- Net income of $21.5 million, or $1.11 per diluted earnings per share, for the three months ended December 31, 2025 compared to net income of $21.9 million, or $1.13 per diluted earnings per share, for the three months ended September 30, 2025;
- Net income of $80.9 million and diluted earnings per share of $4.18 for the year ended December 31, 2025 compared to net income of $22.1 million and diluted earnings per share of $1.48 for the year ended December 31, 2024;
- Adjusted net income and diluted earnings per share totaled $82.9 million(1) and $4.28(1), respectively, for the year ended December 31, 2025 compared to $56.1 million(1) and $3.76(1), respectively, for the year ended December 31, 2024 (excluding certain previously disclosed non-recurring expenses for both periods);
- Return on average assets was 1.55% and return on average equity was 14.73% for the three months ended December 31, 2025, compared to 1.60% and 15.72%, respectively, for the three months ended September 30, 2025;
- Net interest margin, on a tax equivalent basis, was 4.00% in the fourth quarter of 2025 compared to 4.11% in the third quarter of 2025; the net accretion impact of purchase accounting marks was 46 basis points in the fourth quarter of 2025 compared to 52 basis points in the third quarter of 2025;
- Total loans increased by $41.0 million, or approximately 4% annualized, from September 30, 2025 to December 31, 2025; classified loans decreased by $5.7 million from $64.1 million at September 30, 2025 to $58.4 million at December 31, 2025;
- Noninterest income increased by $1.0 million from $13.4 million for the three months ended September 30, 2025 to $14.4 million for the three months ended December 31, 2025; increase driven by wealth management and swap fee growth;
- Noninterest expenses increased by $1.1 million from $36.3 million for the three months ended September 30, 2025 to $37.4 million for the three months ended December 31, 2025 due primarily to increased health care and professional service costs;
- Tangible common equity increased to 9.0% at December 31, 2025 from 8.8% at September 30, 2025;
- Tangible book value per common share(1) increased to $25.21 per share at December 31, 2025 from $24.12 per share at September 30, 2025 and
- The Board of Directors declared a cash dividend of $0.30 per common share, payable February 17, 2026, to shareholders of record as of February 10, 2026; this represents a $0.03 per share increase in the Company's quarterly cash dividend.
(1) Non-GAAP measure. See Appendix A for additional information.
HARRISBURG, Pa., Jan. 27, 2026 (GLOBE NEWSWIRE) -- Orrstown Financial Services, Inc. (the "Company") (NASDAQ: ORRF), the parent company of Orrstown Bank (the "Bank"), announced earnings for the periods ended December 31, 2025. Net income totaled $21.5 million for the three months ended December 31, 2025, compared to net income of $21.9 million and $13.7 million for the three months ended September 30, 2025 and December 31, 2024, respectively. Diluted earnings per share was $1.11 for the three months ended December 31, 2025, compared to $1.13 and $0.71 for the three months ended September 30, 2025 and December 31, 2024, respectively. For the fourth quarter of 2024, excluding the impact from the previously disclosed non-recurring charges, net of taxes, net income and diluted earnings per share were $16.7 million(1) and $0.87(1), respectively.
Net income totaled $80.9 million and $22.1 million for the years ended December 31, 2025 and 2024, respectively. Diluted earnings per share totaled $4.18 for the year ended December 31, 2025, compared to $1.48 for the year ended December 31, 2024. Excluding the impact from merger-related expenses, net income and diluted earnings per share were $82.9 million(1) and $4.28(1) for the year ended December 31, 2025, respectively. For the year ended December 31, 2024, net income and diluted earnings per share were $56.1 million(1) and $3.76(1), respectively, excluding the previously disclosed non-recurring expenses.
"In 2025, Orrstown achieved the highest reported annual net income in the Company's history," said Thomas R. Quinn, Jr., President and Chief Executive Officer. "Margin performance, together with continued growth in noninterest income, resulted in strong earnings and capital generation throughout the year. This discipline was reflected in our performance in the fourth quarter of 2025 with a return on average assets of 1.55%. Loan growth was steady during the fourth quarter while we saw a few projected closings push into the first quarter of 2026. We remain confident in our robust pipeline and the ability of our experienced relationship bankers to continue to grow the loan portfolio responsibly. Our credit metrics and capital ratios remain sound. We believe that there are significant upside opportunities in front of us and that we are well-positioned to take advantage of them."
(1) Non-GAAP measure. See Appendix A for additional information.
DISCUSSION OF RESULTS
Balance Sheet
Loans
Loans held for investment increased by $41.0 million and totaled $4.0 billion at both December 31, 2025 and September 30, 2025, respectively. Commercial loans increased by $27.3 million, or approximately 3% annualized, and residential mortgages increased by $12.2 million, or approximately 6% annualized, from September 30, 2025 to December 31, 2025.
Investment Securities
Investment securities, all of which are classified as available-for-sale, increased by $62.3 million to $952.7 million at December 31, 2025 from $890.4 million at September 30, 2025. During the fourth quarter of 2025, the Bank purchased $124.9 million of investment securities consisting of agency mortgage backed securities and collateralized mortgage obligations, which was partially offset by sales of $42.2 million and paydowns totaling $24.8 million. The purchase and sale activity during the period was to redeploy funds into higher yielding assets based on market opportunities as well as to manage balance sheet positioning. Net unrealized losses declined by $3.0 million during the three months ended December 31, 2025 due to lower market interest rates. The overall duration of the Company's investment securities portfolio was 4.6 years at December 31, 2025 compared to 4.4 years at September 30, 2025. See Appendix B for a summary of the Bank's investment securities at December 31, 2025, highlighting their concentrations, credit ratings and credit enhancement levels.
Deposits
During the fourth quarter of 2025, deposits decreased by $4.8 million and totaled $4.5 billion at both December 31, 2025 and September 30, 2025. Non-interest bearing demand deposits and time deposits decreased by $30.7 million and $21.6 million, respectively, from September 30, 2025 to December 31, 2025. Interest bearing demand deposits, money market deposits and savings deposits increased by $25.8 million, $19.0 million and $2.7 million, respectively, from September 30, 2025 to December 31, 2025. The Bank's loan-to-deposit ratio was 89% at December 31, 2025 compared to 88% at September 30, 2025.
Borrowings
The Company actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $274.7 million at December 31, 2025 compared to $209.2 million at September 30, 2025. The increase was due to higher utilization of borrowings during the fourth quarter of 2025 as lending and investing activities increased. The Bank seeks to maintain sufficient liquidity to ensure that client needs can be addressed in a timely basis. The Bank had available alternative funding sources, such as FHLB advances and other wholesale options, of approximately $1.7 billion at both December 31, 2025 and September 30, 2025.
On September 30, 2025, the Company redeemed its $32.5 million outstanding 6.0% fixed-to-floating rate subordinated notes. During the three months ended September 30, 2025, the Company amortized the remaining debt issuance costs of $0.3 million as a result of the redemption.
Income Statement
Net Interest Income and Margin
Net interest income was $50.5 million for the three months ended December 31, 2025 compared to $51.0 million for the three months ended September 30, 2025. The net interest margin, on a tax equivalent basis, decreased to 4.00% in the fourth quarter of 2025 from 4.11% in the third quarter of 2025. This decrease is primarily the result of a decrease of 16 basis points in the yield on loans from the three months ended September 30, 2025 to the three months ended December 31, 2025. This decrease in the yield on loans was partially offset by a decrease of six basis points in the cost of funds between the same periods.
Net interest income was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.3 million during the fourth quarter of 2025 compared to $5.8 million for the third quarter of 2025. This change of $0.5 million was due partially to lower accelerated accretion on loans in the three months ended December 31, 2025 compared to the three months ended September 30, 2025.
