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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q 
(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended June 30, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission file number 1-35015
 
ACNB CORPORATION
(Exact name of Registrant as specified in its charter) 
Pennsylvania 23-2233457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16 Lincoln Square, Gettysburg, Pennsylvania
 17325
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (717) 334-3161

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading SymbolName of each exchange on which registered
Common Stock, $2.50 par value per share ACNBThe NASDAQ Stock Market, LLC
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No
 
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  Yes No
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No
 
The number of shares of the Registrant’s Common Stock outstanding on August 4, 2023, was 8,564,282.



PART I - FINANCIAL INFORMATION
 
ACNB CORPORATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
 
Dollars in thousands, except per share dataJune 30,
2023
December 31,
2022
ASSETS  
Cash and due from banks$24,898 $40,067 
Interest bearing deposits with banks59,145 128,094 
Total Cash and Cash Equivalents84,043 168,161 
Equity securities with readily determinable fair values915 1,719 
Debt securities available for sale452,252 553,554 
Securities held to maturity, fair value $58,133; $58,078
64,926 64,977 
Loans held for sale 123 
Loans, net of allowance for credit losses $19,148; $17,861
1,554,669 1,520,749 
Assets held for sale1,418 3,393 
Premises and equipment, net26,145 27,053 
Right of use assets2,952 3,162 
Restricted investment in bank stocks4,877 1,629 
Investment in bank-owned life insurance78,919 77,993 
Investments in low-income housing partnerships1,066 1,129 
Goodwill44,185 44,185 
Intangible assets, net9,612 10,332 
Foreclosed assets held for resale467 474 
Other assets51,705 46,874 
Total Assets$2,378,151 $2,525,507 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
LIABILITIES  
Deposits:  
Non-interest bearing$569,729 $595,049 
Interest bearing1,394,025 1,603,926 
Total Deposits1,963,754 2,198,975 
Short-term borrowings51,703 41,954 
Long-term borrowings81,000 21,000 
Lease liabilities2,952 3,162 
Allowance for unfunded commitments2,132 92 
Other liabilities19,541 15,282 
Total Liabilities2,121,082 2,280,465 
STOCKHOLDERS’ EQUITY  
Preferred stock, $2.50 par value; 20,000,000 shares authorized; no shares outstanding
  
Common stock, $2.50 par value; 20,000,000 shares authorized; 8,888,732 and 8,838,720 shares issued; 8,564,282 and 8,515,120 shares outstanding
22,212 22,086 
Treasury stock, at cost; 324,450 and 323,600 shares
(8,956)(8,927)
Additional paid-in capital96,586 96,022 
Retained earnings205,279 193,873 
Accumulated other comprehensive loss(58,052)(58,012)
Total Stockholders’ Equity257,069 245,042 
Total Liabilities and Stockholders’ Equity$2,378,151 $2,525,507 
The accompanying notes are an integral part of the consolidated financial statements.
2


ACNB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 Three Months Ended June 30,Six Months Ended June 30,
Dollars in thousands, except per share data2023202220232022
INTEREST AND DIVIDEND INCOME  
Loans, including fees
Taxable$18,947 $16,414 $37,845 $32,200 
Tax-exempt352 356 708 660 
Securities:  
Taxable2,688 2,722 5,974 4,272 
Tax-exempt285 289 599 429 
Dividends51 24 92 59 
Other890 891 1,904 1,153 
Total Interest Income23,213 20,696 47,122 38,773 
INTEREST EXPENSE  
Deposits486 646 959 1,384 
Short-term borrowings108 20 125 37 
Long-term borrowings629 226 956 495 
Total Interest Expense1,223 892 2,040 1,916 
Net Interest Income21,990 19,804 45,082 36,857 
Reversal of Credit Losses(273) (176) 
Provision for Unfunded Commitments121  397  
Net Interest Income after Provisions for (Reversal of) Credit Losses and Unfunded Commitments22,142 19,804 44,861 36,857 
OTHER INCOME  
Commissions from insurance sales2,840 2,808 4,742 4,008 
Service charges on deposit accounts989 1,006 1,951 1,964 
Income from fiduciary, investment management and brokerage activities979 816 1,819 1,626 
Gain from mortgage loans held for sale14 145 31 426 
Earnings on investment in bank-owned life insurance484 363 926 690 
Net losses on sales or calls of securities(546) (739) 
Net (losses) gains on equity securities(15)(148)5 (257)
Gain on assets held for sale323  323  
Service charges on ATM and debit card transactions834 865 1,657 1,618 
Other292 221 463 460 
Total Other Income6,194 6,076 11,178 10,535 
OTHER EXPENSES  
Salaries and employee benefits9,824 9,314 20,266 16,873 
Net occupancy1,002 939 2,039 2,098 
Equipment1,623 1,527 3,230 3,045 
Other tax305 402 642 818 
Professional services601 430 983 739 
Supplies and postage198 195 404 376 
Marketing and corporate relations159 67 313 170 
FDIC and regulatory295 264 544 535 
Intangible assets amortization360 389 720 698 
Other operating1,914 1,479 3,422 2,936 
Total Other Expenses16,281 15,006 32,563 28,288 
Income before Income Taxes12,055 10,874 23,476 19,104 
PROVISION FOR INCOME TAXES2,531 2,244 4,929 3,875 
Net Income$9,524 $8,630 $18,547 $15,229 
PER SHARE DATA  
Basic earnings $1.12 $0.99 $2.18 $1.75 
Diluted earnings$1.12 $0.99 $2.17 $1.75 
The accompanying notes are an integral part of the consolidated financial statements.
3


