“We are pleased with our third quarter results as Orrstown continues to generate strong earnings in a challenging environment. We remain focused on delivering strong earnings and building our long-term capital base through prudent balance sheet growth. While net interest margin compression has continued, the impact of higher funding costs has been controlled through disciplined loan and deposit pricing during the nine months ended September 30, 2023. Deposits continue to grow modestly as a result of our relationship-based approach. The Bank has diversified sources of non-interest income, which have allowed us to offset the impact of a difficult wealth and mortgage market. We believe we are well-positioned for future growth,” commented Thomas R. Quinn, Jr., President and Chief Executive Officer.

DISCUSSION OF RESULTS

Balance Sheet

Loans

Loans held for investment, which includes SBA PPP loans of $6.2 million at September 30, 2023, increased by $32.4 million from June 30, 2023 to September 30, 2023, or 6% annualized. Commercial loans, excluding SBA PPP loan forgiveness activity, increased by $17.7 million, or 4% annualized, from June 30, 2023 to September 30, 2023. The residential mortgage portfolio increased by $16.2 million, or 15% annualized, in the three months ended September 30, 2023 as there has been increased production of adjustable-rate mortgages, which have been retained in portfolio.

Investment Securities

Investment securities, which are all available-for-sale, decreased by $13.4 million to $495.2 million at September 30, 2023 compared to $508.6 million at June 30, 2023. During the third quarter of 2023, net purchases totaled $10.0 million, net unrealized losses increased by $14.4 million and paydowns were $7.8 million. The increase in net unrealized losses was primarily due to higher market interest rates. The overall duration of the Company's investment securities portfolio is 4.7 years at September 30, 2023. The Company has sufficient access to liquidity such that management does not believe it would be necessary to sell any of its investment securities at a loss to offset any unexpected deposit outflows. See Appendix B for a summary of the Bank's investment securities at September 30, 2023, highlighting their concentrations, credit ratings and credit enhancement levels.

Deposits

Deposits increased by $23.6 million, totaling approximately $2.5 billion at both September 30, 2023 and June 30, 2023. In the third quarter of 2023, time deposits increased by $31.4 million, or 36% annualized, money market deposits rose by $22.7 million, or 18% annualized, and interest-bearing demand deposits increased by $14.2 million, or 6% annualized. These increases were partially offset by decreases in noninterest-bearing demand deposits of $30.4 million, or 26% annualized, and savings deposits of $14.3 million, or 29% annualized. The increase in time deposits was attributable to promotional offerings of up to 18-month terms. The declines in the noninterest-bearing and savings deposit categories were primarily the result of clients seeking higher-yielding products, including reciprocal deposits, with the Bank. At September 30, 2023, deposits that are uninsured and not collateralized totaled $387.5 million, or 15%, of total deposits compared to $409.1 million, or 16%, of total deposits at June 30, 2023. The Bank's loan-to-deposit ratio was 89% at both September 30, 2023 and June 30, 2023.

Borrowings

The Bank actively manages its liquidity position through its various sources of funding to meet the credit needs of its clients. FHLB advances and other borrowings increased by $20.5 million to $157.2 million at September 30, 2023 compared to $136.7 million at June 30, 2023. The Bank seeks to maintain sufficient liquidity to ensure client needs can be addressed on a timely basis. The Bank had available alternative funding sources, such as the FHLB advances and other wholesale options, of approximately $1.0 billion at September 30, 2023.

Income Statement

Net Interest Income and Margin

Net interest income was $26.2 million for the three months ended September 30, 2023 compared to $26.4 million for the three months ended June 30, 2023. The net interest margin, on a tax equivalent basis, declined to 3.73% in the third quarter of 2023 from 3.83% in the second quarter of 2023. Net interest margin decreased primarily because funding costs continued to increase at a pace faster than assets repriced.

Interest income on loans increased by $1.7 million to $32.9 million for the three months ended September 30, 2023 compared to $31.2 million for the three months ended June 30, 2023. Loan growth and higher interest rates were the primary drivers of this increase. Interest income on loans for the three months ended September 30, 2023 included prepayment fee income of $0.4 million, an increase of $0.2 million from the three months ended June 30, 2023, which resulted in an increase of two basis points in net interest margin.

Interest income on investment securities was $5.5 million for the three months ended September 30, 2023 compared to $5.4 million in the second quarter of 2023. The investment portfolio continues to benefit from increasing yields on adjustable-rate securities.

Interest expense increased by $2.0 million to $12.5 million for the three months ended September 30, 2023 compared to $10.5 million for the three months ended June 30, 2023 due primarily to increasing deposit and borrowing rates for both existing and new balances. In addition, average interest-bearing deposits increased by $47.7 million; whereas, average borrowed funds decreased by $2.6 million during the three months ended September 30, 2023.

Provision for Credit Losses

The Company recorded a provision for credit losses of $0.1 million for the three months ended September 30, 2023 compared to $0.4 million for the three months ended June 30, 2023. The allowance for credit losses decreased by $0.1 million to $28.3 million at September 30, 2023 compared to $28.4 million at June 30, 2023. Although there was loan growth of $32.4 million during the third quarter of 2023, the allowance for credit losses was impacted by improvements in the macroeconomic conditions within the forecasted loss rate model. The allowance for credit losses to total loans was 1.25% at September 30, 2023 compared to 1.27% at June 30, 2023. Net charge-offs were $0.2 million for the three months ended September 30, 2023 compared to net charge-offs of $0.4 million for the three months ended June 30, 2023. Special mention loans decreased by $13.7 million from $45.5 million at June 30, 2023 to $31.8 million at September 30, 2023 due to repayments of $10.2 million and upgrades of $3.5 million. Classified loans increased by $7.3 million to $33.6 million at September 30, 2023 from $26.3 at June 30, 2023. The increase in classified loans was primarily due to downgrades to two commercial loans, within the owner-occupied and commercial and industrial loan classes, to one client totaling $6.3 million. The increase in classified loans was partially offset by repayments within this category. Non-accrual loans increased by $1.2 million to $22.3 million at September 30, 2023 from $21.1 million at June 30, 2023 primarily due to one loan in the owner-occupied loan class. Management believes the allowance for credit losses to be adequate based on current asset quality metrics and economic conditions.

Management regularly analyzes the commercial real estate portfolio, which includes the review of occupancy, cash flows, expenses and expiring leases, as well as the location of the real estate. At September 30, 2023, the Company had $244.7 million in loans related to office space, which had a weighted average loan-to-value ratio of 57% and a weighted average debt coverage ratio of 1.62x, compared to $236.7 million at June 30, 2023. Management believes that the office space portfolio is well-diversified and includes only limited exposure to properties located in major metro markets (approximately 3% of the total commercial real estate loan balance as of September 30, 2023).

Noninterest Income

Noninterest income decreased by $1.3 million to $5.9 million in the three months ended September 30, 2023 compared to $7.2 million in the three months ended June 30, 2023. Other income in the three months ended June 30, 2023 includes a gain of $1.2 million from the sale of the Bank's Path Valley branch.

Mortgage banking income decreased by $0.2 million from income of $0.1 million in the second quarter of 2023 to a loss of $0.1 million in the third quarter of 2023. During the three months ended September 30, 2023, mortgage interest rates increased significantly, which resulted in a decline to the fair value mark of the Bank's held-for-sale loans of $0.4 million compared to a decrease in the fair value market of $0.1 million during the three months ended June 30, 2023. Market conditions and elevated interest rates continued to hinder mortgage production during the third quarter of 2023. Most mortgage production remains in adjustable-rate products, which are held in portfolio.

During the third quarter of 2023, the Company recorded swap fee income of $0.3 million compared to $0.2 million in the three months ended June 30, 2023. Swap fee income fluctuates based on market conditions and client demand.

Noninterest Expenses

Noninterest expenses decreased by $0.3 million to $20.4 million in the three months ended September 30, 2023 from $20.7 million in the three months ended June 30, 2023.

Salaries and benefits expense decreased by $0.2 million to $12.9 million for the three months ended September 30, 2023 compared to $13.1 million for the three months ended June 30, 2023. The decrease was attributed primarily to employee severance costs of $0.5 million during the second quarter of 2023 and a decline of $0.1 million in healthcare costs, partially offset by increases in merit-based salaries and incentive compensation of $0.5 million. The increase in merit-based salaries was a result of merit increases during the second quarter of 2023, the filling of vacancies and an additional day in the third quarter of 2023 compared to the second quarter of 2023, which impacts the accrual.

Advertising and bank promotions expense decreased by $0.6 million to $0.3 million in the three months ended September 30, 2023 from $0.9 million for the three months ended June 30, 2023 due to $0.5 million in contributions to tax credit programs during the second quarter of 2023. Taxes other than income increased by $0.3 million to $0.4 million in the three months ended September 30, 2023 compared to less than $0.1 million in the three months ended June 30, 2023. This increase reflects the tax credits recognized on the contributions during the second quarter of 2023.

Professional services expense increased by $0.5 million to $1.0 million in the three months ended September 30, 2023 from $0.5 million in the three months ended June 30, 2023 due primarily to an increase in consulting costs to support technology improvements and compliance enhancements.

