Good morning. My name is Julieann, and I will be your conference operator today. At this time, I would like to welcome everyone to the Orrstown Financial Services Inc., First Quarter 2025 Earnings Conference Call. [Operator Instructions] I will now turn the call over to Tom Quinn, President and Chief Executive Officer of Orrstown Financial Services, Inc. and Orrstown Bank, who will begin the conference. Mr. Quinn, you may go ahead.

Thank you, Julianne and good morning. I would like to thank everyone for participating in Orrstown First Quarter 2025 earnings conference call both by telephone and through the webcast. If you have not read the earnings release, we issued yesterday afternoon, you may access it along with the financial tables and schedules by going to our website, www.orrstown.com. Once there, you can click on the Investor Relations link and then on the Events and Presentation link. Also, before we start, I would like to mention that today's presentation may contain forward-looking information. Cautionary statements about this information are included in the earnings release, the investor presentation and our SEC filings. The presentation also includes non-GAAP financial measures as identified in the earnings release and the investor presentation. The appropriate reconciliations to GAAP are included in the appendices. Joining me on the call this morning, Orrstown's Senior Executive Vice President and Chief Operating Officer, Adam Metz; as well as Executive Vice President and Chief Financial Officer, Neel Kalani. Our Chief Risk Officer, Bob Coradi; and our Chief Credit Officer, David Chajkowski will also participate on the call today. Before we discuss the financial results of the quarter, I wanted to bring everyone up to speed on some of the important events that took place at Orrstown during the first quarter. First, we put the finishing touches on our core conversion. With the integration behind us, we are excited about returning our focus to growing the company, enhancing the shareholder value and building the premier community bank franchise in our Pennsylvania and Maryland markets. Second, we continue to invest in the future of the larger organization by making several additions and changes to our leadership team. In January, we added Chris Orr and Ben Colvard to our Executive Team as Chief Information Officer and Chief Operations Officer respectively. Together, Chris and Ben have over 40 years of banking experience. Their combined experience will play a vital role in scaling our technological and operational capabilities and shaping our future success. In February, we added Barbara Brobst to our Board of Directors. Barb's 40 years of banking experience, expertise in wealth management and human capital management, and extensive knowledge of our markets makes her a valuable resource for both our Board and management team. Also, in February we announced that Adam Metz has been promoted to Senior Executive Vice President and Chief Operating Officer of the Company with the intent for him to succeed me as President and Chief Executive Officer of the Company and Bank upon my retirement in May of 2026. I would like to now turn the call over to Adam Metz for a discussion on market trends. Adam?

Thank you, Tom, and good morning, everyone. Before we discuss our quarterly results, it is important to discuss the changing economic environment and the steps we've taken to position the bank to be successful in any scenario. Shortly before our year-end earnings announcement, the Presidential Administration came to power and immediately began to take aggressive action to change the economy through the creation of DOGE, the threat, implementation and then partial delay of tariffs and other measures. These actions introduced market volatility and uncertainty into the national economy. Thankfully, we had previously begun to take steps designed to protect credit quality and position the bank for success in any economic scenario. These steps included proactively managing our CRE portfolio to reduce concentration and we've been very successful in that initiative that we started almost a year ago. Stress tested the C&I portfolio for the potential impact of tariffs and Bob and Dave can speak more about that later. Reviewed our TM platform for clients, sending foreign wires and proactively discussing strategies with them. And we reevaluated lending relationships above $2 million one-by-one and adjusted risk ratings appropriately targeting some of them with exit plans. While these steps resulted in higher-than-expected loan payoffs during the first quarter, we are confident that we have positioned us well for future loan growth. With that said, we are not immune to the changing economic environment, and it is possible that borrowers may take a wait and see approach on expansion plans and capital needs. Despite the economic uncertainty, we are seeing positive momentum in our loan pipelines, up over 40% since year-end. Over the past year our teams have been laser focused on executing a successful merger and integration. With that milestone now behind us, we have devoted our full resources and times towards our clients, working closely with them as trusted hands-on financial advisors. The strength of our pipelines reflect that renewed energy. As for tariffs, we are active in daily conversations with our clients helping them navigate the evolving landscape and plan accordingly. While tariffs have introduced an added layer of uncertainty, our loan portfolio has been thoroughly stress tested and remains sound. Importantly, the underlying economic conditions across the communities we serve continue to demonstrate resilience. Overall, we believe that the work we have done since the merger to protect credit quality, enhanced liquidity and build capital has presented us with significant strategic flexibility going forward. Tom and Neel will be talking more about these opportunities in a moment. I would now like to turn the call back over to Tom Quinn for an overview of our quarterly results. Tom?

