ORRSTOWN FINANCIAL SERVICES INC (Form: 8-K, Received: 01/19/2022 16:32:00)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 19, 2022


ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania

001-34292

23-2530374

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

77 East King Street,

P. O. Box 250

Shippensburg,

Pennsylvania

17257

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(717)

532-6114

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ORRF

Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐			Emerging growth company

☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition

On January 19, 2022, Orrstown Financial Services, Inc. (the “Company”) issued a press release to report earnings for the quarter and year ended December 31, 2021.

A copy of the press release is furnished with this Form 8-K as Exhibit 99, and is incorporated herein in its entirety by reference.

Item 7.01 Regulation FD

The Board of Directors of the Company declared a cash dividend of $0.19 per common share, payable February 8, 2022 to shareholders of record as of February 1, 2022.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:


			Exhibit No.			Description

			99			Press Release dated January 19, 2022

			104			Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORRSTOWN FINANCIAL SERVICES, INC.

Date: January 19, 2022	By:	/s/ Neelesh Kalani
		Neelesh Kalani Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

Exhibit 99

FOR IMMEDIATE RELEASE:

Orrstown Financial Services, Inc. Reports Record Earnings for Full Year 2021

and Fourth Quarter Results

•Net income of $32.9 million and diluted earnings per share of $2.96 for the year ended December 31, 2021 compared to $26.5 million and diluted earnings per share of $2.40 for the year ended December 31, 2020; net income of $6.7 million for the quarter; diluted fourth quarter 2021 earnings per share of $0.60 compared to diluted earnings per share of $0.65 in the third quarter of 2021 and $0.91 in the fourth quarter of 2020

•Fourth quarter commercial loan growth, excluding Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans, was $110.5 million, or 34% annualized; full year commercial loan growth, excluding SBA PPP loans, was $268.3 million, or 24%

•Net interest margin increased to 3.35% in the fourth quarter of 2021 from 3.03% in the third quarter of 2021; some excess liquidity was deployed into commercial loan production and the cost of funds continued to decline

•Tangible book value per share(1) increased to $22.32 at December 31, 2021 from $21.98 at September 30, 2021, and $19.93 at December 31, 2020

•Noninterest income of $7.3 million in the fourth quarter of 2021 compared to $7.7 million in the third quarter of 2021; the third quarter included $0.5 million in gains from the sales of asset-backed securities

•A provision for loan losses of $1.1 million was recorded in the fourth quarter of 2021 compared to $0.4 million in the third quarter of 2021 reflecting continued commercial loan growth in both periods; the provision for loan losses in the third quarter of 2021 included a COVID-19 reserve reversal of $1.0 million

•The SBA PPP loan portfolio averaged $232.2 million in the three months ended December 31, 2021 as compared to $303.2 million in the three months ended September 30, 2021

•Noninterest expenses increased by $1.3 million to $20.3 million in the fourth quarter of 2021 from $19.0 million in the third quarter of 2021; performance-based compensation increases were earned in the period due to individual production, the Company's performance exceeding targets and other employee incentives

•The Company repurchased 32,652 shares of its common stock at an average price of $24.17 per share during the three months ended December 31, 2021

•The Board of Directors declared a cash dividend of $0.19 per common share, payable February 8, 2022, to shareholders of record as of February 1, 2022

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

SHIPPENSBURG, PA (January 19, 2022) -- Orrstown Financial Services, Inc. ("Orrstown" or the “Company”) (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the three months ended December 31, 2021. Net income totaled $6.7 million for the three months ended December 31, 2021, compared with $7.2 million for the three months ended September 30, 2021 and $10.1 million for the three months ended December 31, 2020. Diluted earnings per share totaled $0.60 for the three months ended December 31, 2021, compared with $0.65 for the three months ended September 30, 2021 and $0.91 for the three months ended December 31, 2020.

Thomas R. Quinn, Jr., President & CEO, commented, “Orrstown generated record earnings in 2021 in a challenging and unprecedented operating environment. The past two years have highlighted the dedication and commitment of our employees to both the Company and the communities we serve. In the fourth quarter, our exceptional commercial lending team continued to originate loans at a tremendous pace with the momentum expected to continue into 2022. The deployment of excess cash into higher earning assets drove a substantial improvement in our net interest margin. We expect that commercial loan production will contribute significantly towards offsetting a decline in PPP income in 2022. Orrstown continues to benefit from the new relationships formed through the SBA PPP program. Our team will be rewarded for our record performance in 2021 and this resulted in elevated expenses in the fourth quarter. We will continue to invest in our people and infrastructure as opportunities arise to build on the growth trajectory of the Company.”

Mr. Quinn continued, “Despite a strong economic recovery in 2021 and anticipated market interest rate increases over the next year, many challenges remain nationwide including the continued impact of COVID-19, wage pressures and inflation. In this unique environment, Orrstown is making every effort to ensure the safety and well-being of our employees and clients. As we proactively work through these concerns, the Company remains well positioned for a rising rate environment and we anticipate another successful year in 2022. This should further enable us to transform the Company through an increased focus on automation and digital banking.”

