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| file | filename |
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| 8-K - FORM 8-K - ORRSTOWN FINANCIAL SERVICES INC | a8-kannualmeetingslides050.htm |
1
SUCCESSFULLY EXECUTING OUR STRATEGIC PLAN
Annual Shareholders Meeting | May 2, 2017
2
Forward-Looking Statements
Certain statements we may make today may constitute “forward looking
statements” under the Private Securities Litigation Reform Act of 1995. Orrstown
Financial’s actual results may differ significantly from the results discussed in such
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, economic conditions, competition in the geographic and
business areas in which Orrstown Financial conducts its operations, fluctuations in
interest rates, credit quality, government regulation and other risks and
uncertainties, including those described in the Company’s filings with the
Securities and Exchange Commission. The statements we make today are valid
only as of today’s date and we disclaim any obligation to update this information.
3
Call to Order
Joel R. Zullinger, Chairman of the Board
4
Conduct Meeting Business
Joel R. Zullinger, Chairman of the Board
5
Introduction of the Board of Directors
6
Conduct Meeting Business
Joel R. Zullinger, Chairman of the Board
7
Rules of Conduct
• In the interest of an orderly Meeting of the Shareholders of Orrstown Financial Services, Inc.
(the “Company”), we ask you to honor the following rules of procedure:
• Shareholders should not address the Meeting until recognized by the Chairman of the
Meeting. Upon recognition by the Chairman, the shareholder will have the floor. Speakers
should then state their name and status as a shareholder. We ask that shareholders approach
the microphone at the front of the theater.
• The business of the Meeting will be taken up as set forth in the Agenda. When an item on the
Agenda is before the Meeting for consideration, questions and comments should be confined
solely to that item.
• Questions or comments not related to an Agenda item will not be entertained at the Meeting.
If there are any matters of individual concern to a shareholder, they should be raised after the
Meeting with representatives of the Company.
8
Rules of Conduct (continued)
• Shareholders should confine comments to one subject at a time in order to give other
shareholders an opportunity to speak on that subject. Please permit the speaker to conclude
his or her remarks without interruption.
• A shareholder will be permitted up to two minutes to address the Meeting when recognized by
the Chairman.
• Derogatory references to personalities or comments that are otherwise in bad taste or any
outbursts of demonstration will not be permitted and will be a basis for removal from the
Meeting.
• No cameras or other recording devices will be permitted at the Meeting. All cell phones,
pagers and other electronic communication devices must be turned off.
9
Rules of Conduct (continued)
• The views, constructive comments and criticisms from shareholders are welcome, but the
purpose of the Meeting will be observed. The Chairman will stop discussions that are:
• Irrelevant to the matter under consideration,
• Proposals related to the conduct of the Company’s ordinary business operations,
• Derogatory or inflammatory,
• Related to customers of Orrstown Bank, or
• In substance repetitious statements made by other persons.
10
Conduct Meeting Business
Joel R. Zullinger, Chairman of the Board
11
Management Report-Recap of 2016 Achievements
Thomas R. Quinn, Jr., President & CEO
12
Our Experienced Leadership Team
Name/Title Banking
Experience
Joined ORRF Experience /
Disciplines
Prior
Experience
Thomas R. Quinn, Jr.
President & CEO
27 years 2009
CEO | Strategy |
Sales | Executive
Citi, Fifth Third
David P. Boyle
EVP/Chief Financial Officer
26 years 2012
Finance | Treasury |
Strategy | Executive
PNC/Natl. City,
Wayne Bancorp
Barbara E. Brobst
EVP/Chief Human Resources Officer
35 years 1997
HR | Training | Trust |
Executive
Financial Trust
Robert G. Coradi
EVP/Chief Risk Officer
29 years 2012
Credit | Operations |
Executive
Susquehanna
Philip E. Fague
EVP/Trust and Wealth Management
29 years 1988
Mortgage | Trust |
Lending | Executive
Orrstown Bank
Jeffrey S. Gayman
EVP/Market President
21 years 1996
Lending | Retail |
Executive
Orrstown Bank
David T. Hornberger
EVP/Market President
31 years 2016 Lending | Executive
Susquehanna,
Graystone/Tower,
Adam L. Metz
EVP/Chief Lending Officer
22 years 2016 Lending | Executive Metro, M&T
Benjamin W. Wallace, J.D.