ACNB CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 
 Three Months Ended June 30,Six Months Ended June 30,
Dollars in thousands2023202220232022
NET INCOME$9,524 $8,630 $18,547 $15,229 
OTHER COMPREHENSIVE INCOME  
SECURITIES  
Unrealized losses arising during the period, net of income taxes of $(2,077), $(3,630), $(1,442) and $(9,758), respectively
(6,891)(12,701)(1,255)(34,139)
Reclassification adjustment for net losses included in net income, net of income taxes of $138, $0, $172 and $0, respectively (A) (C)
410  556  
Total unrealized loss on investment securities(6,481)(12,701)(699)(34,139)
Amortization of unrealized losses on securities previously transferred to held to maturity, net of income taxes of $13, $0, $78, and $0, respectively (D)
265  487  
Total amortization of unrealized losses on investment securities265  487  
PENSION  
Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $(26), $22, $24 and $45, respectively (B) (C)
124 79 172 158 
Unrecognized net loss, net of income taxes of $0, $0, $0 and $0, respectively (C)
    
Total unrealized loss on pension124 79172 158
TOTAL OTHER COMPREHENSIVE LOSS(6,092)(12,622)(40)(33,981)
TOTAL COMPREHENSIVE INCOME (LOSS)$3,432 $(3,992)$18,507 $(18,752)
 
The accompanying notes are an integral part of the consolidated financial statements.

(A) Gross amounts are included in net gains on sales or call of securities on the Consolidated Statements of Income in total other income.

(B) Gross amounts are included in the computation of net periodic benefit cost and are included in salaries and employee benefits on the Consolidated Statements of Income in total other expenses.

(C) Income tax amounts are included in the provision for income taxes on the Consolidated Statements of Income.

(D) Total unrealized loss remaining on investment securities held to maturity was $2,525,000 at June 30, 2023.
4


ACNB CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
Six Months Ended June 30, 2023 and 2022
Dollars in thousandsCommon StockTreasury StockAdditional Paid-in CapitalRetained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
BALANCE – January 1, 2023
$22,086 $(8,927)$96,022 $193,873 $(58,012)$245,042 
Cumulative effect for adoption of Topic 326, net of tax   (2,368) (2,368)
Net income   9,023  9,023 
Other comprehensive income, net of taxes    6,052 6,052 
Common stock shares issued (5,889 shares)
15  173   188 
Repurchase of common stock (850 shares)
 (29)   (29)
Issuance of restricted common shares, net of forfeiture and shares withheld for taxes (43,074 shares)
97  (97)   
Compensation expense for restricted shares  317   317 
Cash dividends declared ($0.28 per share)
   (2,384) (2,384)
BALANCE – March 31, 202322,198 (8,956)96,415 198,144 (51,960)255,841 
Net income   9,524  9,524 
Other comprehensive loss, net of taxes    (6,092)(6,092)
Common stock shares issued (5,526 shares)
14  171   185 
Cash dividends declared ($0.28 per share)
   (2,389) (2,389)
BALANCE – June 30, 2023$22,212 $(8,956)$96,586 $205,279 $(58,052)$257,069 
Dollars in thousandsCommon StockTreasury StockAdditional Paid-in CapitalRetained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
BALANCE – January 1, 2022$21,978 $(2,245)$94,688 $167,238 $(9,545)$272,114 
Net income— — — 6,599 — 6,599 
Other comprehensive loss, net of taxes— — — — (21,359)(21,359)
Common stock shares issued (5,587 shares)
14 — 169 — — 183 
Restricted stock grants (21,935 shares)
56 — 673 — — 729 
Cash dividends declared ($0.26 per share)
— — — (2,257)— (2,257)
BALANCE – March 31, 202222,048 (2,245)95,530 171,580 (30,904)256,009 
Net income   8,630  8,630 
Other comprehensive loss, net of taxes    (12,622)(12,622)
Common stock shares issued (5,532 shares)
13  171   184 
Repurchased shares (88,225 shares)
— (2,905)— — — (2,905)
Cash dividends declared ($0.26 per share)
— — — (2,264) (2,264)
BALANCE – June 30, 2022$22,061 $(5,150)$95,701 $177,946 $(43,526)$247,032 
The accompanying notes are an integral part of the consolidated financial statements.
5