DISCUSSION OF RESULTS

Balance Sheet

Loans

Loans held for investment, which includes SBA PPP loans, increased by $40.2 million from September 30, 2021 to December 31, 2021, or 8% annualized, as the impact of SBA PPP loan forgiveness was offset by net commercial loan production. Excluding SBA PPP loans, total loans increased by $110.2 million from September 30, 2021 to December 31, 2021, or 26% annualized. SBA PPP loans, net of deferred fees and costs, declined by $70.0 million to $189.9 million at December 31, 2021 from $259.9 million at September 30, 2021 due to forgiveness activity. Commercial loans, excluding SBA PPP loans, increased by $110.5 million, or 34% annualized, from September 30, 2021 to December 31, 2021. The commercial loan pipeline is strong heading into the first quarter of 2022.

The remaining gross balance of SBA PPP loans is $195.3 million at December 31, 2021. Net deferred SBA PPP fees of $5.5 million remain at December 31, 2021, which are expected to mostly be earned by the end of 2022.

Home equity lines of credit increased by $6.7 million, or 17% annualized, in the fourth quarter of 2021. Residential mortgage loans declined by $4.5 million, or 9% annualized, in the three months ended December 31, 2021. Other installment loans decreased by $1.5 million, or 30% annualized, in the three months ended December 31, 2021. Consumer portfolio net runoff has slowed since the beginning of 2021. Overall loan growth, excluding SBA PPP loans, was 14% for the year ended December 31, 2021.

Investment Securities

Investment securities increased by $27.6 million to $479.7 million at December 31, 2021 compared to $452.1 million at September 30, 2021. During the fourth quarter of 2021, the Bank purchased mortgage-backed securities and municipal securities totaling $38.1 million. See Appendix C for a summary of the Bank's investment securities at December 31, 2021, highlighting the concentrations, credit ratings and credit enhancement levels of the portfolio at such date.

Deposits

Deposits decreased by $37.2 million, or 6% annualized, remaining at $2.5 billion at December 31, 2021 compared to September 30, 2021. In the fourth quarter of 2021, interest-bearing demand deposits decreased by $33.1 million, or 14.0% annualized and certificates of deposit decreased by $25.4 million, or 31% annualized. These decreases were partially offset by increases in noninterest-bearing demand deposits of $7.9 million, or 6% annualized and money market and savings deposits of $13.4 million, or 8% annualized. Deposits rose by $108.0 million, or 5%, from December 31, 2020 to December 31, 2021 due primarily to SBA PPP loan funding combined with clients continuing to maintain deposit balances in excess of historical norms. The Bank's loan-to-deposit ratio was 80% at December 31, 2021, an increase of 2% from September 30, 2021. On a longer-term basis, the Bank is targeting a loan-to-deposit ratio of 90%.

Income Statement

Net Interest Income and Margin

Net interest income increased by $2.0 million to $22.6 million for the three months ended December 31, 2021 compared to the three months ended September 30, 2021. The net interest margin increased to 3.35% in the fourth quarter of 2021 from 3.03% in the third quarter of 2021. The increase in net interest margin was a result of an increase in interest income from SBA PPP loan forgiveness (12 basis points) and commercial loan production (4 basis points), a decrease in average cash (11 basis points) and a decrease in cost of funds (3 basis points).

For the three months ended December 31, 2021 and September 30, 2021, there were $66.9 million and $98.2 million of SBA PPP loans forgiven, respectively. Interest income recognized on SBA PPP loans totaled $3.8 million in the three months ended December 31, 2021 as compared to $3.4 million in the three months ended September 30, 2021. This increase is due to the accretion and forgiveness of the remaining SBA PPP loans with higher fees.

The cost of deposits was 0.12% in the fourth quarter of 2021, which is down from 0.15% in the third quarter of 2021 and 0.33% in the fourth quarter of 2020. Rate reductions in the first and third quarters of 2021 combined with the continued maturity of higher yielding certificates of deposit drove this decrease.

Average cash and cash equivalents decreased from $347.2 million in the three months ended September 30, 2021 to $250.3 million in the three months ended December 31, 2021. The decrease reflects the Company’s strategy to reduce excess cash balances through increased commercial loan production.

Provision for Loan Losses

Asset quality metrics remained strong and trended positively in the fourth quarter. The allowance for loan losses totaled $21.2 million at December 31, 2021, compared with $20.0 million at September 30, 2021, due to continued commercial loan growth. Total classified loans decreased by $3.8 million, or 14%, to $23.1 million at December 31, 2021 from $26.9 million at September 30, 2021.

Net recoveries were $0.1 million for the three months ended December 31, 2021 compared to net recoveries of $0.2 million for the three months ended September 30, 2021. Nonperforming loans decreased by $2.6 million to $6.5 million at December 31, 2021 from $9.1 million at September 30, 2021 due to the payoff of one loan. Nonperforming loans were 0.33% of gross loans at December 31, 2021 and 0.47% of gross loans at September 30, 2021. The ratio of the allowance for loan losses to nonaccrual loans was 328% at December 31, 2021 compared to 219% at September 30, 2021. The allowance for loan losses to non-SBA guaranteed loans(1) remained steady at 1.2% at December 31, 2021 and September 30, 2021. Management believes the allowance for loan losses to be adequate based on current asset quality metrics.

Commercial loan growth drove provision expense of $1.1 million in the three months ended December 31, 2021. This compares to provision expense of $0.4 million and $0.3 million recorded in the three months ended September 30, 2021 and December 31, 2020, respectively. The provision for loan losses in the third quarter of 2021 included a COVID-19 reserve reversal of $1.0 million.

