting of Non-GAAP-based Financial Measures

Return on average tangible assets and return on average tangible equity are other non-GAAP-based financial measures calculated using non-GAAP-based amounts.  The most directly comparable GAAP-based measures are return on average assets and return on average equity, which are calculated using GAAP-based amounts.  The Company calculates the return on average tangible assets and equity by excluding the balance of intangible assets and their related amortization expense, net of tax, from the calculation of return on average assets and equity.  Management uses the return on average tangible assets and equity to assess the Company’s core operating results and believes that this is a better measure of our operating performance, as it is based on the Company's tangible assets and capital.  Further, we believe that by excluding the impact of purchase accounting adjustments it allows for a more meaningful comparison with the Company's peers, particularly those that may not have acquired other companies.  Lastly, the exclusion of goodwill and intangible assets is consistent with the treatment by bank regulatory agencies, which exclude these amounts from the calculation of risk-based capital ratios. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures.  A reconciliation of return on average assets and equity to return on average tangible assets and equity, respectively, is set forth below.
 
         
March 31,
 
March 31,
For Three Months Ended:
   
2012
 
2011
 
Return on average assets (GAAP basis)
 
(2.29%)
 
1.03%
Effect of excluding average intangible
       
assets and related amortization, net of tax
 
0.00%
 
0.02%
Return on average tangible assets
 
(2.29%)
 
1.05%
               
Return on average equity (GAAP basis)
 
(25.78%)
 
9.63%
Effect of excluding average intangible
       
assets and related amortization, net of tax
 
(0.10%)
 
1.52%
Return on average tangible equity
 
(25.88%)
 
11.15%

Tangible equity is a non-GAAP financial measure calculated using non-GAAP based amounts.  The most directly comparable GAAP based measure is shareholders’ equity.  In order to calculate tangible equity, Company management subtracts intangible assets from shareholders’ equity.  A reconciliation of tangible equity to shareholders’ equity is set forth below.
 
 
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March 31,
   
December 31,
   
March 31,
 
(Dollars in thousands)
 
2012
   
2011
   
2011
 
                   
For Three Months Ended:
                 
Shareholders' equity
  $ 119,225     $ 128,197     $ 162,673  
Less: intangible assets
    989       1,041       20,646  
Tangible equity
  $ 118,236     $ 127,156     $ 142,027  
 

This release references tax-equivalent net interest income which is a non-GAAP financial measure.  Tax-equivalent net interest income is derived from GAAP interest income and net interest income using an assumed tax rate of 35%.  We believe the presentation of net interest income on a tax–equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

The following reconciles net interest income to net interest income on a fully taxable equivalent basis:

   
March 31,
   
March 31,
 
(Dollars in thousands)
 
2012
   
2011
 
             
For Three Months Ended:
           
Net interest income
  $ 10,842     $ 12,388  
  Effect of tax exempt income
    652       685  
Net interest income, tax equivalent basis
  $ 11,494     $ 13,073  



 
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ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
       
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
                    
   
(Unaudited)
   
(Audited)*
   
(Unaudited)
 
   
March 31,
   
December 31,
   
March 31,
 
(Dollars in thousands, Except per Share Data)
 
2012
   
2011
   
2011
 
Assets
                 
Cash and due from banks
  $ 20,793     $ 19,630     $ 14,751  
Federal funds sold
    0       0       21,500  
     Cash and cash equivalents
    20,793       19,630       36,251  
                         
Short-term investments
    0       0       2,746  
Interest bearing deposits with banks
    133,879       90,039       557  
Restricted investments in bank stock
    11,626       11,758       8,515  
Securities available for sale
    311,485       310,365       395,792  
                         
Loans held for sale
    4,168       2,553       3,807  
Loans
    898,847       965,440       984,967  
Less: Allowance for loan losses
    (28,156 )     (43,715 )     (18,398 )
     Net Loans
    874,859       924,278       970,376  
                         
Premises and equipment, net
    26,906       27,183       27,557  
Cash surrender value of life insurance
    24,362       24,147       22,946  
Goodwill and intangible assets
    989       1,041       20,646  
Accrued interest receivable
    4,431       4,548       5,849  
Other assets
    37,411       31,108       21,158  
     Total assets
  $ 1,446,741     $ 1,444,097     $ 1,512,393  
                         
Liabilities
                       
Deposits:
                       
  Non-interest bearing
  $ 117,868     $ 111,930     $ 116,418  
  Interest bearing
    1,095,855       1,104,972       1,090,955  
    Total deposits
    1,213,723       1,216,902       1,207,373  
                         
