good morning my name is kate and i will be your conference operator today at this time i would like to welcome everyone to the our sound financial services inc second quarter 2025 earnings conference call all lights have been placed on mute to prevent any background noise after the speaker's remarks there will be a question and answer session If you would like to ask a question during the Q&A session, simply press start followed by the number one on your telephone keypad. If you would like to withdraw your question, press the pound key. I will now turn the call over to Tom Quinn, President and Chief Executive Officer of Orstown Financial Services, Inc. and Orstown Bank, who will begin the conference. Mr. Quinn, please go ahead.

Thank you, Kate. and good morning. I'd like to thank everyone for participating in Orstown's second 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.orstown.com. Once there, you may click on the investor relations link and then on the events and presentations 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 investor presentation. The appropriate reconciliations to GAAP are included in the appendices. Joining me on the call this morning are Orstown Bank Senior Executive Vice President and Chief Operating Officer Adam Metz, as well as our Executive Vice President and Chief Financial Officer Neil Kalani. Our Chief Risk Officer Bob Karate and our Chief Credit Officer Dave Joukowsky will also participate on the call. Our financial highlights for the quarter are summarized on slide three of the deck. Despite some lingering merger-related expenses, gap earnings were strong and core earnings continued to increase. Excluding certain merger-related charges, return on average assets was 1.51% and return on average equity was 15.12% for the second quarter of 2025, compared to 1.45 and 14.97 respectfully for the first quarter of 2025. We expect stronger net income going forward as loan growth accelerates. Net interest margin also increased. NIM was 407 in the second quarter of 2025 compared to 4% in the first quarter of 2025, with the possibility of further upside. We believe that we are pricing loans prudently and managing funding costs well, which is evidenced by the improving margin. Fee income remained a core strength of the organization during the second quarter. Fee income as a percentage of operating revenue was 21% during the quarter, an improvement from prior periods. Non-interest income increased $1.3 million quarter to quarter. The team has been doing an excellent job of generating fee income from various sources. led by our wealth management fees remaining remain the largest component of our fee income now at three billion in assets under management there is significant opportunity to build this business while expenses remain slightly more elevated than we would like they are coming down over the time over time and our core operating expenses are in line with expectations The team remains focused on establishing a foundation to support future growth. Excluding the impact of merger-related expenses, the efficiency ratio is 58.7% for the second quarter compared to 60.5% for the first quarter of 2025. We do not anticipate any meaningful merger-related expenses going forward. we do expect expenses to continue to decline throughout the year which will further boost our already strong earning stream we believe that we consistently have demonstrated the ability to maintain strong profitability in any environment i would now like to turn it over to adam metz for a discussion on our balance sheet adam thank you tom and good morning everybody Loan growth was relatively modest this quarter, but we believe that the loan pipeline is strong.

Total loan growth was 6% for the quarter on an annualized basis. Annualized commercial loan growth was 2%. During the quarter, we saw a good mix of CNI and CRE, and also a good mix between floating and fixed. We believe our overall loan pipeline is strong. currently it's the highest it's been since the merger of the two companies this reflects the strength and resilience of our regional economy the deep engagement of our team with our clients and the impact of new talent we've attracted including individuals with middle market experience as i said before talent matters and we feel confident in the team we have in place and continue to build upon. It does remain a competitive lending environment, but we remain confident in our ability to grow loans the right way. And credit quality remains sound. We believe that the work we have done since the merger to protect credit quality has been very beneficial. Net charge offs were again nominal in the second quarter. Classified loans and non-accrual loans decrease quarter to quarter. Non-accrual loans to total loans decreased to 0.57% for the second quarter compared to 0.59% for the first quarter. And we continue to build capital, which will create flexibility for us in the future. Capital ratios increased across the board quarter to quarter. We remain well capitalized by all measures. We continue to prioritize shareholder value. Late in the second quarter, the board of directors authorized a share repurchase program of up to 500,000 shares of common stock. The company repurchased 2,134 common shares during the quarter. We plan to utilize this authorization judiciously to support our currency as well as we believe we remain undervalued the board voted to increase our quarterly dividend by one cent per share from 26 cents to 27 cents per share this is the third dividend increase in the past year and our dividend has increased 35 percent since the merger neil kalani our cfo will now discuss our second quarter results in more detail neil thanks adam good morning everyone we had a very strong second quarter both from a gap basis and adjusted for some of the residual merger related noise we've achieved normalized roa over 1.5 percent and