Interest income on loans, on a tax equivalent basis, decreased by $1.4 million to $64.6 million for the three months ended December 31, 2025 compared to $66.0 million for the three months ended September 30, 2025. This decrease was primarily due to the impact of fed funds rate reductions on the Bank's variable rate loan portfolio. In addition, the accretion of purchase accounting marks on loans totaled $4.7 million during the fourth quarter of 2025 compared to $5.3 million during the third quarter of 2025.
Interest income on investment securities, on a tax equivalent basis, was $11.2 million for the fourth quarter of 2025 compared to $10.6 million for the third quarter of 2025. Average investment securities increased by $70.6 million during the three months ended December 31, 2025 compared to the three months ended September 30, 2025 primarily due to net purchases.
Interest expense, on a tax equivalent basis, decreased by $0.4 million to $25.7 million for the three months ended December 31, 2025 compared to $26.1 million for the three months ended September 30, 2025. Average FHLB advances and other borrowings increased by $69.9 million from $168.9 million for the three months ended September 30, 2025 to $238.8 million for the three months ended December 31, 2025. Borrowing costs decreased by 111 basis points during the three months ended December 31, 2025 compared to the three months ended September 30, 2025. This was primarily the result of the prior quarter redemption of subordinated debt, as well as the recent reductions to FHLB borrowing rates. Interest expense incurred on the subordinated notes decreased by $0.6 million to $0.4 million for the three months ended December 31, 2025 compared to $1.0 million for the three months ended September 30, 2025. In addition, there was $0.3 million of accelerated amortization of debt issuance costs during the third quarter of 2025. Average interest-bearing deposits increased by $34.5 million during the three months ended December 31, 2025 compared to the three months ended September 30, 2025. The cost of interest-bearing deposits declined by three basis points from the third quarter of 2025 to the fourth quarter of 2025.
Provision for Credit Losses on Loans
The allowance for credit losses ("ACL") on loans decreased to $47.7 million at December 31, 2025 from $48.1 million at September 30, 2025. The ACL to total loans was 1.19% at December 31, 2025 compared to 1.21% at September 30, 2025. The Company recorded provision expense of $0.1 million for the three months ended December 31, 2025 compared to $0.4 million for the three months ended September 30, 2025. Net charge-offs were $0.5 million for the three months ended December 31, 2025 compared to $0.2 million for the three months ended September 30, 2025.
Classified loans decreased by $5.7 million to $58.4 million at December 31, 2025 from $64.1 million at September 30, 2025 due to repayments of $7.9 million, net downgrades of $2.7 million and gross charge offs of $0.5 million. Non-accrual loans totaled $28.0 million at December 31, 2025 compared to $26.2 million at September 30, 2025. The increase in nonaccrual loans was due to additions to nonaccrual status of $4.8 million of loans primarily consisting of $2.3 million for one commercial loan and $1.1 million in home equity line of credit loans. This increase was partially offset by repayments totaling $2.5 million and gross charge offs of $0.6 million. Nonaccrual loans to total loans increased to 0.70% at December 31, 2025 from 0.66% at September 30, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.
Noninterest Income
Noninterest income increased by $1.0 million to $14.4 million for the three months ended December 31, 2025 from $13.4 million for the three months ended September 30, 2025.
Wealth management income increased by $0.4 million to $5.7 million for the three months ended December 31, 2025 compared to $5.3 million for the three months ended September 30, 2025 due to continued growth of our wealth management platform as well as market performance.
Swap fee income increased by $0.3 million to $1.1 million for the three months ended December 31, 2025 compared to $0.8 million for the three months ended September 30, 2025. Swap fee income will fluctuate based on market conditions and client demand.
Income from service charges increased by $0.2 million to $3.2 million for the three months ended December 31, 2025 from $3.0 million for the three months ended September 30, 2025 due to increased treasury management activity.
Noninterest Expenses
Noninterest expenses increased by $1.1 million to $37.4 million for the three months ended December 31, 2025 from $36.3 million in the three months ended September 30, 2025.
Salaries and benefits expense was $22.0 million for the three months ended December 31, 2025 compared to $21.4 million for the three months ended September 30, 2025. The fourth quarter of 2025 included an increase in health care costs.
Advertising and bank promotions expense increased by $0.4 million from $0.2 million for the three months ended September 30, 2025 to $0.6 million for the three months ended December 31, 2025 due to contributions to tax credit programs during the fourth quarter of 2025. Taxes other than income decreased by $0.3 million in the three months ended December 31, 2025 compared to the three months ended September 30, 2025. This decrease reflects the tax credit impact of the contributions referenced above.
Professional services expense increased by $0.2 million from $1.7 million for the three months ended September 30, 2025 to $1.9 million for the three months ended December 31, 2025. The increase was due to third-party assistance with internal projects.
Income Taxes
The Company's effective tax rate was 21.8% for the fourth quarter of 2025 compared to 21.0% for the third quarter of 2025. The Company's effective tax rate for the three months ended December 31, 2025 is greater than the 21% federal statutory rate primarily due 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 and an increase in non-deductible expenses. This increase in the effective tax rate was partially offset by the benefit of tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.
Capital
Shareholders' equity totaled $591.5 million at December 31, 2025 compared to $571.9 million at September 30, 2025. The increase is due to net income of $21.5 million, other comprehensive income of $2.3 million and share-based compensation activity of $1.0 million, partially offset by dividend payments of $5.2 million.
Tangible book value per common share(1) increased to $25.21 per share at December 31, 2025 from $24.12 per share at September 30, 2025. The Company's tangible common equity ratio was 9.0% at December 31, 2025 compared to 8.8% at September 30, 2025. Return on average tangible common equity per common share(1) was 18.15% for the three months ended December 31, 2025 compared to 19.70% for the three months ended September 30, 2025. The decrease in the return on average tangible common equity per common share was primarily due to the increase in average shareholders' equity.
The Company's capital ratios increased during the three months ended December 31, 2025 compared to the three months ended September 30, 2025 due to earnings. The Company's tier 1 common equity, tier 1 capital and total risk-based capital ratios were 11.5%, 11.7% and 13.3%, respectively, at December 31, 2025 compared to 11.1%, 11.3% and 13.1%, respectively, at September 30, 2025. The Company's Tier 1 leverage ratio increased to 9.5% at December 31, 2025 compared to 9.3% at September 30, 2025.
At December 31, 2025, 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.
(1) Non-GAAP measure. See Appendix A for additional information.