Thank you, Adam. Our financial highlights for the quarter are summarized on Slide 3 of our deck. While operating results continue to be impacted by merger related expenses, core earnings were solid. Excluding certain merger and other non-recurring charges, return on average assets was 1.45% and return on average equity was 14.97% for the three months ended March 31, 2025, compared to 1.19% and 13.79% respectively for the three months ended December 31, 2024. We do not believe that merger related expenses will be significant going forward and expect operating results to normalize beginning in the second quarter. We also expect approximately $1 million first quarter non-interest expenses to be out of our expense run rate by the end of the second quarter. We have been focused on completing a system conversion and reinvesting in technology and available strong talent in anticipation of future growth. But as adjusted ROE indicates, we are -- we have restarted our earnings engine and expect stronger earnings engine and expect stronger results going forward. Net interest margin remains strong. NIM was 4% for the first quarter of 2025 compared to 4.05% in the fourth quarter of 2024. We believe that we are managing funding costs well. Funding costs do continue to decline. The cost of deposits declined 15 basis points from the fourth quarter of '24 to the first quarter of '25. Our strong liquidity positions us well to fund asset growth and maintain NIM going forward. Loans did decrease 1.4% quarter-to-quarter primarily due to conscientious decisions to manage risk. As Adam discussed, much of the pay-off activity was due to strategic actions to reduce risk in the portfolio. We continue to expect loan growth in the mid-single digits. Our team is exceptionally talented, the pipeline is very strong, and lending opportunities are still…

Thanks, Tom. Good morning, everyone. A significant amount of our focus for the last few quarters has been on the balance sheet. So I'm going to start there and cover loans on Slide 4. Total loans are at $3.9 billion with an average yield of 6.6%. Loans have declined $55 million from December 31, '24. $50 million of that was commercial loans. While in prior quarters loan sales were completed to remove some risk for the balance sheet, payoffs are what drove the reduction in first quarter of '25. Payoff activity and normal amortization outpaced $116 million of commercial loan production. Most of the payoffs were for loans which didn't fit the long-term credit profile of the bank. There were CRE loans within these payoffs that didn't fully align based on credit risk. This along with prior quarter actions significantly reduced our CRE concentration level. We're now well positioned to deploy capital and excess liquidity towards prudent loan production. Moving to Slide 5, you can see that deposits have remained stable around $4.6 billion since the merger and the cost is at 2.14%. The sales team has done an excellent job retaining the acquired deposits from the Codorus acquisition. For the first quarter of 2025, deposits grew by -- about $11 million. One of the bigger challenges for us and really every other bank out there in this rate cycle has been retaining or replacing promotional deposits as they mature. While we saw a decrease of $48 million in CDs and $37 million in money markets in the first quarter, we also experienced strong growth of about $95 million as demand deposits balances. At March 31 '25 non-interest bearing deposits represented 20% of total deposits. So we continue to see some, some improvement there. With the shift from higher yielding…

Thanks, Neel. Yes, I just go through these, you can see them listed on this deck. But number one here is the recruit talent throughout our footprint and I would say that as we promote or hire people in a management position, we always challenge them that they have to be able to recruit talent. And Tom talked a little bit about those key hires on the executive level. But there has also been additional bodies added from the sales team, additional RMs, some credit enhancement, data people and operational enhancements and we'll continue to look at that. Second one here is Maximize Automation. Part of the platforms we picked through the merger was geared towards this and we feel very optimistic about our ability to further automate and drive efficiencies through those platforms. Number three here, return focus on loan and deposit growth. As I said earlier, our pipelines are up over 40% since year end and we'll remain focused on that. Deploy excess liquidity to drive prudent growth at 84% loan to deposit ratio, we feel very good about the position we're at. Number five, evaluate expansion and acquisition opportunities. That'll be both organically and potentially acquisitions. We've had a number of opportunities and we'll continue to look at those in conjunction with our organic growth, but we'll be smart about those and prudent as we've proven in the past. Number six here, continue to build capital. As Neel just said, we're ahead of where we initially planned. And so, we feel really good about the position we're at. And the last point here is everyone here in this company is aligned to maximizing shareholder value. It is a part of our mission statement, and we'll continue to focus on that. At this time. We would like to open the call to questions. Before we get started Julianne, will briefly review the instructions with you.

