Orrstown Financial Services, Inc. (ORRF)
NASDAQ: ORRF · Real-Time Price · USD
37.41
+0.24 (0.65%)
Apr 28, 2026, 10:57 AM EDT - Market open
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ASM 2024

Apr 30, 2024

Joel Zullinger
Chairman of the Board, Orrstown Financial Services

Welcome to the 2024 Annual Meeting of Shareholders of Orrstown Financial Services, Inc. I'm Joel Zullinger, Chairman of the board, and I will act as Chairman of the meeting. I would like to call your attention to the important disclosures regarding forward-looking statements that may be made during today's presentation. I would also call your attention to the disclosure relative to non-GAAP measures cited in today's presentation. Shareholders who are attending via webcast may submit questions during the meeting by clicking the Q&A button to open the question panel, typing your question into the field titled Submit a Question, and clicking Submit. Shareholders also had the opportunity to pose questions before the meeting via email. Questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered together.

Please note that this meeting does not relate to the company's proposed merger of equals with Codorus Valley Bancorp, Inc. Early this morning, we filed with the SEC a joint proxy statement prospectus for the special meeting of shareholders for the merger, which will be held on May 30, 2024. The joint proxy statement prospectus is being mailed to shareholders of record as of April 18, 2024, beginning today. Information about the merger can be found in this document. We will not discuss the proposed merger at this meeting and will not take questions regarding the merger during the question-and-answer period. With me today is Bob Corradi, Secretary of the company, who will act as secretary of the meeting.

I would also like to introduce the other gentleman who will be presenting today, Tom Quinn, President and CEO of Orrstown Financial Services and Orrstown Bank, and Neil Kalani, Chief Financial Officer. I also welcome our directors present in person or remotely today, Cindy Joiner, Mark Keller, Tom Longenecker, Meera Modi, Andrea Pugh, Mike Rice, Eric Segal, Glenn Snoke, Floyd Stoner, and of course, Tom Quinn. Other distinguished guests attending include Matthew Dyckman, the company's General Counsel, Casara Kieffer , the company's Treasurer, and Jim Oleff of Crowe LLP, the company's independent auditor. And most of all, I'd like to welcome you, our loyal shareholders. The only persons entitled to vote at this meeting are shareholders of record as of the close of business on March 1st , 2024 , the voting record date.

In accordance with Pennsylvania law, the company has prepared a complete alphabetical list of shareholders entitled to vote at the meeting, with their addresses and number of shares held on the record date. We have previously received an affidavit that the notice of annual meeting of shareholders and a form of proxy were mailed on or about March 22nd, 2024, to each shareholder of record as of the close of business on the voting record date. This affidavit will be attached as an exhibit to the minutes of this meeting. The board of directors has previously appointed Matthew Dyckman to act as judge of election at this meeting. The judge has taken an oath to fairly and impartially perform his duties, which oath will be filed as an exhibit to the minutes of the meeting.

We have previously delivered to the judge the certified list of shareholders and all proxies which have been received. Our records show that there were outstanding on the record date and entitled to notice of and to vote at this annual meeting, 10,701,342 shares of common stock. Our records further show that more than a majority of such shares are present at this meeting, in person or by proxy. The judge is making an exact count and will submit a formal report on the number of shares represented during the course of the meeting. Based on our preliminary count, a quorum is declared present, subject to the confirmation of that fact by the judge in his report. We have made available electronically the rules of conduct for the meeting.

If you would like to discuss an issue not on the agenda, I encourage you to contact any officer or director of the company after the meeting. In order to save time at this meeting, we propose to arrange the proceedings so that the questions will not be answered and the vote will not be taken until all items have been moved and seconded. If you have previously voted by proxy, you do not need to vote again today. Online voting will remain open until the polls have been closed. The first item of business is to be acted upon by shareholders in the meeting, is the election of three directors.

In accordance with the bylaws, Thomas D. Longenecker, Andrea L. Pugh, and Floyd E. Stoner have each been nominated by the board of directors to serve for a three-year term and until their respective successors have been elected and qualified. I therefore declare the board slate to be in nomination. The company's bylaws require that a shareholder provide advance notice to the company of a shareholder's intent to nominate candidates for director. No timely notice of any other nominations having been received, I declare the nominations to be closed. The next item of business on the agenda is the approval of a non-binding advisory vote regarding compensation paid to our named executive officers, commonly referred to as Say on Pay. The chair will entertain a motion to vote on the approval of the advisory vote proposal regarding executive compensation. As Joiner moves, Mr. Keller seconds.

We move on to the next item of business on the agenda, and that is the ratification of the audit committee's selection of Crowe LLP as the company's independent registered public accounting firm for the fiscal years 2024. The chair will entertain a motion that Crowe LLP be ratified as the company's independent registered public accounting firm for the 2024 fiscal year. Ms. Pugh moves, Mr. Rice seconds. At this time, we will take questions relating to proposals one, two, and three. If you have a question you haven't already submitted electronically, please do so now.

Matthew Dyckman
EVP of General Counsel, Orrstown Financial Services

Mr. Chairman, there are no questions at this time.

Joel Zullinger
Chairman of the Board, Orrstown Financial Services

Thank you, Mr. Dyckman. The vote will now be taken on all proposals. Remember, if you have previously voted by proxy, you do not need to vote again now. If you would like to cast your vote now, you may do so electronically. I will now pause the proceedings briefly to provide an opportunity for anyone who would like to cast their vote now. I now declare the polls closed. While the judge is counting the votes, Tom Quinn, our President and Chief Executive Officer, and Neil Kalani, our Chief Financial Officer, will report on the results of the company. After their presentations, we will entertain questions from shareholders. Mr. Quinn?

Tom Quinn
President and CEO, Orrstown Financial Services

Thanks, Joel, and really appreciate the support from the board of directors. If you really go back to March 2023 and what a challenging banking environment it was.

Operator

The meeting will go on air at the scheduled time on the meeting webpage.

Tom Quinn
President and CEO, Orrstown Financial Services

Thank you, Joel, and appreciate the feedback. I'd like to thank the very experienced management team for the success. As we look back on 2023 and the failure of a few banks, their contribution was immeasurable in helping us achieve record earnings performance. Neil Kalani, our Chief Financial Officer, Adam Bonanno, Chief Operations and Technology Officer, Dave Chajkowski, our Chief Credit Officer, Matthew Dyckman, General Counsel, Philip Fague, Trust and Wealth Management, Jeff Gayman, Retail and Mortgage Banking, Chris Holt, our Market President for the Maryland market, Dave Hornberger, our Eastern Pennsylvania and Lancaster Market President, Zack Khuri, our Legacy Market President, Heather Knisely , Chief Human Resources Officer, and Adam Metz, our Chief Revenue Officer, all contributed greatly to a very successful year in 2023.

The company itself is progressed to $3.1 billion in assets, $2.3 billion in loans, $2.6 billion in deposits, had a very strong net interest margin last year at 3.80, while the banking industry was under pressure, which resulted in a return on average assets of 1.22, return on average equity at 15.06. Our efficiency ratio was 63.4%, and our fee income contributed about 19.6% of our quarterly earnings. We were founded in 1919. Again, we continue to have established track record for profitable growth. We have about 425 employees, very strong performance for the year. On page 11, you can see the geographic focus and diversity of the bank.

We have a strong market in our legacy, Harrisburg, down to the Maryland border, in Chambersburg, the Lancaster, Lebanon, Eastern Pennsylvania market, and then the Maryland market, as well. On page 12, kind of highlights the track record of profitable growth that we've had, over the last many years. We've cited many of the successes in 2023, but proud to say that we ended the year with ROA of 1.22%. On page 13, clearly, net income of $35.7 million and diluted EPS of $3.42, highlighted our best year ever. We had prudent loan growth in a very challenging interest rate environment. We continue to maintain strong asset management quality. We retained and grew deposits despite many of the headwinds in the industry.

We successfully managed margin with rapidly rising interest rates. We continued to control expenses, and we did enter into an agreement to merge with Codorus Valley. On page 14, you can see our dividend trend, 35 consecutive quarters of dividends since 2015. The dividend has increased 10x over the last 35 quarters, a 186% increase. Annual growth rate of the dividend since 2015 is 17.5%. With that, I'll turn that over to Neil Kalani, our CFO. Neil?

Neil Kalani
CFO, Orrstown Financial Services

Thank you, Tom, and good morning, everyone. I'll begin by updating you on our long-term growth plan on slide 16. Our first two phases of growth focused on small acquisitions, organic loan growth, branch rationalization, technology improvements, and expense management. The successful completion of these phases has led us to the pending merger of equals with Codorus Valley Bancorp, which creates further scale and expansion opportunities in phase three. Our goal is for this to lead us to exceeding peer profitability metrics over time while maintaining our credit standards. Moving to slide 17, our loans grew by almost 8% in 2023, most of which was through commercial production. However, we also experienced 9% consumer loan growth during the year. Deposits grew by $83 million in a challenging environment, which included several interest rate increases and significant deposit competition.

At December 31, 2023, our loan-to-deposit ratio was a solid 90%, and 84% of our deposit base was core deposits. From a credit standpoint, our allowance for credit losses to total loans was 1.25%, an increase from 1.17% at December 31, 2022. We experienced minimal net charge-offs similar to prior years. Slide 18 summarizes our 2023 profitability. After adjusting for the impact of merger-related expenses, we had net income of $36.6 million, or diluted EPS of $3.51. 2023 earnings were driven primarily by an increase in net interest income of $5.3 million from the prior year. This was highlighted by our net interest margin of 3.8%, which was only a decline of 1 basis point from the prior year at near peer highs.