| Investor Relations Contact: |
| Neelesh Kalani |
| Executive Vice President, Chief Financial Officer |
| Phone (717) 510-7097 |
| FINANCIAL HIGHLIGHTS (Unaudited) | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| December 31, | December 31, | December 31, | December 31, | ||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Profitability for the period: | |||||||||||||||
| Net interest income | - | 50,531 | - | 50,573 | - | 199,792 | - | 155,254 | |||||||
| Provision for credit losses - loans | 75 | 2,617 | 126 | 17,408 | |||||||||||
| Recovery of credit losses - unfunded loan commitments | - | (862 | - | (100 | - | (862 | - | ||||||||
| Noninterest income | 14,392 | 11,247 | 52,313 | 37,435 | |||||||||||
| Noninterest expenses | 37,355 | 42,930 | 149,442 | 148,337 | |||||||||||
| Income before income tax expense | 27,493 | 17,135 | 102,637 | 27,806 | |||||||||||
| Income tax expense | 6,002 | 3,451 | 21,782 | 5,756 | |||||||||||
| Net income available to common shareholders | - | 21,491 | - | 13,684 | - | 80,855 | - | 22,050 | |||||||
| Financial ratios: | |||||||||||||||
| Return on average assets(1) | 1.55 | - | 1.00 | - | 1.49 | - | 0.51 | - | |||||||
| Return on average assets, adjusted(1) (2) (3) | n/a | 1.22 | - | 1.53 | - | 1.30 | - | ||||||||
| Return on average equity(1) | 14.73 | - | 10.54 | - | 14.76 | - | 5.62 | - | |||||||
| Return on average equity, adjusted(1) (2) (3) | n/a | 12.86 | - | 15.13 | - | 14.29 | - | ||||||||
| Net interest margin(1) | 4.00 | - | 4.05 | - | 4.04 | - | 3.92 | - | |||||||
| Efficiency ratio | 57.5 | - | 69.4 | - | 59.3 | - | 77.0 | - | |||||||
| Efficiency ratio, adjusted(2) (3) | n/a | 62.3 | - | 58.2 | - | 62.5 | - | ||||||||
| Income per common share: | |||||||||||||||
| Basic | - | 1.12 | - | 0.72 | - | 4.21 | - | 1.49 | |||||||
| Basic, adjusted(2) (3) | n/a | - | 0.87 | - | 4.32 | - | 3.80 | ||||||||
| Diluted | - | 1.11 | - | 0.71 | - | 4.18 | - | 1.48 | |||||||
| Diluted, adjusted(2) (3) | n/a | - | 0.87 | - | 4.28 | - | 3.76 | ||||||||
| Average equity to average assets | 10.51 | - | 9.45 | - | 10.08 | - | 9.08 | - | |||||||
| (1) Annualized for the three months ended December 31, 2025 and 2024. | |||||||||||||||
| (2) Ratio has been adjusted for the non-recurring charges. There were no non-recurring charges for the three months ended December 31, 2025. | |||||||||||||||
| (3) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein. | |||||||||||||||
| FINANCIAL HIGHLIGHTS (Unaudited) | |||||||
| (continued) | |||||||
| December 31, | December 31, | ||||||
| (Dollars in thousands, except per share amounts) | 2025 | 2024 | |||||
| At period-end: | |||||||
| Total assets | - | 5,542,255 | - | 5,441,589 | |||
| Loans, net of allowance for credit losses | 3,973,012 | 3,882,525 | |||||
| Loans held-for-sale, at fair value | 6,090 | 6,614 | |||||
| Securities available for sale, at fair value | 952,740 | 829,711 | |||||
| Total deposits | 4,528,774 | 4,623,096 | |||||
| FHLB advances and other borrowings and Securities sold under agreements to repurchase | 299,243 | 141,227 | |||||
| Subordinated notes and trust preferred debt | 37,122 | 68,680 | |||||
| Shareholders' equity | 591,535 | 516,682 | |||||
| Credit quality and capital ratios(1)- | |||||||
| Allowance for credit losses to total loans | 1.19 | - | 1.24 | - | |||
| Total nonaccrual loans to total loans | 0.70 | - | 0.61 | - | |||
| Nonperforming assets to total assets | 0.51 | - | 0.45 | - | |||
| Allowance for credit losses to nonaccrual loans | 170 | - | 202 | - | |||
| Total risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 13.3 | - | 12.4 | - | |||
| Orrstown Bank | 13.3 | - | 12.4 | - | |||
| Tier 1 risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 11.7 | - | 10.2 | - | |||
| Orrstown Bank | 12.2 | - | 11.2 | - | |||
| Tier 1 common equity risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 11.5 | - | 10.0 | - | |||
| Orrstown Bank | 12.2 | - | 11.2 | - | |||
| Tier 1 leverage capital: | |||||||
| Orrstown Financial Services, Inc. | 9.5 | - | 8.3 | - | |||
| Orrstown Bank | 9.9 | - | 9.1 | - | |||
| Book value per common share | - | 30.32 | - | 26.65 | |||
| (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard. | |||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||
| CONSOLIDATED BALANCE SHEETS (Unaudited) | |||||||
| (Dollars in thousands, except per share amounts) | December 31, 2025 | December 31, 2024 | |||||
| Assets | |||||||
| Cash and due from banks | - | 42,083 | - | 51,026 | |||
| Interest-bearing deposits with banks | 107,691 | 197,848 | |||||
| Cash and cash equivalents | 149,774 | 248,874 | |||||
| Restricted investments in bank stocks | 26,717 | 20,232 | |||||
| Securities available for sale (amortized cost of $972,138 and $864,920 at December 31, 2025 and December 31, 2024, respectively) | 952,740 | 829,711 | |||||
| Loans held for sale, at fair value | 6,090 | 6,614 | |||||
| Loans | 4,020,693 | 3,931,214 | |||||
| Less: Allowance for credit losses | (47,681 | - | (48,689 | - | |||
| Net loans | 3,973,012 | 3,882,525 | |||||
| Premises and equipment, net | 51,029 | 50,217 | |||||
| Cash surrender value of life insurance | 146,994 | 143,854 | |||||
| Goodwill | 69,751 | 68,106 | |||||
| Other intangible assets, net | 37,990 | 47,765 | |||||
| Accrued interest receivable | 21,473 | 21,058 | |||||
| Deferred tax assets, net | 33,931 | 42,647 | |||||
| Other assets | 72,754 | 79,986 | |||||
| Total assets | - | 5,542,255 | - | 5,441,589 | |||
| Liabilities | |||||||
| Deposits: | |||||||
| Noninterest-bearing | - | 870,906 | - | 894,176 | |||
| Interest-bearing | 3,657,868 | 3,728,920 | |||||
| Total deposits | 4,528,774 | 4,623,096 | |||||
| Securities sold under agreements to repurchase and federal funds purchased | 24,542 | 25,863 | |||||
| FHLB advances and other borrowings | 274,701 | 115,364 | |||||
| Subordinated notes and trust preferred debt | 37,122 | 68,680 | |||||
| Other liabilities | 85,581 | 91,904 | |||||
| Total liabilities | 4,950,720 | 4,924,907 | |||||
| Shareholders' Equity | |||||||
| Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding | - | - | |||||
| Common stock, no par value-$0.05205 stated value per share; 50,000,000 shares authorized; 19,711,628 shares issued and 19,507,208 outstanding at December 31, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024 | 1,026 | 1,027 | |||||
| Additional paid-in capital | 424,596 | 423,274 | |||||
| Retained earnings | 186,752 | 126,540 | |||||
| Accumulated other comprehensive loss | (15,201 | - | (26,316 | - | |||
| Treasury stock- 204,420 and 332,673 shares, at cost at December 31, 2025 and December 31, 2024, respectively | (5,638 | - | (7,843 | - | |||
| Total shareholders' equity | 591,535 | 516,682 | |||||