expect improvement from there tom already walked through the numbers at a high level so i'll just jump into the details starting on slide four the margin remained very strong and improved to 4.07 percent in the second quarter cost of deposits declined by 12 basis points this was partially offset by loan yields declining by seven basis points due to the lower purchase to loan accretion than prior quarter. Absent the impact of the loan accretion, loan yields remain relatively flat compared to the previous quarter. This highlights our continued discipline on both loan and deposit pricing. The environment remains very competitive on both fronts, so the potential for margin pressure is real, but I do see further upside in the margin into the third quarter with the expectation that stabilizes up to that point, assuming rates remain unchanged, and we do remain assets sensitive. As noted on slide five, fee income was $12.9 million for the second quarter, up by $1.3 million from the prior quarter. For the second quarter, fee income was almost at 21% of total revenues, but our goal remains to be to continue to exceed 20%. The team had an excellent quarter from a swap fee generation standpoint with just short of $700,000 in swap fees. Service charges increased by $200,000 as our treasury management team continues to successfully grow its base and the broad fee waivers that we'd discussed previously that we'd temporarily implemented are no longer in place. Wealth management had another very strong quarter and remains a significant focus for Orstown to boost our non-interest income going forward. Obviously, there was a rough start to the stock market in the beginning of the quarter that did have some impact quarter over quarter, but we're very happy with the income generated from that business and the opportunities that lie ahead. The quarter also included some solar tax credit income and other items that are not necessarily consistent from quarter to quarter i don't expect the current fee income run rate to continue in the near term it is longer term expectation for us but several components do remain dependent on timing a quarterly run rate around 12 million is likely reasonable there but certainly within the range of 11.5 to 12.5 million non-interest expense is covered on slide six while we had a little more noise than we expected during the second quarter the picture of our efforts on expenses is becoming more evident. Non-interest expense declined by approximately $600,000 in the quarter, and that includes merger-related expenses of almost a million and severance costs of approximately $600,000. The efficiency ratio continues to come down, as Tom noted, and I've been messaging a go-forward run rate around $35 million each quarter. If you back out the items I just talked about and about $1 million of consulting fees kind of in excess of normal in the quarter associated with the continued process improvement work that we have going. It gets you to that $35 million number. Merger-related expenses this quarter were associated with the final components of our core system conversion, and we don't anticipate any associated costs of significance going forward associated with the merger. The excess consulting costs are expected to decline over the next couple quarters, so I expect the quarterly expense run rate in the $35 to $36 million range for the next few quarters in early next year, approaching a 55% efficiency ratio, inclusive of amortization costs. However, I will continue to reiterate that the primary reason for our success over the years has been our ability to attract strong talent to set us up for growth. So that approach will continue and could potentially impact the expense run rate. We would obviously expect that those decisions, if they do happen, would impact the revenue side of the equation over time as well. The credit quality is covered on slide seven. We recorded a small provision this quarter, primarily from a negligible amount of charge-offs on a net basis classified loans decreased by 14 non-accruals were down slightly as well our allowance coverage ratio was 1.22 which we continue to believe adequately addresses the risks in the loan portfolio slide eight highlights our key performance metrics as adjusted for merger related expenses in the second quarter normalized eps reached 104 adjusted roa was 151 and adjusted roe was 15.1 with both the expected impact of our loan pipeline on interest income and the momentum we have on expenses, we do see some upside in those numbers, which puts us near the top of our peer group. In addition, now that we're a year out from the merger, we built TCE back over 8%. Moving to the balance sheet slide on slide nine, total loans grew to $3.93 billion, while commercial loans, as Adam mentioned, grew only by 2% annualized. We do have a strong pipeline heading into the third quarter, and we remain prudent in our lending decisions and continued focus on risk and long-term relationships. The average yield on loans was 6.5%. As mentioned earlier, the yield was impacted by the lower purchase accounting accretion, which will vary each quarter based on timing of prepayments for acquired loans. On slide 10, deposits did decline by $117 million as we continue to shift away from promotional time deposits and money markets. Cost of deposits declined from 214 to to a 1% in the quarter due to the impact of pricing decisions in the first quarter and new funding at that lower cost. The 87% loan and deposit ratio provides us with sufficient liquidity to fund our loan pipeline without placing a heavy reliance on alternative funding sources. As I've indicated in the past, we're fairly comfortable in the low 90% range, so we feel good about where we are from that standpoint. And then as communicated previously and shown on slide 11, we use some of our liquidity to enhance the securities portfolio and generate additional interest income as loan production ramps up we purchased 50 million of securities in the quarter and the portfolio is now up to 885 million and we'll continue to look for opportunities as the market creates them to strengthen our balance sheet and create strong yields the duration remains relatively short at four and a half years and that in unrealized losses are still around three percent of the book balance at June 30. On slide 12, you can see their regulatory capital ratios are now at or above pre-merger levels. As we've said previously, the capital levels and expected growth in the ratios as we move forward present us with many options to continue our growth trajectory. I'd like to now turn the call back over to Adam Metz for some closing remarks. Adam.