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

Noninterest Income

Noninterest income totaled $7.3 million in the three months ended December 31, 2021 compared with $7.7 million in the three months ended September 30, 2021 and $7.2 million in the three months ended December 31, 2020.

Investment securities gains decreased by $0.5 million in the fourth quarter of 2021. The decrease reflects gains on the sales of $72.8 million of asset-backed securities in the third quarter of 2021 compared to no such sales during the fourth quarter of 2021.

Total wealth management income was $2.9 million for both the three months ended December 31, 2021 and September 30, 2021 compared to $2.6 million in the fourth quarter of 2020. Assets under management have increased by $149.1 million to $1.9 billion at December 31, 2021 from $1.7 billion at December 31, 2020.

Mortgage banking income decreased by $0.1 million from the third quarter of 2021 to $1.2 million in the fourth quarter of 2021. There was a decrease of $0.3 million in the fair value of the residential mortgage loans held for sale and interest rate lock commitments due a reduced pipeline during the fourth quarter. Offsetting this was a reduction of $0.3 million in the mortgage servicing rights valuation allowance. Mortgage loans sold totaled $43.7 million in the fourth quarter of 2021 compared with $48.0 million in the third quarter of 2021 and $60.7 million in the fourth quarter of 2020. As of December 31, 2021, the Bank serviced $502.5 million of residential mortgage loans, which is up by $13.9 million from September 30, 2021. Mortgage banking income was $5.9 million for the year ended December 31, 2021 compared to $5.3 million for the year ended December 31, 2020.

Other income increased by $0.2 million to $1.0 million in the fourth quarter of 2021 compared to the third quarter of 2021. The fourth quarter included $0.3 million in gains from the sales of two properties, while the third quarter included $0.2 million in tax credits from the Bank's investment in solar renewable energy partnerships.

Noninterest Expenses

Noninterest expenses increased by $1.3 million to $20.3 million in the three months ended December 31, 2021 from the three months ended September 30, 2021.

Salaries and benefits increased by $0.6 million to $12.1 million for the three months ended December 31, 2021 from the three months ended September 30, 2021. The increase was primarily attributed to performance-based incentive compensation earned in the period of $0.5 million resulting from strong individual production, Company performance exceeding targets and other employee incentives, and a liability of $0.3 million recorded for the carryover of paid time off, which increases were partially offset by a decrease of $0.3 million in employee benefit costs.

For the three months ended December 31, 2021, professional services expense increased $0.1 million to $0.7 million from the three months ended September 30, 2021 due to legal and consulting services.

Taxes other than income increased by $0.4 million for the three months ended December 31, 2021 from the three months ended September 30, 2021 due to an increase in Pennsylvania Bank Shares Tax expense and decrease in tax credits associated with contributions to the Pennsylvania Educational Improvement Tax Credit Program.

Other operating expenses decreased by $0.1 million to $2.2 million for the three months ended December 31, 2021 from the three months ended September 30, 2021. During the third quarter of 2021, the Company recognized a $0.5 million loss from the termination of a cash flow hedge derivative. For the three months ended December 31, 2021, there was an increase in the unfunded commitment reserve of $0.2 million due to the increase in commercial construction lines compared to no reserve in the three months ended September 30, 2021.

Income Taxes

The Company's effective tax rate for the fourth quarter of 2021 was 21.1% compared with 18.9% for the third quarter of 2021. For the years ended December 31, 2021 and 2020, the effective tax rates were 19.6% and 18.6%, respectively. The Company's effective tax rate for the year ended December 31, 2021 and 2020 are less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies, as well as tax credits. The higher effective tax rate is consistent with higher levels of pre-tax income and the impact it had on our tax rate for the year.

Capital

Shareholders’ equity totaled $271.7 million at December 31, 2021, an increase of $3.1 million from $268.6 million at September 30, 2021. The increase was primarily attributable to net income, partially offset by dividends paid and a

decrease in unrealized gains on available-for-sale securities. Tangible book value per share(1) has grown from $19.93 per share at December 31, 2020 to $22.32 per share at December 31, 2021, an increase of 12.0%.

The Company's tangible common equity ratio increased to 8.8% at December 31, 2021 from 8.6% at September 30, 2021. The Company's Tier 1 leverage ratio was 8.5% at December 31, 2021 and 8.3% at September 30, 2021. The Company's total risk-based capital ratio was 15.0% at December 31, 2021 and 15.6% at September 30, 2021 as the Company has been deploying its cash into commercial lending.

The Board of Directors approved a quarterly dividend of $0.19 per share, payable February 8, 2022, to shareholders of record as of February 1, 2022. The dividend payout ratio totaled 31% for the three months ended December 31, 2021 compared to 29% for the three months ended September 30, 2021. The Company continues to believe that capital is adequate at this time to support the risks inherent in the balance sheet, as well as growth requirements.

