XML 38 R27.htm IDEA: XBRL DOCUMENT
v3.25.3

MERGER (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, 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 initially 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. As permitted under GAAP, the Company had up to twelve months following the date of the Merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger of Codorus Valley. During this measurement period, the Company could record subsequent adjustments to goodwill for provisional amounts recorded at the Merger date. The Company recorded merger-related tax adjustments totaling $1.6 million, which increased goodwill associated with the Merger to $51.0 million. The measurement period to finalize the fair values of the acquired assets and assumed liabilities ended on June 30, 2025. No further adjustments to the fair values were recorded subsequent to twelve months following the Merger date.
| 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 |  |  | $ | (31) |  |  | $ | 45,259 |
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 |  |  | 3,088 |  |  | 20,057 |
Other assets | 21,024 |  |  | (2,781) |  |  | 18,243 |
Total identifiable assets acquired | 2,222,053 |  |  | (21,576) |  |  | 2,200,477 |
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 |  |  | $ | (15,813) |  |  | $ | 182,410 |
Goodwill |  |  |  |  | $ | 51,027 |
Summary 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 |

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
- 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 business combination. Includes, but is not limited to, recognized asset and liability. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-8 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 41 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479303/805-10-55-41 Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-2 Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-2 Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479581/805-30-50-1 Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479328/805-10-50-3 Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 10 -Name Accounting Standards Codification -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