Short-term borrowings
    53,752       35,013       86,750  
Long-term debt
    48,472       53,798       45,068  
Accrued interest and other liabilities
    11,569       10,187       10,529  
     Total liabilities
    1,327,516       1,315,900       1,349,720  
                         
Shareholders' Equity
                       
Preferred Stock, $1.25 par value per share; 500,000 shares authorized;
                       
  no shares issued or outstanding
    0       0       0  
Common stock, no par value - $ 0.05205 stated value per share
                       
  50,000,000 shares authorized; 8,056,139, 8,055,787
                       
  and 7,991,791 shares issued; 8,055,327; 8,054,975
                       
  and 7,991,512 shares outstanding
    419       419       416  
Additional paid - in capital
    122,535       122,514       121,579  
Retained earnings (accumulated deficit)
    (7,023 )     1,195       40,670  
Accumulated other comprehensive income
    3,314       4,089       15  
Treasury stock - common,  812, 812 and 279 shares, at cost
    (20 )     (20 )     (7 )
    Total shareholders' equity
    119,225       128,197       162,673  
    Total liabilities and shareholders' equity
  $ 1,446,741     $ 1,444,097     $ 1,512,393  
                         
*The consolidated balance sheet at December 31, 2011 has been derived from audited financial statements at that date.
         
 
 
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ORRSTOWN FINANCIAL SERVICES, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
    Three Months Ended  
     March 31,     March 31,   
(Dollars in thousands, Except per Share Data)   2012     2011  
Interest and dividend income
               
Interest and fees on loans
  $ 11,106     $ 12,435  
Interest and dividends on investment securities
         
  Taxable
    1,308       2,095  
  Tax-exempt
    614       771  
  Short-term investments
    61       24  
    Total interest and dividend income
    13,089       15,325  
           
Interest expense
         
Interest on deposits
    1,978       2,525  
Interest on short-term borrowings
    52       123  
Interest on long-term debt
    217       289  
    Total interest expense
    2,247       2,937  
           
Net interest income
    10,842       12,388  
Provision for loan losses
    19,200       3,195  
  Net interest income after provision for loan losses
    (8,358 )     9,193  
           
Noninterest income
         
Service charges on deposit accounts
    1,519       1,485  
Other service charges, commissions and fees
    314       370  
Trust department income
    1,136       1,012  
Brokerage income
    362       404  
Mortgage banking activities
    492       696  
Earnings on life insurance
    248       330  
Merchant processing revenue
    0       255  
Other income (loss)
    (108 )     145  
Investment securities gains
    2,231       379  
  Total other income
    6,194       5,076  
           
Noninterest expenses
         
Salaries and employee benefits
    4,657       4,832  
Occupancy expense
    514       562  
Furniture and equipment
    678       681  
Data processing
    128       312  
Telephone
    160       176  
Advertising and bank promotions
    372       258  
FDIC Insurance
    521       550  
Professional services
    801       322  
Taxes other than income
    235       205  
Collection and problem loan
    719       154  
Real estate owned
    376       38  
Intangible asset amortization
    52       52  
Other operating expenses
    1,673       1,297  
  Total other expenses
    10,886       9,439  
  Income (loss) before income tax (benefit)
    (13,050 )     4,830  
Income tax expense (benefit)
    (4,832 )     1,003  
Net income (loss)
  $ (8,218 )   $ 3,827  
           
Per share information:
         
  Basic earnings (loss) per share
  $ (1.02 )   $ 0.48  
  Diluted earnings (loss) per share
    (1.02 )     0.48  
  Dividends per share
    0.00       0.23  
  Average shares and common stock equivalents outstanding
    8,055,118       8,026,065  
 
 
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ANALYSIS OF NET INTEREST INCOME
                               
Average Balances and Interest Rates, Taxable Equivalent Basis
                   
                                     
   
Three Months Ended
 
   
March 31, 2012
   
March 31, 2011
 
         
Tax
   
Tax
         
Tax
   
Tax
 
   
Average
   
Equivalent
   
Equivalent
   
Average
   
Equivalent
   
Equivalent
 
(Dollars in thousands)
 