Thank you, Neil. 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. Capacity to accelerate commercial lending for strong relationships, considering buybacks as we believe our stock is undervalued, contemplating redemption of sub-debt, and ability to take advantage of other strategic opportunities.

We remain optimistic about the future, both in the short and long term. we would now like to open the call to questions before we get started the operator will briefly review the instructions with you at this time i would like to remind everyone in order to ask a question press star and then the number one on your telephone keypad we request that your questions to limited to one question and one follow-up we will pause for just a moment to compile the q a roster your first question comes from the line of gregory is in going with piper sampler your line is open hey good morning guys how are you morning morning greg morning you guys had a pretty clean

quarter on credit i was wondering though are there still other credits in the codores valley deal that you were still looking to move off over so are there other credits in the codores valley deal that we want to do?

Well, we've, you know, in the past we have, we have engaged in some loan sales. We haven't in the past two quarters because we've, as you've seen, you know, we've been relatively successful working them out with very little in the way of any charge-offs. There might be a couple of loans that we may see that as an opportunity in the next couple of quarters, But I wouldn't, you know, look for anything real substantial in terms of, you know, major loan sales.

Okay, thank you. And then as a follow-up, is there a capital level that you guys have in mind that you would like to reach before seriously considering another acquisition? Thank you.

I'm sorry, you asked, was there a capital level we want to achieve? Yeah, like we've kind of said before, I think we're there. We need to continue to – we're at pre-merger levels now. We'll continue to build to a good spot over the next couple quarters. I think we're at the point where we don't have to get any outside capital to do something. Obviously, it depends on the type of deal and the size and all that. But we feel we're in a good spot now, and particularly over the next quarters can build it up even more, next several quarters.

Thank you. your next question comes from the line of tim switzer with kbw your line is open hey good morning thank you for taking my question morning tim i wanted to follow up on uh your comments about um the potential for minimum expansion in q3 and then maybe some stabilization it sounds like that assumes rates stay unchanged um can you provide some commentary on how two to three rate cuts in the back half of the year could impact that, particularly going into 2026, maybe where the exit would be?

What was the end of your question? Where the what would be?

Where would the exit and then be at the end of this year? Say we get two to three Fed rate cuts.

So we are, like I said, we are asset sensitive. So there will be negative impact to overall net interest income going forward um with the floating rate loans resetting but we would certainly have opportunity to continue to bring the deposit costs down um so would have a couple rate cuts would negatively impact us but we will need to keep pushing on the the loan side to offset some of that impact um so that's really kind of where we're at from a kind of for margin projection standpoint, deposit costs are probably still very competitive. I think we've seen the reduction that we're going to experience probably stay relatively flat from here without rate reductions. But as I've always said, it is a difficult question to answer to a certain extent going forward if rates get cut, because how hard can we push on deposit costs and how competitive of it is. But certainly there's some downside as rates come down.

