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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 outstanding9,751,323 
Per common share exchange ratio0.875
Expected shares of Codorus Valley common stock to be issued8,532,408 
Fractional shares of common stock to be paid in cash(370)
Number of shares of Orrstown common stock - as exchanged8,532,038 
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 ValueFair Value AdjustmentCodorus Valley Fair Value
July 1, 2024July 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 stocks1,168 — 1,168 
Securities available for sale331,032 (3,672)327,360 
Loans, net of allowance for credit losses ("ACL")1,715,761 (72,368)1,643,393 
Premises and equipment, net17,553 6,550 24,103 
Cash surrender value of life insurance62,817 — 62,817 
Accrued interest receivable8,138 79 8,217 
Goodwill2,301 (2,301)— 
Other intangible assets, net— 46,260 46,260 
Deferred income tax asset, net16,969 3,190 20,159 
Other assets21,024 (218)20,806 
Total identifiable assets acquired2,222,053 (22,480)2,199,573 
Deposits1,948,467 (3,218)1,945,249 
Securities sold under agreements to repurchase7,943 — 7,943 
FHLB advances and other borrowings1,195 (803)392 
Subordinated notes and trust preferred debt41,195 (4,983)36,212 
Other liabilities25,030 3,241 28,271 
Total liabilities assumed2,023,830 (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 BalancePCD ACLNon-Credit DiscountFair Value of Acquired Loans
Commercial real estate$74,319 $(1,321)$(5,531)$67,467 
Acquisition and development24,232 (2,535)(781)20,915 
Commercial and industrial33,454 (1,949)(4,954)26,551 
Residential mortgage16,720 (104)(1,936)14,679 
Installment and other loans117 (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,
2024202320242023
Net interest income$50,873 $51,281 $148,877 $155,784 
Net Income20,856 17,792 56,456 56,088