Other operating expenses decreased by $0.5 million to $1.5 million during the third quarter of 2023 compared to $2.0 million during the second quarter of 2023. This decrease included a reduction of $0.3 million in credit value adjustments on derivatives for the three months ended September 30, 2023 compared to the three months ended June 30, 2023. The remaining fluctuation is attributable to normal business operations.

Income Taxes

The Company's effective tax rate for the third quarter of 2023 was 21.9% compared to 20.6% for the second quarter of 2023. The Company's effective tax rate for the three months ended September 30, 2023 is greater than the 21% federal statutory rate primarily due to an increase in state taxes in addition to the disallowed portion of interest expense against earnings in association with the Bank's tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982, partially offset by tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits. The effective tax rate was 20.7% for the nine-months ended September 30, 2023 compared to 15.7% for the nine months ended September 30, 2022. The lower effective tax rate for the nine months ended September 30, 2022 was partially caused by the impact of the restructuring charge for branch closures and other expense savings initiatives and a provision for legal settlement during the third quarter of 2022. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

Capital

Shareholders’ equity totaled $243.1 million at September 30, 2023, a decrease of $2.5 million from $245.6 million at June 30, 2023. The decrease was primarily attributable to other comprehensive losses of $10.1 million and dividends paid of $2.1 million partially offset by net income of $9.0 million. Other comprehensive losses increased during the third quarter of 2023 due to after-tax declines from $11.2 million in net unrealized losses on investment securities partially offset by net unrealized gains on cash flow hedges of $1.1 million.

Tangible book value per share⁽¹⁾ decreased to $20.94 per share at September 30, 2023 from $21.19 per share at June 30, 2023 due to the decrease in shareholders' equity.

⁽¹⁾ Non-GAAP measure. See Appendix A for additional information.

The Company's tangible common equity ratio decreased to 7.3% at September 30, 2023 from 7.5% at June 30, 2023 primarily due to a decrease in tangible equity from net unrealized losses on investment securities and an increase in total tangible assets. The Company's total risk-based capital ratio was 13.0% at both September 30, 2023 and June 30, 2023. The Company's Tier 1 leverage ratio increased from 8.6% at June 30, 2023 to 8.7% at September 30, 2023. At September 30, 2023, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.

The Board of Directors approved a cash dividend of $0.20 per share, payable on November 14, 2023, to shareholders of record as of November 7, 2023.

⁽¹⁾ This balance includes $6.2 million, $7.2 million, $10.8 million, $13.8 million and $17.0 million of SBA PPP loans, net of deferred fees and costs, at September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022 and September 30, 2022, respectively.

⁽²⁾ The balance includes $2.4 million in a one-time cumulative-effect adjustment that increased the allowance for credit losses from the adoption of the new CECL standard on January 1, 2023.

Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations

As a result of acquisitions, the Company has intangible assets consisting of goodwill and core deposit and other intangible assets, which totaled $21.4 million and $21.8 million at September 30, 2023 and December 31, 2022, respectively. Additionally, the Company incurred $3.2 million and $13.0 million in restructuring charges and a provision for legal settlement, respectively, during the three and nine months ended September 30, 2022.

Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.

Tangible book value per common share and the impact of the restructuring charge and legal settlement on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.

The following tables present the computation of each non-GAAP based measure:

(dollars and shares in thousands)

Appendix B- Investment Portfolio Concentrations

The following table summarizes the credit ratings and collateral associated with the Company's investment security portfolio, excluding equity securities, at September 30, 2023:

(dollars in thousands)

About the Company

With $3.1 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company's lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the Company's management with respect to, among other things, future events and the Company's financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company's industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company's control, and include, but are not limited to, statements related to new business development, new loan opportunities, growth in the balance sheet and fee-based revenue lines of business, merger and acquisition activity, cost savings initiatives, reducing risk assets and mitigating losses in the future. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, successful merger and acquisition activity, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results of the Company's operations to differ materially from expectations include, but are not limited to: ineffectiveness of the Company's strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; the integration of the Company's strategic acquisitions; the inability to fully achieve expected savings, efficiencies or synergies from mergers and acquisitions, or taking longer than estimated for such savings, efficiencies and synergies to be realized; changes in laws and regulations; interest rate movements; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with pending litigation and legal proceedings; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2022 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequently filings made with the Securities and Exchange Commission. The statements are valid only as of the date hereof and we disclaim any obligation to update this information. The foregoing list of factors is not exhaustive.

If one or more events related to these or other risks or uncertainties materializes, or if the Company's underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company's behalf may issue.

The review period for subsequent events extends up to and includes 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.