I will add to that something Adam mentioned that our pipelines have not been bigger since the two companies came together. And so properly pricing those loans will be critical as we see rate cuts.

Great. Okay. And I'd love to follow up on some of your commentary about the wealth management business. Obviously, I had a pretty good quarter, but it sounds like it's an area where you guys I see a lot of opportunity for growth. And, you know, I'm sure there's maybe some synergies you can achieve with Cadoris, but I'd love to get some more details on, you know, maybe what initiatives you have there, where the growth is coming from, and, you know, your outlook for that business.

I think it's encouraging to the bank right now when you see in the RIA space that Zyke snapped up CW Advisors $13.5 billion acquisition of assets under management for $950 million. You're sitting on $3 billion in AUM and you realize that you grow the franchise there. The value of your franchise should only improve. And I think Adam's got a real strong strategic mindset towards bringing in more advisors. And I'll let you talk about it, Adam, to share with them kind of some of the things we're doing, not only in Maryland, but in but in Lancaster as well.

Yeah.

Yeah. I do think we have an opportunity in front of us. And a lot of that will be through talent acquisition. And I think we're pretty close on some fronts there. We also have, as I said before, we have a lot of opportunity in what I say are growth markets. And so we are just sort of scratching the surface as it relates to our Maryland market. And there's a lot of opportunity there, but also in Lancaster and Harrisburg as well. Great. Thank you, guys.

Your next question comes from the line of David Long with Raymond James. Your line is open.

Good morning, everyone, and thanks for taking my questions. In your prepared remarks, you talked about the strength of the economic backdrop within your footprint. And I just, on top of that, I wanted to get some color from you guys as far as what are you hearing from your business customers? You know, when we talked in April, I think sentiment was pretty poor. As you said, the market was much lower than where we are today. And coming off of Liberation Day, how is the sentiment of your commercial clients adjusted? or changed over the last few months?

Yeah, I would just answer that question by saying our pipeline is the largest it's been since the merger of the two companies. So, you know, we're having daily conversations with our clients, but I would tell you we've seen the pipeline not only grow but a fund here in July, and we expect it to continue. So, yes, there is some noise on the headlines on any given day, but right now, they're moving forward, and we feel good about where we are.

Got it. Thanks for that. And then as a follow-up, can you maybe elaborate a little bit more on your appetite to add middle market bankers? And are these bankers, what do you have in your model today for ads? And with growing the team, is it coming from bankers from larger institutions, smaller institutions? Where are you finding the best opportunities?

Yeah, this is Tom. I'll turn it over to Adam in a second. But in recent weeks, we hired the number one lender from a $40 billion regional bank. That individual was the number one person in that company in the middle market space. And I think Adam can elaborate on some of the other areas that he wants to focus on, Adam.

Yeah, I think we do have some upside there to sort of balance out the team. We were very pleased to hire this individual, brings a lot of experience in a variety of industries. But we've also been successful in hiring an individual for our Lancaster-York market, another one for our York market. Again, talent matters, and we allow them the ability to service their clients in a way that's meaningful for them. but we also, you know, as we always lead with risk. And so we feel like we've been telling a pretty compelling story and we've been successful in attracting talent. And we're always on the lookout for great talent. So I think that will continue.

Thanks a lot for the color. Appreciate it.

Your next question comes from the line of Dan Cardenas with Chaney, Montgomery, Scott. Your line is open.

Hey, good morning, everybody. Okay. Just a quick couple follow-up questions on the lending side. Maybe can you give us some color on what the line utilization rate is on your commercial portfolio? And how does that compare to historical levels?

Yeah, we've not seen a material change in line utilization in the quarter. I think it's remained fairly stable.

Utilization rates are fairly modest right now. in the commercial portfolio so then as you look at growth in the back half of the year is that going to be primarily uh cre driven or or um i mean what's where do you see the most opportunity uh within your footprint yeah i would tell you uh the first half of this last quarter the loan growth came mostly from cni uh the second half of the last quarter we had some good CRE deals.

We are now at 293% of risk-based capital in our CRE bucket. So we do have, as we talked about earlier, there were a number of measures to reduce that, but we now feel like we have capacity to go out and do the right CRE deals with the right relationship. So I feel like right now we're pretty well mixed as we look forward in our pipeline, but we do have room for additional CRE.

So the wins on those deals, is that primarily pricing driven or what's kind of the secret sauce that will allow you to get the transactions that you want?

Yeah, I'm sorry. I didn't necessarily hear your question there.

Yeah, I was just wondering if, you know, to win the loans, you know, I know it's competitive out there, but are those wins primarily driven by pricing or are there some other factors that come into play that allow you to win a customer over?

Yeah, I mean, I would speak to our relationship model there. I mean, it's not just, you know, certainly we have to be competitive on the loan pricing, but I think we constantly speak about earning an extra, you know, we earn what we price our loans at. So we have to, you know, speak to our relationship-driven model. And it's not just the commercial lender. It's the treasury management. It's the retail franchise. It's the wealth management as well.

Yeah, I would add to that, that if you go back to 2020 when our lending team embraced clients to help them with PPP when they couldn't get them at the banks they were at. When you go back to the SIV failure and we contacted all our clients to help them as they were nervous about liquidity challenges they might have or might not have. When you look at the consultative nature of how we approach, we're looking for bankers, not just people that can lend money. And so sometimes you're saying no to the client and in winning a relationship because the client truly appreciates what you're doing in long term. And I think Adam has spoken at length to our lending team about the importance of managing the relationship, being there for relationship, and fostering kind of an attitude that, you know, we're there to help them and their businesses. And that approach seems to work, right, and has paid long-term dividends.

And then my last question. It's been a year since the Cadoras Valley deal has been consummated. Are you guys ready to do another transaction? And what's kind of the parameters that you're looking for in potential targets in terms of size and geographic location?

Yeah, I think it's a question we don't typically answer publicly. What I would tell you is that the bank has done a really fantastic job of integrating the People's Bank merger in the sense that by the end of 2020, Four, we have pushed 18% cost saves out, and that was a target we had for this past June 30th. So we exceeded that. We continued to move on integrating. Clearly, there are some loans we wanted to move out of the bank. We did that pretty judiciously as well. And I think we're now looking at best idea, best practice wins long term for the clients. And we've got a few other things we're rounding out. But as we look to the future, we would want something that added tremendous value to the franchise, a product or service we don't currently have in a geography that was close to where we are or within a state or two we've always focused on. But I think that's something that we've done three acquisitions of banks in 106 years. So it's something we take and discuss at length with our board and move through that. I don't think we, it's not ego driven. It's what's right for the shareholders. And we live by that every day. Great.

Thank you for taking my questions.

Your next question comes from the line of Tim Switzer with KBW.

Your line is open. hey thanks for letting me back on um i just had one follow-up um i appreciate you guys have gone through i think most of uh most of the work de-risking the loan work loan book from cadoras has resulted in some good credit trends but um i'd love to hear the details on what kind of loan review you guys have done to gauge the risk of tariffs and uh what the outcome of that um has been?

Yeah, sure. We took a couple different approaches on how we tried to assess the risk relative to tariffs. The one thing we did was we just did a full stress of the entire CNI book. We stressed their NOI at 10 and 20 percent. And, you know, the outcome of that was that under that 20% stress scenario, our classified total risk-based capital ratio would still be below our 25% threshold that we've set internally. So we feel pretty good about the resiliency of the portfolio as it relates to any risk around tariffs.

Great. That's all I had. Thank you, again.

That concludes the Q&A portion of the presentation. Mr. Quinn, I turn the call back over to you for your concluding remarks.

Thank you again, Kate, and thank you all for participating today. As always, if we can clarify any of the items discussed on this call or in the earnings release, please feel free to give us a call. Wishing you all a wonderful day.

Thank you very much this concludes the orstown financial services inc second quarter 2025 earnings conference call you may disconnect your line at this time