ACNB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Six Months Ended June 30,
Dollars in thousands20232022
CASH FLOWS FROM OPERATING ACTIVITIES  
Net income$18,547 $15,229 
Adjustments to reconcile net income to net cash provided by operating activities:  
Gain on sales of loans originated for sale(31)(426)
Gain on sales of foreclosed assets held for resale, including writedowns(314) 
Earnings on investment in bank-owned life insurance(926)(690)
Loss on sales or calls of securities739  
(Gain) Loss on equity securities(5)257 
Restricted stock compensation expense317 243 
Depreciation and amortization1,734 1,834 
Provision for credit losses and provision for unfunded commitments221  
Net amortization of investment securities premiums936 1,140 
Decrease (Increase) in accrued interest receivable213 (518)
Increase (Decrease) in accrued interest payable240 (56)
Mortgage loans originated for sale(21,023)(23,470)
Proceeds from sales of loans originated for sale21,177 25,644 
Decrease (Increase) in other assets454 (4,442)
(Increase) Decrease in deferred tax expense(852)1,243 
Increase in other liabilities3,046 426 
Net Cash Provided by Operating Activities24,473 16,414 
CASH FLOWS FROM INVESTING ACTIVITIES  
Proceeds from calls/maturities of investment securities held to maturity416 1,907 
Proceeds from calls/maturities of investment securities available for sale19,246 27,950 
Proceeds from sales of investment securities available for sale78,624  
Proceeds from sales of equity securities591  
Purchase of investment securities available for sale (204,874)
Purchase of investment securities held to maturity (22,204)
(Purchase) Redemption of restricted investment in bank stocks(3,248)654 
Net increase in loans(36,509)(41,455)
Acquisition of insurance agency (7,800)
Capital expenditures(106)(720)
Proceeds from sales of premises and equipment 1,093 
Proceeds from sales of foreclosed real estate and assets held for sale2,296  
Net Cash Provided by (Used in) Investing Activities61,310 (245,449)
CASH FLOWS FROM FINANCING ACTIVITIES  
Net decrease in demand deposits(25,320)(39,461)
Net decrease in time certificates of deposits and interest bearing deposits(209,901)(23,155)
Net increase (decrease) in short-term borrowings9,749 (6,243)
Proceeds from long-term borrowings60,000 1,500 
Repayments on long-term borrowings (11,550)
Dividends paid(4,773)(4,521)
Common stock repurchased(29)(2,905)
Common stock issued373 853 
Net Cash Used in Financing Activities(169,901)(85,482)
Net Decrease in Cash and Cash Equivalents(84,118)(314,517)
CASH AND CASH EQUIVALENTS — BEGINNING168,161 710,131 
CASH AND CASH EQUIVALENTS — ENDING$84,043 $395,614 
Supplemental disclosures of cash flow information
Interest paid$1,800 $1,972 
Income taxes paid$4,800 $2,450 
Non-cash investing activities
Investments transferred from available for sale to held to maturity$ $39,683 
 The accompanying notes are an integral part of the consolidated financial statements.
6


ACNB CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation and Nature of Operations
 
ACNB Corporation (the Corporation or ACNB), headquartered in Gettysburg, Pennsylvania, provides banking, insurance, and financial services to businesses and consumers through its wholly-owned subsidiaries, ACNB Bank (Bank) and ACNB Insurance Services, Inc. The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its twenty-six community banking offices, including seventeen community banking office locations in Adams, Cumberland, Franklin and York Counties, Pennsylvania, and nine community banking office locations in Carroll and Frederick Counties, Maryland. There are also loan production offices situated in Lancaster and York, Pennsylvania, and Hunt Valley, Maryland.

ACNB Insurance Services, Inc. is a full-service insurance agency based in Westminster, Maryland, with additional locations in Jarrettsville, Maryland, and Gettysburg, Pennsylvania. The agency offers a broad range of property, casualty, health, life and disability insurance to both individual and commercial clients.

The Corporation’s primary sources of revenue are interest income on loans and investment securities and fee income on its products and services. Expenses consist of interest expense on deposits and borrowed funds, provisions for credit losses, and other operating expenses.
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly ACNB Corporation’s balance sheet and statement of income, comprehensive (loss) income, changes in stockholders’ equity, and cash flows. All such adjustments are of a normal recurring nature.
 