EVP/Operations & Technology
14 years 2013
Technology | Legal |
Operations | Executive
JPM/Chase
13
2016 Achievements
At last year’s shareholder meeting we said, “In 2016 our primary focus is to improve earnings and drive stock
appreciation through a focus that includes growing revenue through multiple initiatives, including investment in
customer-facing sales professionals to leverage the infrastructure we have built over the past several years”
Continue to build shareholder value
• Continue core earnings improvement
• Asset growth, led by prudent commercial lending
• Continued improvement in asset quality
• Strategic growth of our fee-based businesses
• Continue to take advantage of market opportunities
14
$17.00
$18.00
$19.00
$20.00
$21.00
$22.00
$23.00
$24.00
Stock Performance Trend
$17.32
3/31/2016
$22.35
3/31/2017
29.0% appreciation last 12 months
PRICE PER SHARE
15
Dividend Growth Trend
$0.06
$0.07
$0.08
$0.09
$0.10
(per share, last nine quarters)
5/2015 8/2015 11/2015 2/2016 5/2016 8/2016 11/2016 2/2017 5/2017
16
Looking Back: Key Milestones
*as of 4/30/2017
** Assets under management at 3/31/17
• May 2015: Quarterly dividend restored
• June 2015: Opened first Lancaster County branch*
• $132.2 million net loans
• $43.6 million in deposits
• May 2016: Opened LPO in Lancaster County
• Base of operations for region for commercial lending, OFA, mortgage lending
• Key location with advantageous branding opportunity
• Lancaster market has funded $143.8 million in commercial loans in less than
two years
• July 2016: Opened LPO in Berks County
• Three person OFA team has generated $37.7 million** in AUM
• Exceeded initial forecasts
17
Looking Back: Key Milestones
(1) FDIC June 2016 and system generated April 30, 2017
(2) Core system loan data 7/31/2016 and April 30, 2017
• August 2016: Relocated Camp Hill Regional Office
• Hub office for all business lines
• Superior location on Market Street
• Significant growth since move
• Total Deposits grew from $31.0 million to $49.9 million(1)
• Total Loans grew from $50.4 million to $62.3 million(2)
• October 2016: Opened Harrisburg Regional Office (Swatara Twp.)
• Houses Chief Lending Officer, Commercial Lending Team,
Mortgage Lenders
• Full service retail branch
• 75% of annual operating costs covered by tenants
• Room for future expansion as needed
18
Looking Back: Key Milestones
*Branch opened 4/17/2017-deposit data as of 4/30/2017
** Includes May 2017 declaration of dividend
• April 2017 Opened second branch in Lancaster County
• $8.4 million in deposits; 45 new accounts in first 11 days*
• April 2017 Declared dividend of $0.10/share
• 9th consecutive quarterly dividend**
• 43% appreciation since dividend restored in May 2015
• April 2017 Continue to receive positive analysts’ coverage
19
Looking Back: Stock Performance in Summary
*at 4/27/17
**Source: NASDAQ volume average for respective years
$17.00
$18.00
$19.00
$20.00
$21.00
$22.00
$23.00
$24.00
• Listed on Russell 2000 Index
• Market Cap of $183 million*
• Increasing liquidity in stock**
• 2015: 6,973 average daily volume
• 2016: 16,679 average daily volume
• 9 consecutive quarterly dividends
• Three dividend increases-43% gain
• 29% appreciation year-over-year
20
2016 Achievements: Investment in Customer-Facing Sales Professionals
• Commercial Lending 9 new business bankers
• Orrstown Financial Advisors 4 new sales representatives
• Registered Investment Advisor Acquisition of Wheatland Advisors, Inc.
• Mortgage Lending 4 new mortgage lenders
• Cash Management 4 member team*
We are establishing Orrstown Bank as the employer of choice in the region
*Joined November 2015
21
2016 Achievements: Key Metrics
At last year’s shareholder meeting we said, “In 2016 our primary focus is to improve earnings and drive stock appreciation through a focus that
includes growing revenue through multiple initiatives, including investment in customer-facing sales professionals to leverage the infrastructure
we have built over the past several years”
• Loan growth of 13.0%
• Continued strength in core markets
• Successful entrance into new markets
• New teams began to make impact in second half of 2016
• Deposit growth of 11.7%
• Continued strength in core markets
• Successful entrance into new markets
• Cash Management team execution
• Relationship banking strategy is working
Loan and deposit growth exceeded expectations
($ in 000s)
($ in 000s)
$800,000
$810,000
$820,000
$830,000
$840,000
$850,000
$860,000
$870,000
$880,000
$890,000
Q1 2016 Q2 2016 Q3 2016 Q4 2016
$1,040,000
$1,060,000
$1,080,000
$1,100,000