| Total liabilities and shareholders' equity | - | 5,542,255 | - | 5,441,589 | |||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| December 31, | December 31, | December 31, | December 31, | ||||||||||||
| (Dollars in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Interest income | |||||||||||||||
| Loans | - | 64,411 | - | 67,870 | - | 256,630 | - | 210,287 | |||||||
| Investment securities - taxable | 9,951 | 8,773 | 37,668 | 27,361 | |||||||||||
| Investment securities - tax-exempt | 881 | 880 | 3,515 | 3,521 | |||||||||||
| Short-term investments | 1,017 | 2,492 | 5,921 | 7,764 | |||||||||||
| Total interest income | 76,260 | 80,015 | 303,734 | 248,933 | |||||||||||
| Interest expense | |||||||||||||||
| Deposits | 22,584 | 26,850 | 92,338 | 84,234 | |||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 105 | 67 | 402 | 215 | |||||||||||
| FHLB advances and other borrowings | 2,371 | 1,165 | 6,310 | 4,945 | |||||||||||
| Subordinated notes and trust preferred debt | 669 | 1,360 | 4,892 | 4,285 | |||||||||||
| Total interest expense | 25,729 | 29,442 | 103,942 | 93,679 | |||||||||||
| Net interest income | 50,531 | 50,573 | 199,792 | 155,254 | |||||||||||
| Provision for credit losses - loans | 75 | 2,617 | 126 | 17,408 | |||||||||||
| Recovery of credit losses - unfunded loan commitments | - | (862 | - | (100 | - | (862 | - | ||||||||
| Net interest income after net provision for credit losses | 50,456 | 48,818 | 199,766 | 138,708 | |||||||||||
| Noninterest income | |||||||||||||||
| Service charges | 3,225 | 2,050 | 11,247 | 6,893 | |||||||||||
| Interchange income | 1,553 | 1,608 | 6,041 | 5,259 | |||||||||||
| Swap fee income | 1,112 | 597 | 2,991 | 1,676 | |||||||||||
| Wealth management income | 5,739 | 4,902 | 21,698 | 16,353 | |||||||||||
| Mortgage banking activities | 503 | 517 | 1,805 | 1,835 | |||||||||||
| Investment securities gains (losses) | 95 | (5 | - | 166 | 249 | ||||||||||
| Other income | 2,165 | 1,578 | 8,365 | 5,170 | |||||||||||
| Total noninterest income | 14,392 | 11,247 | 52,313 | 37,435 | |||||||||||
| Noninterest expenses | |||||||||||||||
| Salaries and employee benefits | 21,980 | 22,444 | 85,171 | 76,581 | |||||||||||
| Occupancy, furniture and equipment | 4,017 | 4,893 | 16,978 | 14,570 | |||||||||||
| Data processing | 1,292 | 1,540 | 4,297 | 6,088 | |||||||||||
| Advertising and bank promotions | 561 | 878 | 2,291 | 2,587 | |||||||||||
| FDIC insurance | 683 | 955 | 2,833 | 2,677 | |||||||||||
| Professional services | 1,947 | 1,591 | 7,492 | 4,142 | |||||||||||
| Taxes other than income | 574 | (312 | - | 2,639 | 734 | ||||||||||
| Intangible asset amortization | 2,348 | 2,838 | 9,765 | 5,742 | |||||||||||
| Merger-related expenses | - | 3,887 | 2,617 | 22,671 | |||||||||||
| Restructuring expenses | - | 39 | 91 | 296 | |||||||||||
| Other operating expenses | 3,953 | 3,699 | 15,268 | 11,771 | |||||||||||
| Total noninterest expenses | 37,355 | 42,930 | 149,442 | 148,337 | |||||||||||
| Income before income tax expense | 27,493 | 17,135 | 102,637 | 27,806 | |||||||||||
| Income tax expense | 6,002 | 3,451 | 21,782 | 5,756 | |||||||||||
| Net income | - | 21,491 | - | 13,684 | - | 80,855 | - | 22,050 | |||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| December 31, | December 31, | December 31, | December 31, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Share information: | |||||||||||||||
| Basic earnings per share | - | 1.12 | - | 0.72 | - | 4.21 | - | 1.49 | |||||||
| Diluted earnings per share | - | 1.11 | - | 0.71 | - | 4.18 | - | 1.48 | |||||||
| Dividends paid per share | - | 0.27 | - | 0.23 | - | 1.06 | - | 0.86 | |||||||
| Weighted average shares - basic | 19,251 | 19,118 | 19,201 | 14,761 | |||||||||||
| Weighted average shares - diluted | 19,384 | 19,300 | 19,355 | 14,914 | |||||||||||
| ANALYSIS OF NET INTEREST INCOME | |||||||||||||||||||||||||||||||||||||||||||||||||
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| 12/31/2025 | 9/30/2025 | 6/30/2025 | 3/31/2025 | 12/31/2024 | |||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Taxable- | Taxable- | Taxable- | Taxable- | Taxable- | Taxable- | Taxable- | Taxable- | Taxable- | Taxable- | |||||||||||||||||||||||||||||||||||||||
| Average | Equivalent | Equivalent | Average | Equivalent | Equivalent | Average | Equivalent | Equivalent | Average | Equivalent | Equivalent | Average | Equivalent | Equivalent | |||||||||||||||||||||||||||||||||||
| Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | |||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||
| Federal funds sold & interest-bearing bank balances | - | 103,886 | - | 1,017 | 3.88 | - | - | 101,728 | - | 1,123 | 4.38 | - | - | 136,106 | - | 1,513 | 4.46 | - | - | 203,347 | - | 2,268 | 4.52 | - | - | 199,236 | - | 2,492 | 4.96 | - | |||||||||||||||||||
| Investment securities(1)(2) | 976,957 | 11,177 | 4.58 | 906,399 | 10,593 | 4.67 | 904,119 | 10,626 | 4.70 | 865,126 | 10,052 | 4.65 | 849,389 | 9,887 | 4.66 | ||||||||||||||||||||||||||||||||||
| Loans(1)(3)(4)(5) | 3,997,842 | 64,635 | 6.42 | 3,979,044 | 65,975 | 6.58 | 3,894,978 | 63,246 | 6.52 | 3,909,694 | 63,641 | 6.59 | 3,961,269 | 68,073 | 6.82 | ||||||||||||||||||||||||||||||||||
| Total interest-earning assets | 5,078,685 | 76,829 | 6.01 | 4,987,171 | 77,691 | 6.19 | 4,935,203 | 75,385 | 6.13 | 4,978,167 | 75,961 | 6.17 | 5,009,894 | 80,452 | 6.38 | ||||||||||||||||||||||||||||||||||
| Other assets | 426,626 | 433,659 | 439,569 | 447,530 | 454,271 | ||||||||||||||||||||||||||||||||||||||||||||
| Total assets | - | 5,505,311 | - | 5,420,830 | - | 5,374,772 | - | 5,425,697 | - | 5,464,165 | |||||||||||||||||||||||||||||||||||||||
| Liabilities and Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-bearing demand deposits | - | 2,471,895 | 14,078 | 2.26 | - | 2,450,034 | 14,145 | 2.29 | - | 2,463,687 | 13,880 | 2.26 | - | 2,473,543 | 14,156 | 2.32 | - | 2,522,885 | 15,575 | 2.45 | |||||||||||||||||||||||||||||
| Savings deposits | 262,240 | 164 | 0.25 | 264,761 | 164 | 0.25 | 269,309 | 165 | 0.25 | 273,313 | 165 | 0.25 | 272,718 | 166 | 0.24 | ||||||||||||||||||||||||||||||||||
| Time deposits | 912,611 | 8,342 | 3.63 | 897,416 | 8,330 | 3.68 | 914,108 | 8,810 | 3.87 | 970,588 | 9,939 | 4.15 | 998,963 | 11,109 | 4.41 | ||||||||||||||||||||||||||||||||||
| Total interest-bearing deposits | 3,646,746 | 22,584 | 2.46 | 3,612,211 | 22,639 | 2.49 | 3,647,104 | 22,855 | 2.51 | 3,717,444 | 24,260 | 2.65 | 3,794,566 | 26,850 | 2.81 | ||||||||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 27,348 | 105 | 1.52 | 27,772 | 107 | 1.53 | 25,917 | 106 | 1.64 | 26,163 | 84 | 1.30 | 21,572 | 67 | 1.23 | ||||||||||||||||||||||||||||||||||
| FHLB advances and other borrowings | 238,806 | 2,371 | 3.94 | 168,939 | 1,791 | 4.21 | 104,068 | 1,030 | 3.97 | 112,859 | 1,118 | 4.02 | 115,373 | 1,165 | 4.01 | ||||||||||||||||||||||||||||||||||