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


Investor Relations Contact:			Media Contact:
Matthew C. Schultheis, CFA			Luke Bernstein
Director Strategic Planning and Investor Relations			Corporate Communications Officer
Phone (717) 510-7127			Phone (717) 510-7107


ORRSTOWN FINANCIAL SERVICES, INC.
FINANCIAL HIGHLIGHTS (Unaudited)


	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
(Dollars in thousands, except per share amounts)	2021			2020			2021			2020

Profitability for the period:
Net interest income	$	22,598		$	23,729		$	86,974		$	83,607
Provision for loan losses	1,100			300			1,090			5,325
Noninterest income	7,293			7,181			29,152			28,309
Noninterest expenses	20,290			18,080			74,141			74,080
Income before income taxes	8,501			12,530			40,895			32,511
Income tax expense	1,795			2,471			8,014			6,048
Net income available to common shareholders	$	6,706		$	10,059		$	32,881		$	26,463

Financial ratios:
Return on average assets (1)	0.93		%	1.47		%	1.14		%	1.00		%
Return on average equity (1)	9.93		%	17.01		%	12.54		%	11.66		%
Net interest margin (1)	3.35		%	3.73		%	3.25		%	3.44		%
Efficiency ratio	67.9		%	58.5		%	63.8		%	66.2		%
Income per common share:
Basic	$	0.61		$	0.92		$	3.00		$	2.42
Diluted	$	0.60		$	0.91		$	2.96		$	2.40

Average equity to average assets	9.34		%	8.65		%	9.06		%	8.58		%

(1) Annualized.


ORRSTOWN FINANCIAL SERVICES, INC.
FINANCIAL HIGHLIGHTS (Unaudited)
(continued)
	December 31,			December 31,
	2021			2020
At period-end:
Total assets	$	2,834,565		$	2,750,572
Total deposits	2,464,929			2,356,880
Loans, net of allowance for loan losses	1,958,806			1,959,539
Loans held-for-sale, at fair value	8,868			11,734
Securities available for sale	472,438			466,465
Borrowings	25,197			77,511
Subordinated notes	31,963			31,903
Shareholders' equity	271,656			246,249

Credit quality and capital ratios (1):
Allowance for loan losses to total loans	1.07		%	1.02		%
Total nonaccrual loans to total loans	0.33		%	0.52		%
Nonperforming assets to total assets	0.23		%	0.37		%
Allowance for loan losses to nonaccrual loans	328		%	195		%
Total risk-based capital:
Orrstown Financial Services, Inc.	15.0		%	15.6		%
Orrstown Bank	14.0		%	14.7		%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.	12.2		%	12.5		%
Orrstown Bank	12.9		%	13.5		%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.	12.2		%	12.5		%
Orrstown Bank	12.9		%	13.5		%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.	8.5		%	8.1		%
Orrstown Bank	8.9		%	8.7		%

Book value per common share	$	24.29		$	21.98


(1) Capital ratios are estimated, subject to regulatory filings


ORRSTOWN FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands, except per share amounts)	December 31, 2021		December 31, 2020
Assets
Cash and due from banks	$	21,217	$	26,203
Interest-bearing deposits with banks	187,493		99,055

Cash and cash equivalents	208,710		125,258
Restricted investments in bank stocks	7,252		10,563
Securities available for sale (amortized cost of $466,806 and $460,999 at December 31, 2021 and December 31, 2020, respectively)	472,438		466,465
Loans held for sale, at fair value	8,868		11,734
Loans	1,979,986		1,979,690
Less: Allowance for loan losses	(21,180)		(20,151)
Net loans	1,958,806		1,959,539
Premises and equipment, net	34,045		35,149
Cash surrender value of life insurance	70,217		68,554
Goodwill	18,724		18,724
Other intangible assets, net	4,183		5,458
Accrued interest receivable	8,234		8,927
Other assets	43,088		40,201
Total assets	$	2,834,565	$	2,750,572
Liabilities
Deposits:
Noninterest-bearing	$	553,238	$	456,778
Interest-bearing	1,911,691		1,900,102
Total deposits	2,464,929		2,356,880
Securities sold under agreements to repurchase	23,301		19,466
FHLB advances and other	1,896		58,045
Subordinated notes	31,963		31,903
Accrued interest and other liabilities	40,820		38,029
Total liabilities	2,562,909		2,504,323
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; 11,258,167 shares issued and 11,183,050 outstanding at December 31, 2021; 11,257,046 shares issued and 11,201,317 outstanding at December 31, 2020	586		586
Additional paid—in capital	189,689		189,066
Retained earnings	78,700		54,099
Accumulated other comprehensive income	4,449		3,346
Treasury stock— 75,117 and 55,729 shares, at cost at December 31, 2021 and December 31, 2020, respectively	(1,768)		(848)
Total shareholders’ equity	271,656		246,249
Total liabilities and shareholders’ equity	$	2,834,565	$	2,750,572