$1,120,000
$1,140,000
$1,160,000
Q1 2016 Q2 2016 Q3 2016 Q4 2016
22
2016 Achievements: Key Metrics
• Focus on noninterest income: ($ in 000s) 2015 2016 Change
Orrstown Financial Advisors(1) $6,623 $7,024 +6.1%
Mortgage Banking Activities $2,747 $3,412 +24.2%
Service Charges on Deposit Accounts 5,226 5,445 +4.2%
Total noninterest income before securities gains $17,254 $18,319 +6.2%
(1) Comprised of trust and investment management income and brokerage income; Wheatland Advisors acquisition had nominal impact as the acquisition occurred in December 2016
*Census Bureau; Millennials defined as born between 1982 and 2000, currently ages 17-35. Surpassed Baby Boomers as largest group in US workforce in 2015
**includes mortgages and consumer loans
• Optimizing and monetizing digital channels
• 83.1 million millennials in the U.S., more than ¼ of the total population and the largest group in the work force*
• Digital consumer loan growth**
• 69 new customers and $7.6 million in new loans funded; complete sales cycle entirely online
• Digital consumer deposit growth
• 118 new customers and 308 new accounts
• State-of-the-art mobile banking applications
• Established standalone “e-banking” cost center
• Strategic focus in 2017 and beyond
23
2016 Achievements: Key Metrics
At last year’s shareholder meeting we said, “In 2016 our primary focus is to improve earnings and drive stock appreciation
through a focus that includes growing revenue through multiple initiatives, including investment in customer-facing sales
professionals to leverage the infrastructure we have built over the past several years”
• Continued improvement in asset quality
Metric 2015 2016
Total NPAs to total assets 1.34% 0.52%
Total NPLs to total loans 2.12% 0.80%
Allowance for loan losses to total loans 1.74% 1.45%
Allowance for loan losses to nonperforming loans 81.95% 181.39%
24
$11.1 billion in deposits(1)
1,802 businesses(2)
$40.6 billion in deposits(1)
6,789 businesses(2)
A Review of 2016: Geographic Expansion in Favorable Markets
(1) FDIC, June 2016 (2) Dun & Bradstreet-Businesses with annual sales between $1-$50 million, April 2017
25
Camp Hill Regional Hub
Harrisburg Regional Office
Manheim Pike Branch
Lancaster LPO
Geographic Expansion in Favorable Markets
Roherstown Rd. Branch
Wheatland
Advisors New Holland Branch
Wyomissing LPO
• Expansion of Customer-facing sales force and support teams in 2016-2017
• Early results from newest locations have consistently exceeded forecasts
• Also beginning phased refresh of current locations
26
A Review of 2016: Summary
• Loan growth of 13.0%
• Deposit growth of 11.7%
• Fee income growth of 6.2%*
• Continued focus on enterprise risk management
• 29% stock appreciation year-over-year**
• Strong performance from legacy markets
• Successful entrance into new markets
*Total noninterest income before securities gains;
**3/31/2016 vs. 3/31/2017
27
Meeting Agenda
• Call to Order
• Introduction of the Board of Directors and Other Distinguished Guests
• Conduct Meeting Business
• Management Reports
• Thomas R. Quinn, Jr., President & CEO Recap of 2016 Achievements
• David P. Boyle, EVP/Chief Financial Officer Financial Review
• Thomas R. Quinn, Jr., President & CEO Looking Forward 2017 and Beyond
• Questions From Our Shareholders
• Conduct Meeting Business
• Adjournment
28
Management Report - Financial Review
David P. Boyle, Chief Financial Officer
29
For the year ended:
(Dollars in 000s)
2014 2015 2016 % Change
(2015 to 2016)
Year-end Data
Assets $1,190,443 $1,292,816 $1,414,504 9.4%
Loans 704,946 781,713 883,391 13.0%
Deposits 949,704 1,032,167 1,152,452 11.7%
Total Shareholders’ Equity 127,265 133,061 134,859 1.4%
Assets Under Management 1,017,013 966,362 1,174,143* 21.5%
Summary of Operations
Net Interest Income 34,024 34,334 36,545 6.4%
Noninterest Income 18,854 19,178 19,739 2.9%
Noninterest Expense 43,768 44,607 48,140 7.9%
Net Income 29,142 7,874 6,628
Return on Average Equity 28.78% 5.99% 4.80%
Return on Average Assets 2.48% 0.64% 0.50%
Asset Quality Ratios
Total Nonperforming Assets to Assets 1.29% 1.34% 0.52%
Allowance for Loan Losses to Total Loans 2.09% 1.74% 1.45%
2016: Financial Recap
*Includes acquisition of Wheatland Advisors, Inc. in December 2016
30
Five Quarter View
Selected Financial Data 2016 2017
(Dollars in 000s) Q1 Q2 Q3 Q4 Q1
Total Assets $1,287,279 $1,311,353 $1,354,154 $1,414,504 $1,453,946
Loans 804,703 831,933 847,061 883,391 901,331
Total Deposits 1,048,376 1,087,969 1,133,332 1,152,452 1,183,876
Total Interest Income 9,961 10,272 10,654 11,075 11,830
