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MERGER (Tables) | 3 Months Ended
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Mar. 31, 2025
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 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 $49.4 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 |  |  | (4,532) |  |  | 326,500 |
Loans, net of allowance for credit losses ("ACL") | 1,715,761 |  |  | (72,368) |  |  | 1,643,393 |
Premises and equipment, net | 17,553 |  |  | 6,551 |  |  | 24,104 |
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 | — |  |  | 50,719 |  |  | 50,719 |
Deferred income tax asset, net | 16,969 |  |  | 2,139 |  |  | 19,108 |
Other assets | 21,024 |  |  | (218) |  |  | 20,806 |
Total identifiable assets acquired | 2,222,053 |  |  | (19,931) |  |  | 2,202,122 |
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 |  |  | $ | (14,168) |  |  | $ | 184,055 |
Goodwill |  |  |  |  | $ | 49,382 |
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) |  |  | 20,916 |
Agricultural | 7,129 |  |  | (2) |  |  | (895) |  |  | 6,232 |
Commercial and industrial | 26,325 |  |  | (1,947) |  |  | (4,059) |  |  | 20,319 |
Residential mortgage | 16,720 |  |  | (105) |  |  | (1,936) |  |  | 14,679 |
Installment and other loans | 117 |  |  | (10) |  |  | (11) |  |  | 96 |
| $ | 148,842 |  |  | $ | (5,920) |  |  | $ | (13,213) |  |  | $ | 129,709 |

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