ORRSTOWN FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended				Twelve Months Ended
	December 31,		December 31,		December 31,		December 31,
(In thousands, except per share amounts)	2021		2020		2021		2020
Interest income
Loans	$	21,503	$	23,887	$	84,227	$	87,492
Investment securities - taxable	1,615		2,080		6,622		10,458
Investment securities - tax-exempt	703		445		2,493		1,566
Short-term investments	98		14		353		115
Total interest income	23,919		26,426		93,695		99,631
Interest expense
Deposits	789		1,862		4,199		12,009
Securities sold under agreements to repurchase	7		13		31		85
FHLB advances and other	23		320		482		1,924
Subordinated notes	502		502		2,009		2,006
Total interest expense	1,321		2,697		6,721		16,024
Net interest income	22,598		23,729		86,974		83,607
Provision for loan losses	1,100		300		1,090		5,325
Net interest income after provision for loan losses	21,498		23,429		85,884		78,282
Noninterest income
Service charges	960		999		3,718		3,557
Interchange income	1,080		916		4,129		3,423
Swap fee income	158		320		293		847
Wealth management income	2,897		2,615		11,467		9,733
Mortgage banking activities	1,225		1,348		5,909		5,274
Gains on sale of portfolio loans	—		—		—		2,803
Investment securities gains (losses)	3		28		638		(16)
Other income	970		955		2,998		2,688
Total noninterest income	7,293		7,181		29,152		28,309
Noninterest expenses
Salaries and employee benefits	12,095		10,998		44,002		43,350
Occupancy, furniture and equipment	2,554		2,467		9,846		9,516
Data processing, telephone, and communication	1,020		954		4,061		3,574
Advertising and bank promotions	744		507		2,178		1,660
FDIC insurance	246		195		816		686
Professional services	693		780		2,555		3,120
Taxes other than income	392		240		1,321		1,144
Intangible asset amortization	303		345		1,275		1,569
Merger related and branch consolidation expenses	—		—		—		1,310
Insurance claim recovery	—		—		—		(486)
Other operating expenses	2,243		1,594		8,087		8,637
Total noninterest expenses	20,290		18,080		74,141		74,080
Income before income tax expense	8,501		12,530		40,895		32,511
Income tax expense	1,795		2,471		8,014		6,048
Net income	$	6,706	$	10,059	$	32,881	$	26,463

Share information:
Basic earnings per share	$	0.61	$	0.92	$	3.00	$	2.42
Diluted earnings per share	$	0.60	$	0.91	$	2.96	$	2.40
Weighted average shares - basic	10,939		10,953		10,967		10,942
Weighted average shares - diluted	11,113		11,057		11,106		11,034


ORRSTOWN FINANCIAL SERVICES, INC.
ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
	Three Months Ended
	12/31/2021						9/30/2021						6/30/2021						3/31/2021						12/31/2020
			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
(Dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate
Assets
Federal funds sold & interest-bearing bank balances	$	250,336	$	98	0.16	%	$	347,242	$	135	0.15	%	$	290,039	$	81	0.11	%	$	145,595	$	39	0.11	%	$	48,019	$	14	0.12	%


Investment securities (1)	477,217		2,506		2.08		464,417		2,339		2.00		438,110		2,421		2.22		468,273		2,512		2.18		486,613		2,643		2.16


Loans (1)(2)(3)	1,975,014		21,559		4.33		1,919,926		19,945		4.12		2,014,600		21,375		4.26		2,033,219		21,574		4.30		2,015,749		23,960		4.73
Total interest-earning assets	2,702,567		24,163		3.55		2,731,585		22,419		3.26		2,742,749		23,877		3.49		2,647,087		24,125		3.70		2,550,381		26,617		4.15


Other assets	187,622						195,089						188,810						182,737						182,764

Total	$	2,890,189					$	2,926,674					$	2,931,559					$	2,829,824					$	2,733,145
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	1,430,845	273		0.08		$	1,411,243	286		0.08		$	1,394,384	292		0.08		$	1,334,219	438		0.13		$	1,283,024	655		0.20
Savings deposits	215,957		55		0.10		209,112		53		0.10		200,439		50		0.10		183,576		45		0.10		172,068		52		0.12
Time deposits	313,148		461		0.58		349,215		598		0.68		382,467		739		0.78		397,271		909		0.93		411,395		1,155		1.12
Total interest-bearing deposits	1,959,950		789		0.16		1,969,570		937		0.19		1,977,290		1,081		0.22		1,915,066		1,392		0.29		1,866,487		1,862		0.40
Securities sold under agreements to repurchase	24,069		7		0.12		23,578		8		0.13		22,417		8		0.14		21,452		9		0.17		20,055		13		0.26
FHLB advances and other	1,956		23		4.70		45,071		123		1.09		57,896		164		1.14		58,000		171		1.20		135,558		320		0.94
Subordinated notes	31,954		503		6.29		31,938		503		6.29		31,924		502		6.29		31,909		502		6.29		31,895		502		6.29
Total interest-bearing liabilities	2,017,929		1,322		0.26		2,070,157		1,571		0.30		2,089,527		1,755		0.34		2,026,427		2,074		0.42		2,053,995		2,697		0.52
Noninterest-bearing demand deposits	559,882						548,923						545,617						516,849						406,454
Other	42,380						38,409						37,561						36,244						36,216
Total Liabilities	2,620,191						2,657,489						2,672,705						2,579,520						2,496,665
Shareholders' Equity	269,998						269,185						258,854						250,304						236,480
Total	$	2,890,189					$	2,926,674					$	2,931,559					$	2,829,824					$	2,733,145
Taxable-equivalent net interest income / net interest spread			22,841		3.29	%			20,848		2.96	%			22,122		3.15	%			22,051		3.28	%			23,920		3.63	%
Taxable-equivalent net interest margin					3.35	%					3.03	%					3.24	%					3.38	%					3.73	%
Taxable-equivalent adjustment			(243)						(228)						(221)						(196)						(192)
Net interest income			$	22,598					$	20,620					$	21,901					$	21,855					$	23,728
Ratio of average interest-earning assets to average interest-bearing liabilities					134	%					132	%					131	%					131	%					124	%

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 balances include nonaccrual loans.

