XML 41 R29.htm IDEA: XBRL DOCUMENT
v3.24.3

MERGER (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Summary of Consideration Paid and Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following tables summarize the purchase price consideration paid for Codorus Valley and the fair value of the assets acquired and liabilities assumed recognized at the acquisition date.
(dollars are in thousands, except per share data) |  |
Number of shares of Codorus Valley common stock outstanding |  | 9,751,323 |
Per common share exchange ratio |  | 0.875
Expected shares of Codorus Valley common stock to be issued |  | 8,532,408 |
Fractional shares of common stock to be paid in cash |  | (370) |
Number of shares of Orrstown common stock - as exchanged |  | 8,532,038 |
Orrstown common stock price per common share - closing stock price as of June 28, 2024 |  | $ | 27.36 |
Purchase price merger consideration for Codorus Valley |  | $ | 233,437 |
Under the acquisition method of accounting, the total merger consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Codorus Valley based on their estimated fair value as of the closing of the Merger. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The Company recorded goodwill of $51.9 million in connection with the Merger, which is not amortized for financial reporting purposes, but is subject to annual impairment testing.
| Codorus Valley Book Value |  | Fair Value Adjustment |  | Codorus Valley Fair Value
| July 1, 2024 |  |  |  | July 1, 2024
Total purchase price consideration |  |  |  |  | $ | 233,437 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |
Cash and cash equivalents | $ | 45,290 |  |  | $ | — |  |  | $ | 45,290 |
Restricted investments in bank stocks | 1,168 |  |  | — |  |  | 1,168 |
Securities available for sale | 331,032 |  |  | (3,672) |  |  | 327,360 |
Loans, net of allowance for credit losses ("ACL") | 1,715,761 |  |  | (72,368) |  |  | 1,643,393 |
Premises and equipment, net | 17,553 |  |  | 6,550 |  |  | 24,103 |
Cash surrender value of life insurance | 62,817 |  |  | — |  |  | 62,817 |
Accrued interest receivable | 8,138 |  |  | 79 |  |  | 8,217 |
Goodwill | 2,301 |  |  | (2,301) |  |  | — |
Other intangible assets, net | — |  |  | 46,260 |  |  | 46,260 |
Deferred income tax asset, net | 16,969 |  |  | 3,190 |  |  | 20,159 |
Other assets | 21,024 |  |  | (218) |  |  | 20,806 |
Total identifiable assets acquired | 2,222,053 |  |  | (22,480) |  |  | 2,199,573 |
Deposits | 1,948,467 |  |  | (3,218) |  |  | 1,945,249 |
Securities sold under agreements to repurchase | 7,943 |  |  | — |  |  | 7,943 |
FHLB advances and other borrowings | 1,195 |  |  | (803) |  |  | 392 |
Subordinated notes and trust preferred debt | 41,195 |  |  | (4,983) |  |  | 36,212 |
Other liabilities | 25,030 |  |  | 3,241 |  |  | 28,271 |
Total liabilities assumed | 2,023,830 |  |  | (5,763) |  |  | 2,018,067 |
Total identifiable net assets | $ | 198,223 |  |  | $ | (16,717) |  |  | $ | 181,506 |
Goodwill |  |  |  |  | $ | 51,931 |
Schedule of Fair Value of Acquired PCD Loans | The following table presents details related to the fair value of acquired PCD loans at the acquisition date:
| Unpaid Principal Balance |  | PCD ACL |  | Non-Credit Discount |  | Fair Value of Acquired Loans
Commercial real estate | $ | 74,319 |  |  | $ | (1,321) |  |  | $ | (5,531) |  |  | $ | 67,467 |
Acquisition and development | 24,232 |  |  | (2,535) |  |  | (781) |  |  | 20,915 |
Commercial and industrial | 33,454 |  |  | (1,949) |  |  | (4,954) |  |  | 26,551 |
Residential mortgage | 16,720 |  |  | (104) |  |  | (1,936) |  |  | 14,679 |
Installment and other loans | 117 |  |  | (10) |  |  | (11) |  |  | 96 |
| $ | 148,842 |  |  | $ | (5,920) |  |  | $ | (13,213) |  |  | $ | 129,708 |
Schedule of Pro Forma Information | The following table presents selected pro forma information as if the Merger had occurred at January 1, 2023. The unaudited pro forma information includes the estimated impact of certain fair value adjustments and other merger-related activity. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been affected on the assumed dates. In addition, the unaudited pro forma information does not reflect management's estimate of any revenue-enhancing opportunities or anticipated cost savings as a result of the integration.
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Net interest income | $ | 50,873 |  |  | $ | 51,281 |  |  | $ | 148,877 |  |  | $ | 155,784 |
Net Income | 20,856 |  |  | 17,792 |  |  | 56,456 |  |  | 56,088 |

X
- Definition Schedule Of Fair Value Of Acquired PCD Loans + References No definition available. + Details
Name: | orrf_ScheduleOfFairValueOfAcquiredPCDLoansTableTextBlock
Namespace Prefix: | orrf_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration