CORRESP 1 filename1.htm

    

VIA EDGAR

 

June 28, 2021

Michael Henderson, Staff Accountant

Cara Lubit, Staff Accountant

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

 

Re:						Orrstown Financial Services, Inc.
						Form 10-K for the Fiscal Year Ended December 31, 2020
						Filed March 15, 2021
						File No. 001-34292

 

Dear Mr. Henderson and Ms. Lubit:

 

This letter is in response to your comment letter dated June 15, 2021, pertaining to certain non-GAAP disclosures in the Annual Report on Form 10-K of Orrstown Financial Services, Inc. (the “Company”) filed March 15, 2021, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed May 7, 2021.  For your convenience, the comment from your letter is repeated below in italics.  The Company’s response follows.

 

Comment:

Form 10-K for the Year Ended December 31, 2020

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of

Operations; Supplemental Reporting of Non-GAAP Measures, page 56

1.We note your disclosure of the non-GAAP measures “Allowance plus purchase

accounting marks to unguaranteed loans” and “Taxable-Equivalent Net Interest Margin

(excluding the effect of purchase accounting)” here and in your Form 10-Q for the quarter

ended March 31, 2021. It appears that disclosing financial measures and metrics

excluding the impact of purchase accounting or adding purchase accounting mark

adjustments represents individually tailored recognition and measurement methods, which

could result in a misleading financial metric that violates Rule 100(b) of Regulation G.

Therefore, in future filings, including Forms 8-K, please remove such measures. Refer to

Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

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Response:

In subsequent SEC filings, the Company will remove the tables named “Taxable-Equivalent Net Interest Margin (excluding the effect of purchase accounting)” and “Allowance plus purchase accounting marks to unguaranteed loans” from its disclosure of non-GAAP measures.

If the Staff should have any questions concerning the response, please do not hesitate to contact me.

Sincerely,

/s/ Neelesh Kalani

Neelesh Kalani

Executive Vice President and Chief Financial Officer

cc: Kenneth J. Rollins, Pillar+Aught