(3) Interest income on loans includes prepayment and late fees, where applicable


ORRSTOWN FINANCIAL SERVICES, INC.
ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)

	Twelve Months Ended
	December 31, 2021						December 31, 2020
			Taxable-		Taxable-				Taxable-		Taxable-
	Average		Equivalent		Equivalent		Average		Equivalent		Equivalent
(Dollars in thousands)	Balance		Interest		Rate		Balance		Interest		Rate
Assets
Federal funds sold & interest-bearing bank balances	$	258,834	$	353	0.14	%	$	32,519	$	115	0.35	%


Investment securities (1)	462,035		9,779		2.12		494,372		12,440		2.52


Loans (1)(2)(3)	1,985,350		84,453		4.25		1,928,486		87,900		4.56
Total interest-earning assets	2,706,219		94,585		3.50		2,455,377		100,455		4.09


Other assets	188,596						190,470

Total	$	2,894,815					$	2,645,847
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	1,392,996	1,287		0.09		$	1,156,292	4,755		0.41
Savings deposits	202,371		203		0.10		163,133		246		0.15
Time deposits	360,264		2,709		0.75		452,298		7,008		1.55
Total interest-bearing deposits	1,955,631		4,199		0.21		1,771,723		12,009		0.68
Securities sold under agreements to repurchase	22,888		32		0.14		18,064		86		0.48
FHLB advances and other	40,589		482		1.19		179,457		1,923		1.07
Subordinated notes	31,931		2,009		6.29		31,874		2,006		6.29
Total interest-bearing liabilities	2,051,039		6,722		0.33		2,001,118		16,024		0.80
Noninterest-bearing demand deposits	542,952						381,869
Other	38,665						35,960
Total Liabilities	2,632,656						2,418,947
Shareholders' Equity	262,159						226,900
Total	$	2,894,815					$	2,645,847
Taxable-equivalent net interest income / net interest spread			87,863		3.17	%			84,431		3.29	%
Taxable-equivalent net interest margin					3.25	%					3.44	%
Taxable-equivalent adjustment			(889)						(824)
Net interest income			$	86,974					$	83,607
Ratio of average interest-earning assets to average interest-bearing liabilities					132	%					123	%

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 balances include nonaccrual loans.
(3) Interest income on loans includes prepayment and late fees, where applicable


ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(In thousands, except per share amounts )	December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020
Profitability for the quarter:
Net interest income	$	22,598		$	20,620		$	21,901		$	21,855		$	23,729
Provision for loan losses	1,100			365			625			(1,000)			300
Noninterest income	7,293			7,651			6,664			7,544			7,181
Noninterest expenses	20,290			19,035			17,033			17,783			18,080
Income before income taxes	8,501			8,871			10,907			12,616			12,530
Income tax expense	1,795			1,679			2,131			2,409			2,471
Net income	$	6,706		$	7,192		$	8,776		$	10,207		$	10,059

Financial ratios:
Return on average assets (1)	0.93		%	0.98		%	1.20		%	1.44		%	1.47		%
Return on average equity (1)	9.93		%	10.69		%	13.56		%	16.31		%	17.01		%
Net interest margin (1)	3.35		%	3.03		%	3.24		%	3.38		%	3.73		%
Efficiency ratio	67.9		%	67.3		%	59.6		%	60.5		%	58.5		%


Per share information:
Income per common share:
Basic	$	0.61		$	0.66		$	0.80		$	0.93		$	0.92
Diluted	0.60			0.65			0.79			0.92			0.91
Book value	24.29			23.97			23.61			22.62			21.98
Tangible book value (2)	22.32			21.98			21.61			20.59			19.93
Cash dividends paid	0.19			0.19			0.18			0.18			0.17

Average basic shares	10,939			10,979			10,975			10,975			10,953
Average diluted shares	11,113			11,122			11,112			11,074			11,057
(1) Annualized.
(2) Non-GAAP based financial measure. Please refer to Appendix B - 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)
	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020
Noninterest income:
Service charges	$	960	$	993	$	880	$	885	$	999
Interchange income	1,080		1,030		1,064		955		916
Loan swap referral fees	158		67		15		53		320
Wealth management income	2,897		2,917		2,930		2,723		2,615
Mortgage banking activities	1,225		1,333		1,162		2,189		1,348
Other income	970		832		602		594		955
Investment securities gains	3		479		11		145		28
Total noninterest income	$	7,293	$	7,651	$	6,664	$	7,544	$	7,181

Noninterest expenses:
Salaries and employee benefits	$	12,095	$	11,498	$	10,212	$	10,197	$	10,998
Occupancy, furniture and equipment	2,554		2,374		2,400		2,518		2,467
Data processing, telephone, and communication	1,020		990		1,032		1,019		954
Advertising and bank promotions	744		735		274		425		507
FDIC insurance	246		218		158		194		195
Professional services	693		562		579		721		780
Taxes other than income	392		16		462		451		240
Intangible asset amortization	303		314		324		334		345


Other operating expenses	2,243		2,328		1,592		1,924		1,594
Total noninterest expenses	$	20,290	$	19,035	$	17,033	$	17,783	$	18,080


ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020
Balance Sheet at quarter end:
Cash and cash equivalents	$	208,710	$	311,415	$	336,762	$	326,245	$	125,258
Restricted investments in bank stocks	7,252		7,051		9,691		10,307		10,563
Securities available for sale	472,438		445,018		450,402		407,690		466,465
Loans held for sale, at fair value	8,868		6,412		8,092		11,449		11,734