[Operator Instructions] Our first question will come from David Long from Raymond James. Please go ahead. Your line is open.

Good morning, everyone.

Morning.

Morning, David.

You know, as a growth-oriented bank, I just wanted to hear from you guys maybe what you guys are hearing from your commercial customers in a little bit more detail and -- there's obviously some headwinds out there and more businesses seem to be sitting on their hands. And then how does that play into your outlook for mid-single-digit loan growth this year?

Yes, we're having daily conversations with our clients and as I said, the pipeline has grown significantly in the last three months. And so, you know, we feel good about where we're at. But yes, certainly there is some uncertainty out there, but right now our, our economy continues to be pretty sound in the, in the markets that we cover and we feel good about where we're positioned. But to your point, we're having those daily conversations and some of the news yesterday was positive. So we feel good about where we're at.

Got it. Thank you. And then just the second thing I want to ask about was on the credit side, nonaccrual balances, classified balances, decline. You also had some CRE runoff. But on the flip side, the economic outlook has worsened, and you know, using CECL, there's certain inputs that I would assume in your models are worse off now than they were. So how do you balance these conflicting inputs and deciding what the right level of reserve is here at the end of the quarter?

Yes, this is Bob Coradi. I can take that and turn it over to Neel then. So essentially, we have qualitative factors that provide us with the opportunity to look at the current environment and to make changes one way or the other. And we did in fact do that with respect to some of the items that we're seeing and that did cause us to actually increase the amount of the reserve with respect to the actual calculation.

Yes, we have -- in prior quarters, we have looked closely at the economic environment and certainly made some adjustments within our model to -- on the qualitative side to account for potential future losses. So we look at it both at a granular, pretty granular level by segment and then also kind of higher level looking at our overall coverage. And so, kind of looking at it at both levels, we feel very good about where we're at, but we do - in doing the analysis this quarter, we felt we took sufficient actions in prior quarter from a qualitative perspective to address that risk you're referring to. Obviously, there's been new factors that have been introduced, but we did take a close look at that and felt comfortable with where we're at.

Yes, this is Tom. I would add that as of the end of the year, folks in risk management credit went back and looked at all loans above $2 million and looked at the impact and where -- how it making sure that how would they be impacted if tariffs came about? They went back and looked at the cash management and the companies that were moving money to countries that might actually have significantly higher tariffs than others. And in that went back and looked at the underlying strength of the credit. And so, I think ultimately the organization feels as comfortable as you can. We're not immune to the economic challenges but feel as comfortable as we can with the work that we've done and understanding our portfolio. We've looked at any companies that have had government contracts and we don't have many. So the impact from DOGE is minimal. And we've looked at folks, we're located in Central Pennsylvania and in Maryland. A lot of our companies do business with companies locally. We do have some that are on the international stage, and we've evaluated that. So I think the team feels comfortable with where we're at by the actions that we took December, January, February to position us well to. And as we recognized credits that we felt needed to move along, we did that. And I credit Dave and Bob for taking that aggressive stance.

Excellent. That's some great additional color. Really appreciate it and thanks for taking my question.

Our next question comes from David Bishop from Hovde Group. Please go ahead. Your line is open.

Hi guys, good morning. This is John on for Dave.

Morning.

Hello, morning.

So first off, congrats on the quarter. Just kind of one nitpicky one. I noticed there was a bit of reshuffling within certain deposit buckets on the average balance sheet this quarter. Apologies if I missed it in the press release. But there -- can you shed a bit of light on what was going on there if possible?

Yes, some of that -- we shifted some balances due to, as you know, we were going through the system conversion into -- in November, we identified some misclassifications at December. So there's some adjustments that were made accordingly. So, it's just a function of as we moved forward and got a better understanding of the data that came over, we had to make some adjustments.

Got it. Okay, that's helpful. And then maybe just double back on the loan pipeline. Are there any specific segments that are showing strength versus others? How should we be thinking about that moving forward?