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
 
Assets
                                   
Federal funds sold
                                   
& interest bearing
                                   
bank balances
  $ 92,602     $ 61       0.26 %   $ 17,877     $ 24       0.54 %
Securities
    334,645       2,253       2.69       425,701       3,281       3.08  
Loans
    954,070       11,427       4.86       976,142       12,705       5.22  
Total interest-earning
                                               
assets
    1,381,317       13,741       4.03       1,419,720       16,010       4.52  
Other assets
    59,398                       92,215                  
Total
  $ 1,440,715                     $ 1,511,935                  
                                                 
Liabilities and Shareholders' Equity
                                         
Interest bearing
                                               
demand deposits
  $ 541,673     $ 404       0.28     $ 420,235     $ 449       0.43  
Savings deposits
    74,019       31       0.17       67,643       38       0.23  
Time deposits
    477,890       1,543       1.30       599,833       2,038       1.32  
Short term borrowings
    47,971       52       0.47       96,162       123       0.52  
Long term debt
    51,077       217       1.71       50,027       289       2.32  
Total interest bearing
                                               
liabilities
    1,192,630       2,247       0.75       1,233,900       2,937       0.93  
Non-interest bearing
                                               
demand deposits
    109,628                       107,119                  
Other
    10,259                       9,849                  
Total Liabilities
    1,312,517                       1,350,868                  
Shareholders' Equity
    128,198                       161,067                  
Total
  $ 1,440,715               0.66 %   $ 1,511,935               0.84 %
Net interest income (FTE)/
                                               
net interest spread
            11,494       3.28 %             13,073       3.59 %
Net interest margin
                    3.37 %                     3.68 %
Tax-equivalent adjustment
            (652 )                     (685 )        
Net interest income
          $ 10,842                     $ 12,388          


 
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Nonperforming Assets / Risk Elements
                 
                   
   
March 31,
   
December 31,
   
March 31,
 
(Dollars in Thousands)
 
2012
   
2011
   
2011
 
 
Nonaccrual loans (cash basis)
  $ 82,058     $ 83,697     $ 13,106  
Other real estate (OREO)
    2,413       2,165       847  
     Total nonperforming assets
    84,471       85,862       13,953  
Restructured loans still accruing
    3,844       27,917       1,177  
Loans past due 90 days or more and still accruing
    2       0       3,687  
     Total risk assets
  $ 88,317     $ 113,779     $ 18,817  
                         
Loans 30-89 days past due
  $ 6,501     $ 6,723     $ 14,272  
                         
Asset quality ratios:
                       
     Total nonaccrual loans to loans
    9.13 %     8.67 %     1.33 %
     Total nonperforming assets to assets
    5.84 %     5.95 %     0.92 %
     Total nonperforming assets to total loans and OREO
    9.37 %     8.87 %     1.42 %
     Total risk assets to total loans and OREO
    9.80 %     11.76 %     1.91 %
     Total risk assets to total assets
    6.10 %     7.88 %     1.24 %
                         
     Allowance for loan losses to total loans
    3.13 %     4.53 %     1.87 %
     Allowance for loan losses to nonaccrual loans
    34.31 %     52.23 %     140.37 %
     Allowance for loan losses to nonaccrual and
                       
          restructured loans still accruing
    32.78 %     39.17 %     128.80 %


Roll Forward of Allowance for Loan Losses
 
               
    Three Months Ended  
    March 31,      March 31,   
(Dollars in Thousands)   2012     2011  
                 
Balance at beginning of period
  $ 43,715     $ 16,020  
   Provision for loan losses
    19,200       3,195  
   Recoveries
    524       7  
   Loans charged-off
    (35,283 )     (824 )
Balance at end of period
  $ 28,156     $ 18,398  


 
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About the Company:

With nearly $1.5 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through twenty-one banking offices and two remote service facilities located in Cumberland, Franklin and Perry Counties, Pennsylvania and Washington County, Maryland.  Orrstown Financial Services, Inc.’s stock is traded on the NASDAQ Capital Market under the symbol ORRF.

Safe Harbor Statement:
 
This news release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors.  Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: ineffectiveness of the Company's business strategy due to changes in current or future market conditions; the effects of competition, including industry consolidation and development of competing financial products and services; changes in laws and regulations, including the recent Dodd-Frank Wall Street Reform and Consumer Protection Act; interest rate movements; changes in credit quality; inability to raise capital under favorable conditions, volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Orrstown Financial Services, Inc.'s filings with the Securities and Exchange Commission. The statements are valid only as of the date hereof and Orrstown Financial Services, Inc. disclaims any obligation to update this information.
 
The review period for subsequent events extends up to and including the filing date of a public company’s financial statements, when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information presented in this announcement is subject to change.
 

 
 
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