Loans:
Commercial real estate:
Owner occupied	238,668		196,585		191,595		177,934		174,908
Non-owner occupied	551,783		509,703		471,541		415,219		409,567
Multi-family	93,255		112,002		112,420		111,757		113,635
Non-owner occupied residential	106,112		100,088		99,631		101,381		114,505
Commercial and industrial (1)	485,728		540,205		599,123		750,831		647,368
Acquisition and development:
1-4 family residential construction	12,279		12,246		9,686		12,138		9,486
Commercial and land development	93,925		71,784		55,330		45,229		51,826
Municipal	14,989		13,631		14,452		19,238		20,523
Total commercial loans	1,596,739		1,556,244		1,553,778		1,633,727		1,541,818
Residential mortgage:
First lien	198,831		203,360		211,918		225,247		244,321
Home equity – term	6,081		7,079		8,321		9,183		10,169
Home equity – lines of credit	160,705		154,004		149,601		153,169		157,021
Installment and other loans	17,630		19,077		21,765		23,695		26,361
Total loans	1,979,986		1,939,764		1,945,383		2,045,021		1,979,690
Allowance for loan losses	(21,180)		(19,965)		(19,381)		(18,967)		(20,151)
Net loans held-for-investment	1,958,806		1,919,799		1,926,002		2,026,054		1,959,539
Goodwill	18,724		18,724		18,724		18,724		18,724
Other intangible assets, net	4,183		4,486		4,800		5,124		5,458
Total assets	2,834,565		2,870,182		2,912,717		2,963,534		2,750,572
Total deposits	2,464,929		2,502,108		2,494,100		2,547,089		2,356,880
Borrowings	25,197		29,598		80,709		80,736		77,511
Subordinated notes	31,963		31,948		31,932		31,918		31,903
Total shareholders' equity	271,656		268,569		265,938		254,448		246,249

(1) This balance includes $189.9 million, $259.9 million, $355.6 million, $504.3 million and $403.3 million of SBA PPP loans, net of deferred fees and costs, at December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, respectively.


ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
	December 31, 2021			September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020
Capital and credit quality measures (1):
Total risk-based capital:
Orrstown Financial Services, Inc	15.0		%	15.6		%	15.6		%	16.2		%	15.6		%
Orrstown Bank	14.0		%	14.7		%	14.6		%	15.3		%	14.7		%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc	12.2		%	12.8		%	12.7		%	13.2		%	12.5		%
Orrstown Bank	12.9		%	13.5		%	13.5		%	14.1		%	13.5		%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc	12.2		%	12.8		%	12.7		%	13.2		%	12.5		%
Orrstown Bank	12.9		%	13.5		%	13.5		%	14.1		%	13.5		%
Tier 1 leverage capital:
Orrstown Financial Services, Inc	8.5		%	8.3		%	8.0		%	8.1		%	8.1		%
Orrstown Bank	8.9		%	8.7		%	8.5		%	8.6		%	8.7		%

Average equity to average assets	9.34		%	9.20		%	8.83		%	8.85		%	8.65		%
Allowance for loan losses to total loans	1.07		%	1.03		%	1.00		%	0.93		%	1.02		%
Total nonaccrual loans to total loans	0.33		%	0.47		%	0.51		%	0.48		%	0.52		%
Nonperforming assets to total assets	0.23		%	0.32		%	0.34		%	0.33		%	0.37		%
Allowance for loan losses to nonaccrual loans	328		%	219		%	195		%	192		%	195		%

Other information:
Net (recoveries) charge-offs	$	(115)		$	(219)		$	211		$	184		$	(126)
Classified loans	23,050			26,910			28,731			32,408			33,147

Nonperforming and other risk assets:
Nonaccrual loans	6,449			9,116			9,941			9,895			10,310
Other real estate owned	—			—			—			—			—
Total nonperforming assets	6,449			9,116			9,941			9,895			10,310
Restructured loans still accruing	804			839			852			921			934
Loans past due 90 days or more and still accruing (2)	1,201			362			212			196			554
Total nonperforming and other risk assets	$	8,454		$	10,317		$	11,005		$	11,012		$	11,798
(1) Capital ratios are estimated, subject to regulatory filings.
(2) Includes $0.3 million, $0.4 million, $0.2 million, $0.2 million and $0.5 million of purchased credit impaired loans at December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021, and December 31, 2020, respectively. As of December 31, 2021, there was one loan for $0.9 million, which was in the process of collection and guaranteed by the SBA.

Appendix A- Supplemental Reporting of Unusual Items

The following table presents unusual items that impacted each period shown. These items are presented to enable investors to better understand the magnitude of certain significant items on reported GAAP results in the context of the Company's growth and acquisition activities.


	Three Months Ended										Year To Date
	12/31/2021		9/30/2021		6/30/2021		3/31/2021		12/31/2020		12/31/2021		12/31/2020
(In thousands)
Pretax Items

Branch consolidation expenses	$	—	$	—	$	—	$	—	$	—	$	—	$	1,310
Gains (losses) on sale of properties	327		—		—		—		13		327		(170)
Net securities gains (losses)	3		479		11		145		28		638		(16)

(Loss) gain on swap termination	—		(514)		—		—		226		(514)		226
Earnings on life insurance proceeds	—		—		—		—		58		—		58

Gains on sale of portfolio loans	—		—		—		—		—		—		2,803
Accretion - recoveries on purchased credit impaired loans	34		15		23		256		779		328		2,304
Solar partnership credit income	—		230		—		—		264		230		264
Insurance claim receivable recovery	—		—		—		—		—		—		486

Appendix B- 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 totaling $22.9 million and $24.2 million at December 31, 2021 and December 31, 2020, respectively. Additionally, the Company incurred approximately $1.3 million in charges associated with branch consolidation efforts during the year ended December 31, 2020.