Total Interest Expense 1,311 1,321 1,420 1,365 1,593
Net Interest Income 8,650 8,951 9,234 9,710 10,237
Noninterest Income 5,665 4,537 4,568 4,969 4,335
Noninterest Expense 11,121 12,558 11,985 12,476 12,146
Efficiency Ratio (FTE) 82.6% 82.3% 83.2% 82.4% 79.7%
31
Consistent Upward Trend in Key Metrics
$1,287,279
$1,311,353
$1,354,154
$1,414,504
$1,453,946
$804,703
$831,933 $847,061
$883,391
$901,331
$1,048,376
$1,087,969
$1,133,332
$1,152,452
$1,183,876
$800,000
$900,000
$1,000,000
$1,100,000
$1,200,000
$1,300,000
$1,400,000
$1,500,000
Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017
Total Assets Loans Total Deposits
32
$43,349 $43,247 $43,768
$44,607
$48,140
$30,000
$35,000
$40,000
$45,000
$50,000
$55,000
$60,000
Noninterest Expense Review
2012 2013 2014 2015 2016
• 2015 and 2016 expenses influenced by increased costs related to litigation and
investment in growth of company (sales team and geographic expansion)*
• “core” noninterest expense relatively flat over past five years
*2015: $750,000 litigation and $75,000 growth related; 2016: $1.45 million litigation and $1.74 million growth related
$43,782
$44,951
(Dollars in 000s)
33
Stock Performance
Orrstown Financial Services, Inc. --------------
S & P 500 Index --------------
34
Regulatory Capital Ratios
8.1%
13.7%
15.0%
9.5%
15.6%
16.8%
9.8%
14.6%
15.8%
9.3%
13.3%
14.6%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
Tier 1 Leverage Tier 1 Risk Based Total Risk Based
2013 2014 2015 2016
35
Meeting Agenda
• Call to Order
• Introduction of the Board of Directors and Other Distinguished Guests
• Conduct Meeting Business
• Management Report
• Thomas R. Quinn, Jr., President & CEO Recap of 2016 Achievements
• David P. Boyle, EVP/Chief Financial Officer Financial Review
• Thomas R. Quinn, Jr., President & CEO Looking Forward 2017 and Beyond
• Questions From Our Shareholders
• Conduct Meeting Business
• Adjournment
36
Management Report-Looking Forward
2017 and Beyond
Thomas R. Quinn, Jr., President & CEO
37
Looking Forward: Keys to Executing Plan and Improving Earnings
• Continue to take advantage of market dislocation
• Use of technology to attract and retain customers
• Continue to leverage balance sheet and improve earnings through loan, deposit,
and fee income growth
• Continue to focus on enterprise risk management
• Allow our investments in people, process, technology and new markets to mature
38
Meeting Agenda
• Call to Order
• Introduction of the Board of Directors and Other Distinguished Guests
• Conduct Meeting Business
• Management Reports
• Thomas R. Quinn, Jr., President & CEO Recap of 2016 Achievements
• David P. Boyle, EVP/Chief Financial Officer Financial Review
• Thomas R. Quinn, Jr., President & CEO Looking Forward 2017 and Beyond
• Questions From Our Shareholders
• Conduct Meeting Business
• Adjournment
39
Questions From Our Shareholders
• Shareholders should confine comments to one subject at a time in order to give other shareholders an opportunity to
speak on that subject. Please permit the speaker to conclude his or her remarks without interruption.
• A shareholder will be permitted up to two minutes to address the Meeting when recognized by the Chairman.
• Derogatory references to personalities or comments that are otherwise in bad taste or any outbursts of demonstration
will not be permitted and will be a basis for removal from the Meeting.
• No cameras or other recording devices will be permitted at the Meeting. All cell phones, pagers and other electronic
communication devices must be turned off.
• The views, constructive comments and criticisms from shareholders are welcome, but the purpose of the Meeting will
be observed. The Chairman will stop discussions that are:
• Irrelevant to the matter under consideration,
• Proposals related to the conduct of the Company’s ordinary business operations,
• Derogatory or inflammatory,
• Related to customers of Orrstown Bank, or
• In substance repetitious statements made by other persons.
40
Meeting Agenda
• Call to Order
• Introduction of the Board of Directors and Other Distinguished Guests
• Conduct Meeting Business
• Management Reports
• Thomas R. Quinn, Jr., President & CEO Recap of 2016 Achievements
• David P. Boyle, EVP/Chief Financial Officer Financial Review
• Thomas R. Quinn, Jr., President & CEO Looking Forward 2017 and Beyond
• Questions From Our Shareholders
• Conduct Meeting Business
• Adjournment
41
Conduct Meeting Business
Joel R. Zullinger, Chairman of the Board
42
SUCCESSFULLY EXECUTING OUR STRATEGIC PLAN
Annual Shareholders Meeting | May 2, 2017