| Subordinated notes and trust preferred debt | 37,024 | 669 | 7.17 | 68,749 | 1,597 | 9.21 | 68,910 | 1,330 | 7.74 | 68,739 | 1,296 | 7.65 | 68,571 | 1,360 | 7.88 | ||||||||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 3,949,923 | 25,729 | 2.58 | 3,877,671 | 26,134 | 2.67 | 3,845,999 | 25,321 | 2.64 | 3,925,205 | 26,758 | 2.76 | 4,000,082 | 29,442 | 2.92 | ||||||||||||||||||||||||||||||||||
| Noninterest-bearing demand deposits | 882,552 | 902,128 | 904,031 | 887,726 | 849,999 | ||||||||||||||||||||||||||||||||||||||||||||
| Other liabilities | 93,976 | 89,086 | 89,058 | 89,077 | 97,685 | ||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 4,926,451 | 4,868,885 | 4,839,088 | 4,902,008 | 4,947,766 | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' equity | 578,859 | 551,945 | 535,684 | 523,689 | 516,399 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | - | 5,505,311 | - | 5,420,830 | - | 5,374,772 | - | 5,425,697 | - | 5,464,165 | |||||||||||||||||||||||||||||||||||||||
| Taxable-equivalent net interest income / net interest spread | 51,100 | 3.43 | - | 51,557 | 3.52 | - | 50,064 | 3.49 | - | 49,203 | 3.41 | - | 51,010 | 3.46 | - | ||||||||||||||||||||||||||||||||||
| Taxable-equivalent net interest margin | 4.00 | - | 4.11 | - | 4.07 | - | 4.00 | - | 4.05 | - | |||||||||||||||||||||||||||||||||||||||
| Taxable-equivalent adjustment | (569 | - | (569 | - | (552 | - | (442 | - | (437 | - | |||||||||||||||||||||||||||||||||||||||
| Net interest income | - | 50,531 | - | 50,988 | - | 49,512 | - | 48,761 | - | 50,573 | |||||||||||||||||||||||||||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 129 | - | 129 | - | 128 | - | 127 | - | 125 | - | |||||||||||||||||||||||||||||||||||||||
| NOTES: | |||||||||||||||||||||||||||||||||||||||||||||||||
| (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate. | |||||||||||||||||||||||||||||||||||||||||||||||||
| (2) Average balance of investment securities is computed at fair value. | |||||||||||||||||||||||||||||||||||||||||||||||||
| (3) Average balances include nonaccrual loans. | |||||||||||||||||||||||||||||||||||||||||||||||||
| (4) Interest income on loans includes prepayment and late fees, where applicable. | |||||||||||||||||||||||||||||||||||||||||||||||||
| (5) Interest income on loans includes accretion on purchase accounting marks of $4.7 million, $5.3 million, $4.9 million, $6.6 million and $7.6 million for the three months ended December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025 and December 31, 2024, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||
| ANALYSIS OF NET INTEREST INCOME | |||||||||||||||||||
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| Twelve Months Ended | |||||||||||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||
| Taxable- | Taxable- | Taxable- | Taxable- | ||||||||||||||||
| Average | Equivalent | Equivalent | Average | Equivalent | Equivalent | ||||||||||||||
| (In thousands) | Balance | Interest | Rate | Balance | Interest | Rate | |||||||||||||
| Assets | |||||||||||||||||||
| Federal funds sold & interest-bearing bank balances | - | 135,900 | - | 5,921 | 4.36 | - | - | 150,500 | - | 7,764 | 5.14 | - | |||||||
| Investment securities(1)(2) | 913,438 | 42,556 | 4.66 | 690,223 | 31,817 | 4.60 | |||||||||||||
| Loans(1)(3)(4)(5)(6) | 3,945,723 | 257,493 | 6.53 | 3,150,425 | 210,994 | 6.68 | |||||||||||||
| Total interest-earning assets | 4,995,061 | 305,970 | 6.13 | 3,991,148 | 250,575 | 6.26 | |||||||||||||
| Other assets | 436,681 | 330,324 | |||||||||||||||||
| Total assets | - | 5,431,742 | - | 4,321,472 | |||||||||||||||
| Liabilities and Shareholders' Equity | |||||||||||||||||||
| Interest-bearing demand deposits | - | 2,464,745 | 56,258 | 2.28 | - | 2,077,038 | 51,049 | 2.45 | |||||||||||
| Savings deposits | 267,271 | 659 | 0.25 | 223,183 | 599 | 0.27 | |||||||||||||
| Time deposits | 923,547 | 35,421 | 3.84 | 732,446 | 32,586 | 4.44 | |||||||||||||
| Total interest-bearing deposits | 3,655,563 | 92,338 | 2.53 | 3,032,667 | 84,234 | 2.77 | |||||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 26,806 | 402 | 1.50 | 17,543 | 215 | 1.22 | |||||||||||||
| FHLB advances and other borrowings | 156,548 | 6,310 | 4.03 | 120,787 | 4,945 | 4.08 | |||||||||||||
| Subordinated notes and trust preferred debt | 60,790 | 4,892 | 8.05 | 50,397 | 4,285 | 8.48 | |||||||||||||
| Total interest-bearing liabilities | 3,899,707 | 103,942 | 2.67 | 3,221,394 | 93,679 | 2.91 | |||||||||||||
| Noninterest-bearing demand deposits | 894,117 | 625,714 | |||||||||||||||||
| Other liabilities | 90,210 | 82,084 | |||||||||||||||||
| Total liabilities | 4,884,034 | 3,929,192 | |||||||||||||||||
| Shareholders' equity | 547,708 | 392,280 | |||||||||||||||||
| Total liabilities and shareholders' equity | - | 5,431,742 | - | 4,321,472 | |||||||||||||||
| Taxable-equivalent net interest income / net interest spread | 202,029 | 3.46 | - | 156,896 | 3.36 | - | |||||||||||||
| Taxable-equivalent net interest margin | 4.04 | - | 3.92 | - | |||||||||||||||
| Taxable-equivalent adjustment | (2,237 | - | (1,642 | - | |||||||||||||||
| Net interest income | - | 199,792 | - | 155,254 | |||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 128 | - | 124 | - | |||||||||||||||
| NOTES TO ANALYSIS OF NET INTEREST INCOME: | |||||||||||||||||||
| (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate. | |||||||||||||||||||
| (2) Average balance of investment securities is computed at fair value. | |||||||||||||||||||
| (3) Average balances include nonaccrual loans. | |||||||||||||||||||
| (4) Interest income on loans includes prepayment and late fees, where applicable. | |||||||||||||||||||
| (5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the twelve months ended December 31, 2024. | |||||||||||||||||||
| (6) Interest income on loans includes accretion on purchase accounting marks of $21.5 million and $15.2 million for the twelve months ended December 31, 2025 and 2024, respectively. | |||||||||||||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (In thousands) | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||||||
| Profitability for the quarter: | |||||||||||||||||||
| Net interest income | - | 50,531 | - | 50,988 | - | 49,512 | - | 48,761 | - | 50,573 | |||||||||
| Provision for (Recovery of) credit losses | 75 | 396 | 109 | (554 | - | 1,755 | |||||||||||||
| Noninterest income | 14,392 | 13,382 | 12,915 | 11,624 | 11,247 | ||||||||||||||
| Noninterest expenses | 37,355 | 36,297 | 37,614 | 38,176 | 42,930 | ||||||||||||||
| Income before income taxes | 27,493 | 27,677 | 24,704 | 22,763 | 17,135 | ||||||||||||||
| Income tax expense | 6,002 | 5,812 | 5,256 | 4,712 | 3,451 | ||||||||||||||
| Net income | - | 21,491 | - | 21,865 | - | 19,448 | - | 18,051 | - | 13,684 | |||||||||