Management believes providing certain “non-GAAP” financial information will assist investors in their understanding of the effect of acquisition activity on reported results, particularly to overcome comparability issues related to the influence of intangibles (principally goodwill) created in acquisitions. Management also believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results of non-recurring charges associated with increasing operational efficiencies for the long-term, and provide investors with clarity on its allowance for loan losses to total loans ratio. The Company believes that excluding SBA PPP loans, due to its credit enhancement, from loans held for investment is useful to investors due to the size and effect on the total and ratio.

Tangible book value per common share and allowance to non-SBA guaranteed loans, 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 in thousands, except per share information)


Tangible Book Value per Common Share	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020
Shareholders' equity	$	271,656	$	268,569	$	265,938	$	254,448	$	246,249
Less: Goodwill	18,724		18,724		18,724		18,724		18,724
Other intangible assets	4,183		4,486		4,800		5,124		5,458
Related tax effect	(878)		(942)		(1,008)		(1,076)		(1,146)
Tangible common equity (non-GAAP)	$	249,627	$	246,301	$	243,422	$	231,676	$	223,213

Common shares outstanding	11,183		11,205		11,263		11,251		11,201

Book value per share (most directly comparable GAAP based measure)	$	24.29	$	23.97	$	23.61	$	22.62	$	21.98
Intangible assets per share	1.97		1.99		2.00		2.03		2.05
Tangible book value per share (non-GAAP)	$	22.32	$	21.98	$	21.61	$	20.59	$	19.93


Allowance to Non-SBA Guaranteed Loans:

	December 31, 2021			September 30, 2021
Allowance for loan losses	$	21,180		$	19,965
Gross loans	1,979,986			1,939,764
less: SBA guaranteed loans	(195,585)			(261,138)
Non-SBA guaranteed loans	$	1,784,401		$	1,678,626

Allowance to non-SBA guaranteed loans	1.2		%	1.2		%

Appendix C- Investment Portfolio Concentrations

The following table summarizes the credit ratings and collateral associated with the Company's investment portfolio, excluding equity securities, at December 31, 2021:

(dollars in thousands)


Sector	Portfolio Mix		Amortized Book		Fair Value		Credit Enhancement		AAA		AA		A		BBB		NR		Collateral Type
Unsecured ABS	2	%	$	7,458	$	7,489	33	%	—	%	—	%	—	%	—	%	100	%	Unsecured Consumer Debt
Student Loan ABS	2		8,785		8,762		26		—		—		—		—		100		Seasoned Student Loans
Federal Family Education Loan ABS	21		99,631		99,702		6		85		15		—		—		—		Federal Family Education Loan (1)
PACE Loan ABS	1		3,591		3,636		6		100		—		—		—		—		PACE Loans

Non-Agency RMBS	5		25,639		24,661		31		45		—		—		—		55		Reverse Mortgages (2)
Municipal - General Obligation	20		92,895		97,696				7		86		7		—		—
Municipal - Revenue	20		92,542		95,674				—		73		16		—		11
SBA ReRemic	2		8,092		8,068				—		100		—		—		—		SBA Guarantee (3)
Agency MBS	23		107,690		106,649				—		100		—		—		—		Residential Mortgages (3)
U.S. Treasury securities	4		20,084		19,702				—		100		—		—		—
Bank CDs	—		249		249				—		—		—		—		100		FDIC Insured CD
	100	%	$	466,656	$	472,288			23	%	64	%	4	%	—	%	9	%

(1) Minimum of 97% guaranteed by U.S. government
(2) Reverse mortgages fund over time and credit enhancement is estimated based on prior experience
(3) 100% guaranteed by U.S. government agencies

Note : Ratings in table are the lowest of the three rating agencies (Standard & Poor's, Moody's & Fitch). Standard & Poor's rates U.S. government obligations at AA+
Note: S&P rates US government obligations at AA+

About the Company

With $2.8 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. 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 and projections about 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 be able to continue to successfully execute on its strategic growth plan into Dauphin, Lancaster, York and Berks counties, Pennsylvania, and the greater Baltimore market in Maryland, with newer markets continuing to be receptive to our community banking model; take advantage of market disruption; experience sustained growth in loans and deposits or maintain the momentum experienced to date from these actions. In addition to risks and uncertainties related to the COVID-19 pandemic (including those related to variants, such as the omicron and delta variants) and resulting governmental and societal responses, 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; expenses associated with pending litigation and legal proceedings; the failure of the SBA to honor its guarantee of loans issued under the SBA PPP; the timing of the repayment of SBA PPP loans and the impact it has on fee recognition; our ability to convert new relationships gained through the SBA PPP efforts to full banking relationships; and other risks and uncertainties, including those set forth under the heading "Risk Factors" in the Company's 2020 Annual Report on Form 10-K and subsequent filings 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 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.

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