I think it's sort of a well-diverse pipeline. I do -- as we said earlier, we were very proactive in addressing our CRE concentration ahead of the merger and we've dropped that significantly. So we are taking a measured approach to commercial real estate. So that is part of the pipeline, but also a diverse group of C&I, solar opportunities, et cetera.

I would not want to minimize. And I know we've talked about this a lot as a team, but the impact of the merger behind us and go back to those of you who follow us. We literally have -- we changed systems. Everyone in the company needed to be trained on some part of technology and it took them away from maybe some of the time in the field. And so now with that clearly behind them, you see the impact of what we feel is a very strong sales team across the Board and Adam's really done a nice job of leading them forward. So I think you'll see us get back to a more normalized loan volume.

Great. Thanks for taking my questions.

Thank you.

Our next question comes from Tim Switzer from KBW. Please go ahead. Your line is open.

Hi, good morning, guys. Thanks for having me on.

Morning.

Hello, Tim.

Can you discuss a little bit about the NII and NIM trajectory from here? Assuming no rate cuts going forward and then the impact of rate cuts. And also, Neel, is that $6.9 million of purchase accounting accretion, is that what we should project going forward? Is that a little bit elevated?

It's probably a little bit elevated. I again, as you know, there could be acceleration at any point in time based on payoff activity. But I would generally expect it around the $6 million. $6 million range. But it can kind of go above that based on some acceleration. Excuse me, from a core NIM perspective, I'm expecting still be around kind of [3.50] range where we're at. We do have, as I indicated in some of my comments, I do feel we've got an opportunity here. I continue we've talked through some passing to be a little bit hesitant because of the competitive environment and everything else. But we do have the opportunity to -- we've held deposit costs a little higher and that has worked for us. But we do have the opportunity to look closer at funding costs and see what opportunity we have there. So I think there is the chance that we can, if rates are flat, that we can continue to look at deposit costs. And like I indicated, we are looking to reinvest. We started reinvesting some of the funds. We've got significant excess cash right now. So just reallocating some of those, whether it's to investments or loans, that's giving us some opportunity to expand the NIM. But again, the market environment makes it difficult to clearly project where we think it's going to fall. But there's definitely some opportunity for improvement there and we'll keep pushing on that. As far as NII overall we should expect as we've reinvested, we've purchased some investments throughout the first quarter, some late in the first quarter. So you'll see more of a full period impact of that. And, and as we start, like Adam indicated, the loan pipeline's pretty strong here. So as we kind of move that stuff out of fed funds, 4.3% or whatever we're earning there into higher yielding loans that should benefit us.

Okay, great. That was really helpful. And can you provide some details on maybe the expense outlook? Are there any more expense saves out there for you to attain following the integration of the merger? Would just love to hear some color there.

Yes, we're continuing to look at efficiencies and I think there's always opportunities as we implement new processes and all that. So I do believe setting the merger costs aside and we have one time kind of cleanup for restructuring expenses for a couple of branches, closures of a 100,000 if you, if you exclude those, we do even in this coming quarter there's about a million of opportunity of expected reductions. There are certain categories where we're elevated for different reasons, one of the big ones is the kind of ongoing. We've had a lot of consultant usage and other things to keep us moving forward as we work through the conversion. So some of that's going to a lot of that will wane in this quarter. They'll mostly be eliminated towards the end. So I do see about another million-dollar savings in run rate. So we should be able to get kind of that $35.5 million, $36 million core run rate going-forward with further opportunity. But it's going to be, again, as I indicated in my comments, it's going to be a little hard to measure because there are kind of investments that are building as well to support us in the long term.

Okay, so that's $35.5 million to $36 million. Does that include the investments you guys are planning to make? I know that could change depending on the environment.

Yes, for now. But it could. Again, we're not afraid to add strong talent if it makes sense for the organization. So again, not going to fully commit to that. But yes, that is the expectation and that does assume certain investments we already know of.

Yes, makes sense. Thank you.

Yes.

Our next question comes from Gregory Zingone from Piper Sandler. Please go ahead. Your line is open.

Hi guys. Good morning.

Morning, Greg.

Curious of what your CRE concentration level was at quarter end and if there's a percentage or a goal you have in mind of where you want it to get to?