| Financial ratios: | |||||||||||||||||||
| Return on average assets(1) | 1.55 | - | 1.60 | - | 1.45 | - | 1.35 | - | 1.00 | - | |||||||||
| Return on average assets, adjusted(1)(2)(3) | n/a | n/a | 1.51 | - | 1.45 | - | 1.22 | - | |||||||||||
| Return on average equity(1) | 14.73 | - | 15.72 | - | 14.56 | - | 13.98 | - | 10.54 | - | |||||||||
| Return on average equity, adjusted(1)(2)(3) | n/a | n/a | 15.12 | - | 14.97 | - | 12.86 | - | |||||||||||
| Net interest margin(1) | 4.00 | - | 4.11 | - | 4.07 | - | 4.00 | - | 4.05 | - | |||||||||
| Efficiency ratio | 57.5 | - | 56.4 | - | 60.3 | - | 63.2 | - | 69.4 | - | |||||||||
| Efficiency ratio, adjusted(2)(3) | n/a | n/a | 58.7 | - | 60.5 | - | 62.3 | - | |||||||||||
| Per share information: | |||||||||||||||||||
| Income per common share: | |||||||||||||||||||
| Basic | - | 1.12 | - | 1.14 | - | 1.01 | - | 0.94 | - | 0.72 | |||||||||
| Basic, adjusted(2)(3) | n/a | n/a | 1.05 | 1.01 | 0.87 | ||||||||||||||
| Diluted | 1.11 | 1.13 | 1.01 | 0.93 | 0.71 | ||||||||||||||
| Diluted, adjusted(2)(3) | n/a | n/a | 1.04 | 1.00 | 0.87 | ||||||||||||||
| Book value | 30.32 | 29.33 | 28.07 | 27.32 | 26.65 | ||||||||||||||
| Tangible book value(3) | 25.21 | 24.12 | 22.77 | 21.99 | 21.19 | ||||||||||||||
| Average tangible common equity(3) | 18.15 | 19.70 | 18.43 | 17.91 | 13.62 | ||||||||||||||
| Cash dividends paid | 0.27 | 0.27 | 0.26 | 0.26 | 0.23 | ||||||||||||||
| Average basic shares | 19,251 | 19,224 | 19,173 | 19,157 | 19,118 | ||||||||||||||
| Average diluted shares | 19,384 | 19,364 | 19,342 | 19,328 | 19,300 | ||||||||||||||
| (1) Annualized. | |||||||||||||||||||
| (2) Ratio has been adjusted for non-recurring expenses for all periods presented prior to September 30, 2025. | |||||||||||||||||||
| (3) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein. | |||||||||||||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||
| (continued) | |||||||||||||||
| (In thousands) | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||
| Noninterest income: | |||||||||||||||
| Service charges | - | 3,225 | - | 2,997 | - | 2,630 | - | 2,395 | - | 2,050 | |||||
| Interchange income | 1,553 | 1,620 | 1,441 | 1,427 | 1,608 | ||||||||||
| Swap fee income | 1,112 | 816 | 669 | 394 | 597 | ||||||||||
| Wealth management income | 5,739 | 5,277 | 5,267 | 5,415 | 4,902 | ||||||||||
| Mortgage banking activities | 503 | 522 | 478 | 302 | 517 | ||||||||||
| Other income | 2,165 | 2,100 | 2,422 | 1,678 | 1,578 | ||||||||||
| Investment securities gains (losses) | 95 | 50 | 8 | 13 | (5 | - | |||||||||
| Total noninterest income | - | 14,392 | - | 13,382 | - | 12,915 | - | 11,624 | - | 11,247 | |||||
| Noninterest expenses: | |||||||||||||||
| Salaries and employee benefits | - | 21,980 | - | 21,439 | - | 21,364 | - | 20,388 | - | 22,444 | |||||
| Occupancy, furniture and equipment | 4,017 | 4,075 | 4,211 | 4,675 | 4,893 | ||||||||||
| Data processing | 1,292 | 1,116 | 965 | 924 | 1,540 | ||||||||||
| Advertising and bank promotions | 561 | 154 | 1,077 | 499 | 878 | ||||||||||
| FDIC insurance | 683 | 652 | 674 | 824 | 955 | ||||||||||
| Professional services | 1,947 | 1,703 | 2,016 | 1,826 | 1,591 | ||||||||||
| Taxes other than income | 574 | 828 | 295 | 942 | (312 | - | |||||||||
| Intangible asset amortization | 2,348 | 2,410 | 2,472 | 2,535 | 2,838 | ||||||||||
| Provision for legal settlement | - | - | - | - | 478 | ||||||||||
| Merger-related expenses | - | - | 968 | 1,649 | 3,887 | ||||||||||
| Restructuring expenses | - | - | - | 91 | 39 | ||||||||||
| Other operating expenses | 3,953 | 3,920 | 3,572 | 3,823 | 3,699 | ||||||||||
| Total noninterest expenses | - | 37,355 | - | 36,297 | - | 37,614 | - | 38,176 | - | 42,930 | |||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| (In thousands) | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||||||
| Balance Sheet at quarter end: | |||||||||||||||||||
| Cash and cash equivalents | - | 149,774 | - | 184,146 | - | 149,377 | - | 287,120 | - | 248,874 | |||||||||
| Restricted investments in bank stocks | 26,717 | 24,111 | 21,204 | 19,693 | 20,232 | ||||||||||||||
| Securities available for sale | 952,740 | 890,357 | 885,373 | 855,456 | 829,711 | ||||||||||||||
| Loans held for sale, at fair value | 6,090 | 6,026 | 5,206 | 5,261 | 6,614 | ||||||||||||||
| Loans: | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Owner occupied | 644,713 | 629,481 | 622,315 | 617,854 | 633,567 | ||||||||||||||
| Non-owner occupied | 1,260,198 | 1,254,959 | 1,203,038 | 1,157,383 | 1,160,238 | ||||||||||||||
| Multi-family | 236,703 | 234,782 | 239,388 | 257,724 | 274,135 | ||||||||||||||
| Non-owner occupied residential | 155,749 | 163,138 | 165,479 | 168,354 | 179,512 | ||||||||||||||
| Agricultural | 121,417 | 118,596 | 124,291 | 134,916 | 125,156 | ||||||||||||||
| Commercial and industrial | 489,371 | 479,929 | 487,063 | 455,494 | 451,384 | ||||||||||||||
| Acquisition and development: | |||||||||||||||||||
| 1-4 family residential construction | 41,489 | 41,141 | 38,490 | 40,621 | 47,432 | ||||||||||||||
| Commercial and land development | 198,234 | 195,158 | 198,889 | 227,434 | 241,424 | ||||||||||||||
| Municipal | 25,302 | 28,664 | 28,693 | 30,780 | 30,044 | ||||||||||||||
| Total commercial loans | 3,173,176 | 3,145,848 | 3,107,646 | 3,090,560 | 3,142,892 | ||||||||||||||
| Residential mortgage: | |||||||||||||||||||
| First lien | 478,870 | 476,006 | 469,569 | 464,642 | 460,297 | ||||||||||||||
| Home equity - term | 5,972 | 5,800 | 5,784 | 9,224 | 5,988 | ||||||||||||||
| Home equity - lines of credit | 321,438 | 311,458 | 305,968 | 295,820 | 303,561 | ||||||||||||||
| Other - term(1) | 22,906 | 23,737 | 25,384 | - | - | ||||||||||||||
| Installment and other loans | 18,331 | 16,887 | 17,028 | 15,739 | 18,476 | ||||||||||||||
| Total loans | 4,020,693 | 3,979,736 | 3,931,379 | 3,875,985 | 3,931,214 | ||||||||||||||
| Allowance for credit losses | (47,681 | - | (48,105 | - | (47,898 | - | (47,804 | - | (48,689 | - | |||||||||
| Net loans held for investment | 3,973,012 | 3,931,631 | 3,883,481 | 3,828,181 | 3,882,525 | ||||||||||||||
| Goodwill | 69,751 | 69,751 | 69,751 | 68,106 | 68,106 | ||||||||||||||
| Other intangible assets, net | 37,990 | 40,338 | 42,748 | 45,230 | 47,765 | ||||||||||||||
| Total assets | 5,542,255 | 5,470,233 | 5,387,645 | 5,441,586 | 5,441,589 | ||||||||||||||
| Total deposits | 4,528,774 | 4,533,560 | 4,516,625 | 4,633,716 | 4,623,096 | ||||||||||||||
| FHLB advances and other borrowings and Securities sold under agreements to repurchase | 299,243 | 241,719 | 166,381 | 123,480 | 141,227 | ||||||||||||||
| Subordinated notes and trust preferred debt | 37,122 | 36,970 | 69,021 | 68,850 | 68,680 | ||||||||||||||
| Total shareholders' equity | 591,535 | 571,936 | 548,448 | 532,936 | 516,682 | ||||||||||||||