The strength of our relationship-driven business model has helped us retain our client relationships, both during and after the banking unrest in March. In regard to the other key financial ratios, adjusted for the merger-related expenses, the efficiency ratio was 63%, return on average assets was 1.22, and return on average equity was 15.06%, all signifying a successful 2023. Our regulatory capital ratios continue to build and are above those required to be considered well-capitalized by our regulators. Slide 19 notes our five-year profitability trends. Our normalized net income has experienced a 19% annualized growth rate over that period. Earnings per share has almost doubled from $1.18- $3.51. Our return on average assets and equity have also experienced strong growth, as well as the net interest margin. Slide 20 displays our loan growth.

Most notably, we've organically grown our loan balances by $654 million, or 40%, since the end of 2019 after our previous acquisition. The long-term growth strategy, leveraging our talented sales team, has been successful for us, and our credit culture remains strong. On slide 21, you can see our deposit growth over time. Total deposits have increased by $683 million, or 36%, since the end of 2019. Even through the current hot money cycle, we've continued our success in generating deposits with a core, strong core base and maintaining control of our deposit costs. Moving to slide 22, fee income remains a strong source of earnings for us at almost 20% of total operating revenue.

Despite a decline in activity due to a difficult mortgage banking and stock market environment, the team still had good production, particularly the wealth management team, which generated $11.3 million of fee income in 2023. Finally, slide 23 highlights our efficiency initiatives over time. We've further optimized our branch network with one location sold in 2023. Orrstown's average deposits per branch have now grown to $122 million.

As a result of continued branch optimization, technology enhancements, and process improvements, our efficiency ratio declined to 63% from 79% back in 2019. So in summary, Orrstown continued its upward growth and earnings trajectory in 2023 in one of the more challenging periods the banking industry has faced. We believe we're in a very good position to continue to build upon our success into 2024 and forward. Thank you, and we'll go back to Tom.

Tom Quinn
President and CEO, Orrstown Financial Services

Thank you, Neil, and thank you, shareholders, for your support during 2023. It was a challenging year and, under very challenging circumstances, I think the team did excellently. As we focus on 2024, our priorities will clearly be to integrate the merger with Codorus Valley. We believe in our relationship banking model. It has helped us through the downturn in COVID, COVID experience with PPP. It helped us again, when we reached out to our clients as banks failed in March of 2023 and beyond. We will continue to manage our margin effectively and have a very disciplined pricing strategy as we move forward. We maintain credit quality levels, clearly, you've seen that, in the first quarter of 2024.

We'll focus on deposit retention and growth, fee income opportunities where they are available. We will manage our expense judiciously, and then continue to focus on capital management as we move forward. Thank you very much. I'll turn it back over to Joel. Joel?

Joel Zullinger
Chairman of the Board, Orrstown Financial Services

Thank you, Tom and Neil. We will now respond to any questions submitted by shareholders. Again, we are not able to take questions regarding the company's proposed merger or merger of equals with Codorus Valley Bancorp at this time.

Matthew Dyckman
EVP of General Counsel, Orrstown Financial Services

Mr. Chairman, there are no questions.

Joel Zullinger
Chairman of the Board, Orrstown Financial Services

Thank you, Mr. Dyckman. I am pleased to report that the Judge of Elections has completed his count and will now read his report. Mr. Dyckman?

Matthew Dyckman
EVP of General Counsel, Orrstown Financial Services

Thank you, Mr. Chairman. As the duly appointed Judge of Election, I have examined the proxies submitted and hereby confirm that they are represented at this meeting by valid and legal proxies, at least 8,192,947 shares of common stock of Orrstown Financial Services, Inc. This represents 76.56% of the total voting shares issued and outstanding as of the record date. This includes proxies for any shareholders, shareholders who have voted at this meeting. I hereby certify that I have counted the votes cast for the election of the three directors to Class C to serve a three-year term, and that the three nominees have received the highest number of votes cast.

I have counted the votes cast in connection with the approval of the nonbinding advisory vote on the compensation of the company's named executive officers, commonly referred to as Say on Pay, and a majority of the votes cast have been cast in favor of the approval of this proposal. I have counted the votes cast in connection with the ratification of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, and a majority of the votes cast have been cast in favor of their ratification.

Joel Zullinger
Chairman of the Board, Orrstown Financial Services

Thank you very much. The report of the judge confirms that a quorum is present at this meeting for all purposes. The report also shows that each nominee has been duly elected as a director of the company for a three-year term, and that all other proposals have been approved. The report of the judge is accepted and approved and will be attached to the minutes of the meeting. There being no further business, a motion to adjourn is in order. Mr. Snoke moves, Mr. Stoner seconds. Those in favor signify by saying aye. Those opposed say no. The motion is carried and the annual meeting is adjourned. Thank you for participating in this year's annual meeting.

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