Yes. This is David Chajkowski. So our ratio of total CRE to risk-based capital was 302 at quarter end. We have established several years ago an internal tolerance limit of 350%. So we think where we're at today with the proactive measures we've taken to get that concentration down to where it is now, we have, we have a little bit of runway there to accommodate CRE if the right opportunities present themselves.

And Greg, I would just add that we don't -- obviously we focus on that number, but we -- regardless of what that number is, we want to always -- we have the credit profile in, in mind at all times. So that is always the key focus and making sure that we're, we're doing the right thing. And as we've talked about before, we're in a different -- CRE for us is a little different than the exposure that some of the larger banks have. But we do pay close attention to that and want to. But again, if the -- if it makes sense from a credit risk standpoint, we're, we're not going to hold back from it.

Okay, awesome. And then secondly, it looks like cash balances built a decent amount in the quarter. Could you share more color on that and maybe what we should expect going forward?

I'm sorry, I missed what?

Cash balances.

Oh, cash. Yes, that's a function of -- obviously loan balances came down so we had a fair amount of payoffs during the quarter. We are, as I'D indicated, we have already started kind of reallocating those funds. So AS -- whether it's through some of the investment purchases that we already did, or whether it's obviously, ideally it's going to fund future loan growth. Again, the pipeline is strong, so we do expect to utilize some of that cash going forward. The team from a -- we're very -- in a very good position from a loans and deposit standpoint at 84% so -- and the team is going to continue to push to drive deposits. But we feel very good from a cash position. We don't I think prevents it. It helps us -- to my comment earlier it helps us from a margin perspective as well having that cash on the balance sheet versus having to go outside to use other alternative sources.

All right, awesome. Thanks guys.

Our last question will come from Dan Cardenas from Janney Montgomery Scott. Please go ahead. Your line is open.

Hi. Good morning, guys. Just quickly Neel, can you tell us how much cash flow is generated off of your securities portfolio on a quarterly basis and are those proceeds going to be used primarily for support organic loan growth or are they going to go back into the securities portfolio?

So, we've typically taken the approach. We've changed our view a little bit. I've typically taken the approach of kind of maintaining a flat investment portfolio that I have myself and our treasurer have changed our approach -- I am sorry -- but so basically the new approach is as we always have, we take advantage of market opportunities. Obviously, there's been a lot of volatility with market rates now. So we kind of as I indicated before, if there's opportunity to add purchase securities, to add both limit our credit risk because we don't have to include a lot of credit risk in the investment portfolio. But if it enables us to generate some more margin, we'll do it. We've been focused recently on kind of non-agency MBS and there's been some opportunities again with the market fluctuation. So we do -- it is an opportunity to -- because of the kind of the run-off and the loan -- the pay-offs that we had experienced in the loan portfolio, we are looking for other avenues to offset that for now. But to your initial questions, about $15 million a quarter of -- I'm sorry, $15 million a month of investment portfolio runoff. But we are again looking, I'm not opposed to continuing to build the investment portfolio which is a slight change in kind of the approach previously.

Okay, excellent. And then maybe just some color on the M&A front. Has -- have discussions picked up here recently and then geographically what direction would direction would you guys like to head towards?

Yes, we really don't spend a lot of time talking publicly about M&A. What I will say to you is that since the merger, we've had no shortage of folks coming and visiting us and presenting opportunities to us. I think we'd always be -- we always be disciplined. We have really tried to make sure that if we were going to look at something seriously, it had to have tremendous value to our shareholders. There had to be a reasonable payback period. And we either want to acquire talent or acquire a business line that we may not have been fully entrenched in. And that's pretty much how we do it. I don't think with the way the market is today, anything is imminent. What we always try to do is identify opportunities that might fit the company and the culture very importantly the culture because we have a high performing organization and we want to make sure that has always been a piece that the Board plays obviously a critical role in. And so we do strategic planning and identify some potential opportunities to partner. But we've been around 106 years in May and we've done three acquisitions. So it's -- while it's -- most recent Codorus transaction was very beneficial to both companies, we'll be very judicious as we move forward.

Great. Thanks, guys.

We have no further questions. I'd like to turn the call back over to Tom Quinn for closing remarks.

Thank you, operator. And I want to thank everybody for participating today. As always, if there's any clarity on any of the items discussed in the quarterly earnings or the call today, please feel free to contact us. I want to thank you for joining. I know you're all busy and wish you a wonderful day. Thank you very much. Bye now.