| (1) Other - term includes property assessed clean energy ("PACE") loans. | |||||||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Capital and credit quality measures(1)- | |||||||||||||||||||
| Total risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 13.3 | - | 13.1 | - | 13.3 | - | 13.1 | - | 12.4 | - | |||||||||
| Orrstown Bank | 13.3 | - | 12.9 | - | 13.3 | - | 13.0 | - | 12.4 | - | |||||||||
| Tier 1 risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 11.7 | - | 11.3 | - | 11.1 | - | 10.8 | - | 10.2 | - | |||||||||
| Orrstown Bank | 12.2 | - | 11.8 | - | 12.1 | - | 11.9 | - | 11.2 | - | |||||||||
| Tier 1 common equity risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 11.5 | - | 11.1 | - | 10.9 | - | 10.6 | - | 10.0 | - | |||||||||
| Orrstown Bank | 12.2 | - | 11.8 | - | 12.1 | - | 11.9 | - | 11.2 | - | |||||||||
| Tier 1 leverage capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 9.5 | - | 9.3 | - | 9.0 | - | 8.6 | - | 8.3 | - | |||||||||
| Orrstown Bank | 9.9 | - | 9.6 | - | 9.8 | - | 9.5 | - | 9.1 | - | |||||||||
| Average equity to average assets | 10.51 | - | 10.18 | - | 9.97 | - | 9.65 | - | 9.45 | - | |||||||||
| Allowance for credit losses to total loans | 1.19 | - | 1.21 | - | 1.22 | - | 1.23 | - | 1.24 | - | |||||||||
| Total nonaccrual loans to total loans | 0.70 | - | 0.66 | - | 0.57 | - | 0.59 | - | 0.61 | - | |||||||||
| Nonperforming assets to total assets | 0.51 | - | 0.48 | - | 0.42 | - | 0.42 | - | 0.45 | - | |||||||||
| Allowance for credit losses to nonaccrual loans | 170 | - | 184 | - | 214 | - | 210 | - | 202 | - | |||||||||
| Other information: | |||||||||||||||||||
| Net charge-offs | - | 499 | - | 189 | - | 115 | - | 331 | - | 3,002 | |||||||||
| Classified loans | 58,351 | 64,089 | 65,754 | 76,211 | 88,628 | ||||||||||||||
| Nonperforming and other risk assets: | |||||||||||||||||||
| Nonaccrual loans | 28,031 | 26,191 | 22,423 | 22,727 | 24,111 | ||||||||||||||
| Other real estate owned | - | - | - | 138 | 138 | ||||||||||||||
| Total nonperforming assets | 28,031 | 26,191 | 22,423 | 22,865 | 24,249 | ||||||||||||||
| Financial difficulty modifications still accruing | 1,253 | 1,245 | 5,759 | 5,127 | 4,897 | ||||||||||||||
| Loans past due 90 days or more and still accruing | 1,040 | 497 | 1,312 | 400 | 641 | ||||||||||||||
| Total nonperforming and other risk assets | - | 30,324 | - | 27,933 | - | 29,494 | - | 28,392 | - | 29,787 | |||||||||
| (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard. | |||||||||||||||||||
Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations
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.
As a result of acquisitions, the Company has intangible assets consisting of goodwill, core deposit and other intangible assets, which totaled $107.7 million and $115.9 million at December 31, 2025 and December 31, 2024, respectively. In addition, during the three months ended December 31, 2025, September 30, 2025, June 30, 2025, March, 31, 2025 and December 31, 2024, the Company incurred zero, zero, $1.0 million, $1.6 million, and $3.9 million in merger-related expenses, respectively. During the three months ended December 31, 2024, the Company incurred other non-recurring charges totaling $0.5 million.
Tangible book value per common share, tangible common equity and the impact of the non-recurring expenses 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:
(In thousands)
| Tangible Book Value per Common Share | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Shareholders' equity (most directly comparable GAAP-based measure) | - | 591,535 | - | 571,936 | - | 548,448 | - | 532,936 | - | 516,682 | ||||||||||
| Less: Goodwill | 69,751 | 69,751 | 69,751 | 68,106 | 68,106 | |||||||||||||||
| Other intangible assets | 37,990 | 40,338 | 42,748 | 45,230 | 47,765 | |||||||||||||||
| Related tax effect | (7,978 | - | (8,471 | - | (8,977 | - | (9,498 | - | (10,031 | - | ||||||||||
| Tangible common equity (non-GAAP) | - | 491,772 | - | 470,318 | - | 444,926 | - | 429,098 | - | 410,842 | ||||||||||
| Common shares outstanding | 19,507 | 19,501 | 19,536 | 19,510 | 19,390 | |||||||||||||||
| Book value per share (most directly comparable GAAP-based measure) | - | 30.32 | - | 29.33 | - | 28.07 | - | 27.32 | - | 26.65 | ||||||||||
| Intangible assets per share | 5.11 | 5.21 | 5.30 | 5.33 | 5.46 | |||||||||||||||
| Tangible book value per share (non-GAAP) | - | 25.21 | - | 24.12 | - | 22.77 | - | 21.99 | - | 21.19 | ||||||||||
| Return on Average Common Equity | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Net Income | - | 21,491 | - | 21,865 | - | 19,448 | - | 18,051 | - | 13,684 | ||||||||||
| Average shareholders' equity | - | 578,859 | - | 551,945 | - | 535,684 | - | 523,689 | - | 516,399 | ||||||||||
| Less: Average goodwill | 69,751 | 69,751 | 68,126 | 68,106 | 71,477 | |||||||||||||||
| Less: Average other intangible assets, gross | 39,467 | 41,809 | 44,304 | 46,864 | 45,319 | |||||||||||||||
| Average tangible equity | - | 469,641 | - | 440,385 | - | 423,254 | - | 408,719 | - | 399,603 | ||||||||||
| Return on average tangible equity(non-GAAP)(1) | 18.15 | - | 19.70 | - | 18.43 | - | 17.91 | - | 13.62 | - | ||||||||||
| (1) - Annualized | ||||||||||||||||||||
| (In thousands) | Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||||||
| Adjusted Ratios for Non-recurring Charges | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||
| Net income (A) - most directly comparable GAAP-based measure | - | 21,491 | - | 21,865 | - | 19,448 | - | 18,051 | - | 13,684 | - | 80,855 | - | 22,050 | ||||||||||||||
| Plus: Merger-related expenses (B) | - | - | 968 | 1,649 | 3,887 | 2,617 | 22,671 | |||||||||||||||||||||
| Plus: Executive retirement expenses (B) | - | - | - | - | 35 | - | 4,793 | |||||||||||||||||||||
| Plus: Provision for credit losses on non-PCD loans (B) | - | - | - | - | - | - | 15,504 | |||||||||||||||||||||
| Plus: Provision for legal settlement (B) | - | - | - | - | 478 | - | 478 | |||||||||||||||||||||
| Less: Related tax effect (C) | - | - | (221 | - | (368 | - | (1,386 | - | (590 | - | (9,442 | - | ||||||||||||||||
| Adjusted net income (D=A+B-C) - Non-GAAP | - | 21,491 | - | 21,865 | - | 20,195 | - | 19,332 | - | 16,698 | - | 82,882 | - | 56,054 | ||||||||||||||
| Average assets (E) | - | 5,505,311 | - | 5,420,830 | - | 5,374,772 | - | 5,425,697 | - | 5,464,165 | - | 5,431,742 | - | 4,321,472 | ||||||||||||||
| Return on average assets (= A / E) - most directly comparable GAAP-based measure(1) | 1.55 | - | 1.60 | - | 1.45 | - | 1.35 | - | 1.00 | - | 1.49 | - | 0.51 | - | ||||||||||||||
| Return on average assets, adjusted (= D / E) - Non-GAAP(1) | 1.55 | - | 1.60 | - | 1.51 | - | 1.45 | - | 1.22 | - | 1.53 | - | 1.30 | - | ||||||||||||||
| Average equity (F) | - | 578,859 | - | 551,945 | - | 535,684 | - | 523,689 | - | 516,399 | - | 547,708 | - | 392,280 | ||||||||||||||
| Return on average equity (= A / F) - most directly comparable GAAP-based measure(1) | 14.73 | - | 15.72 | - | 14.56 | - | 13.98 | - | 10.54 | - | 14.76 | - | 5.62 | - | ||||||||||||||
| Return on average equity, adjusted (= D / F) - Non-GAAP(1) | 14.73 | - | 15.72 | - | 15.12 | - | 14.97 | - | 12.86 | - | 15.13 | - | 14.29 | - | ||||||||||||||
| Weighted average shares - basic (G) - most directly comparable GAAP-based measure | 19,251 | 19,224 | 19,173 | 19,157 | 19,118 | 19,201 | 14,761 | |||||||||||||||||||||
| Basic earnings (loss) per share (= A / G) - most directly comparable GAAP-based measure | - | 1.12 | - | 1.14 | - | 1.01 | - | 0.94 | - | 0.72 | - | 4.21 | - | 1.49 | ||||||||||||||
| Basic earnings per share, adjusted (= D / G) - Non-GAAP | - | 1.12 | - | 1.14 | - | 1.05 | - | 1.01 | - | 0.87 | - | 4.32 | - | 3.80 | ||||||||||||||
| Weighted average shares - diluted (H) - most directly comparable GAAP-based measure | 19,384 | 19,364 | 19,342 | 19,328 | 19,300 | 19,355 | 14,914 | |||||||||||||||||||||
| Diluted earnings (loss) per share (= A / H) - most directly comparable GAAP-based measure | - | 1.11 | - | 1.13 | - | 1.01 | - | 0.93 | - | 0.71 | - | 4.18 | - | 1.48 | ||||||||||||||
| Diluted earnings per share, adjusted (= D / H) - Non-GAAP | - | 1.11 | - | 1.13 | - | 1.04 | - | 1.00 | - | 0.87 | - | 4.28 | - | 3.76 | ||||||||||||||
| (1) Annualized | ||||||||||||||||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Noninterest expense (I) - most directly comparable GAAP-based measure | - | 37,355 | - | 36,297 | - | 37,614 | - | 38,176 | - | 42,930 | - | 149,442 | - | 148,337 | ||||||||||||||
| Less: Merger-related expenses (B) | - | - | (968 | - | (1,649 | - | (3,887 | - | (2,617 | - | (22,671 | - | ||||||||||||||||
| Less: Executive retirement expenses (B) | - | - | - | - | (35 | - | - | (4,793 | - | |||||||||||||||||||
| Less: Provision for legal settlement (B) | - | - | - | - | (478 | - | - | (478 | - | |||||||||||||||||||
| Adjusted noninterest expense (J = I - B) - Non-GAAP | - | 37,355 | - | 36,297 | - | 36,646 | - | 36,527 | - | 38,531 | - | 146,825 | - | 120,396 | ||||||||||||||
| Net interest income (K) | - | 50,531 | - | 50,988 | - | 49,512 | - | 48,761 | - | 50,573 | - | 199,792 | - | 155,254 | ||||||||||||||
| Noninterest income (L) | 14,392 | 13,382 | 12,915 | 11,624 | 11,247 | 52,313 | 37,435 | |||||||||||||||||||||
| Total operating income (M = K + L) | - | 64,923 | - | 64,370 | - | 62,427 | - | 60,385 | - | 61,820 | - | 252,105 | - | 192,689 | ||||||||||||||
| Efficiency ratio (= I / M) - most directly comparable GAAP-based measure | 57.5 | - | 56.4 | - | 60.3 | - | 63.2 | - | 69.4 | - | 59.3 | - | 77.0 | - | ||||||||||||||
| Efficiency ratio, adjusted (= J / M) - Non-GAAP | 57.5 | - | 56.4 | - | 58.7 | - | 60.5 | - | 62.3 | - | 58.2 | - | 62.5 | - | ||||||||||||||
| (1) Annualized | ||||||||||||||||||||||||||||
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 December 31, 2025:
(In thousands)
| Sector | Portfolio Mix | Amortized Book | Fair Value | Credit Enhancement | AAA | AA | A | BBB | BB | NR | Collateral / Guarantee Type | ||||||||||||||||||||
| Unsecured ABS | - | - | - | 2,575 | - | 2,484 | 29 | - | - | - | - | - | - | - | - | - | - | - | 100 | - | Unsecured Consumer Debt | ||||||||||
| Student Loan ABS | - | 3,109 | 3,119 | 29 | - | - | - | - | - | 100 | Seasoned Student Loans | ||||||||||||||||||||
| Federal Family Education Loan ABS | 8 | 72,231 | 72,013 | 12 | - | 47 | 33 | 7 | 13 | - | Federal Family Education Loan(1) | ||||||||||||||||||||
| PACE Loan ABS | - | 1,674 | 1,538 | 7 | 100 | - | - | - | - | PACE Loans(2) | |||||||||||||||||||||
| Non-Agency CMBS | 3 | 27,069 | 27,410 | 28 | - | - | - | - | 100 | ||||||||||||||||||||||
| Non-Agency RMBS | 3 | 31,049 | 29,929 | 52 | 92 | 8 | - | - | - | Reverse Mortgages(3) | |||||||||||||||||||||
| Municipal - General Obligation | 10 | 99,033 | 92,643 | 17 | 77 | 6 | - | - | |||||||||||||||||||||||
| Municipal - Revenue | 12 | 119,799 | 109,505 | - | 82 | 12 | - | 6 | |||||||||||||||||||||||
| SBA ReRemic(5) | - | 1,595 | 1,580 | - | 100 | - | - | - | SBA Guarantee(4) | ||||||||||||||||||||||
| Small Business Administration | - | 3,330 | 3,399 | - | 100 | - | - | - | SBA Guarantee(4) | ||||||||||||||||||||||
| Agency MBS | 25 | 237,276 | 237,450 | - | 100 | - | - | - | Residential Mortgages(4) | ||||||||||||||||||||||
| Agency CMO | 37 | 356,192 | 355,224 | - | 100 | - | - | - | |||||||||||||||||||||||
| U.S. Treasury securities | 2 | 15,016 | 14,211 | - | 100 | - | - | - | U.S. Government Guarantee(4) | ||||||||||||||||||||||
| Corporate bonds | - | 1,947 | 1,992 | - | - | 51 | 49 | - | |||||||||||||||||||||||
| 100 | - | - | 971,895 | - | 952,497 | 5 | - | 85 | - | 4 | - | 1 | - | 1 | - | 4 | - | ||||||||||||||
| (1) 97% guaranteed by U.S. government | |||||||||||||||||||||||||||||||
| (2) PACE acronym represents Property Assessed Clean Energy loans | |||||||||||||||||||||||||||||||
| (3) Non-agency reverse mortgages with current structural credit enhancements | |||||||||||||||||||||||||||||||
| (4) Guaranteed by U.S. government or U.S. government agencies | |||||||||||||||||||||||||||||||
| (5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits | |||||||||||||||||||||||||||||||
| Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor's, Moody's, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor's rates U.S. government obligations at AA+. | |||||||||||||||||||||||||||||||
About the Company
With $5.5 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, Harford, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company's lending area also includes counties in Pennsylvania, Maryland, Delaware, Virginia and West Virginia within a 75-mile radius of the Company's executive and administrative offices as well as the District of Columbia. 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. 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, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: interest rate changes or volatility; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; 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; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in, and evolving interpretations of, existing and future laws and regulations; 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 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, 2024 under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in subsequent filings made with the Securities and Exchange Commission.
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 disclaims 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. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only and are not forecasts and may not reflect actual results.