The accounting policies followed by the Corporation are set forth in Note A to the Corporation’s consolidated financial statements in the 2022 ACNB Corporation Annual Report on Form 10-K, filed with the SEC on March 3, 2023. It is suggested that the consolidated financial statements contained herein be read in conjunction with the consolidated financial statements and notes included in the Corporation’s Annual Report on Form 10-K. The results of operations for the three and six month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. Reclassifications had no material effect on prior year net income or stockholders’ equity.

The Corporation has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2023, for items that should potentially be recognized or disclosed in the consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

Newly adopted pronouncements in 2023:

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, universally referred to as Current Expected Credit Loss (CECL). The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today are still permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For smaller reporting companies, such as the Corporation, this standard (Topic 326) was effective as of January 1, 2023.

The Bank’s CECL Committee, which includes members from Credit Administration, Accounting/Finance, Risk Management and Internal Audit, has oversight by the Chief Executive Officer, Chief Financial Officer, and Chief Credit Officer. The Bank engaged a third-party to assist in developing the CECL model and to assist with evaluation of data and methodologies related to this standard.

7


As part of its process of adopting CECL, management implemented a third party software solution and determined appropriate loan segments, methodologies, model assumptions and qualitative components. The Bank’s CECL model includes portfolio loan segmentation based upon similar risk characteristics and both a quantitative and qualitative component of the calculation which incorporates a forecasting component of certain economic variables. The Bank’s implementation plan also includes the assessment and documentation of appropriate processes, policies and internal controls. Management had a third party independent consultant review and validate the CECL model.

In addition, Topic 326 amends the accounting for credit losses on certain debt securities. The Corporation did not record any allowance for credit losses on its debt securities as a result of adopting Topic 326.

The ultimate impact of adopting Topic 326, and at each subsequent reporting period, is highly dependent on credit quality, macroeconomic forecasts and conditions, composition of the loans and securities portfolio, along with other management judgments. The Corporation adopted Topic 326 using the modified retrospective method. Results for reporting periods beginning after January 1, 2023 are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

In connection with the adoption of Topic 326, the Corporation made changes to the loan portfolio segments to align with the methodology applied in determining the allowance under CECL. Refer to Note 8 — “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements for further discussion of these portfolio segments.

The adoption of Topic 326 resulted in a Day 1 adjustment of $3.3 million, including an increase to the allowance for credit losses (ACL) of $1.6 million and a $1.6 million reserve on unfunded loan commitments recorded in the liabilities section on the Consolidated Statements of Condition on January 1, 2023. As of January 1, 2023, the Corporation recorded a cumulative effect adjustment of $2.4 million to decrease retained earnings related to the adoption of Topic 326. Upon CECL adoption the Corporation elected to implement the regulatory agencies’ capital transition relief over the permissible three-year period. The following table illustrates the impact of Topic 326:
January 1, 2023
In thousandsAs Reported Under Topic 326Pre Topic 326Impact of Topic 326 Adoption
Allowance for Credit Losses on Loans:
   Commercial and industrial$(2,086)$(2,848)$762 
   Commercial real estate(11,122)(10,016)(1,106)
   Commercial real estate construction(2,347)(1,000)(1,347)
   Residential mortgage(3,326)(3,029)(297)
   Home equity lines of credit(364)(347)(17)
   Consumer(234)(376)142 
Unallocated (245)245 
Allowance for credit losses on loans$(19,479)$(17,861)$(1,618)
Assets:
Total Loans, net of allowance for credit losses$1,519,131 $1,520,749 $1,618 
   Net deferred tax asset18,452 17,718 734 
Liabilities:
   Allowance for unfunded commitments1,735 92 1,643 
Equity:
   Retained earnings242,674 245,042 2,368 

The ACL represents an amount which, in management’s judgment, is adequate to absorb expected losses on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for credit losses, which is recorded as a current period operating expense.

8


Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.

Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected losses in the loan portfolio can vary significantly from the amounts actually observed. While management uses available information to recognize expected losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.

The adoption of CECL accounting did not result in a significant change to any other credit risk management and monitoring processes, including identification of past due or delinquent borrowers, nonaccrual practices or charge-off policy.

The Corporation’s methodology for estimating the ACL includes:

Segmentation. The Corporation’s loan portfolio is segmented by loan types that have similar risk characteristics and behave similarly during economic cycles.

Specific Analysis. A specific reserve analysis is applied to certain individually evaluated loans. These loans are evaluated quarterly generally based on collateral value, observable market value or the present value of expected future cash flows. A specific reserve is established if the fair value is less than the loan balance. A charge-off is recognized when the loss is quantifiable. Individually evaluated loans not specifically analyzed reside in the Quantitative Analysis.

Quantitative Analysis. The Corporation elected to use Discounted Cash Flow (DCF) and chose unemployment rate as the driving factor of their economic forecasts. In regards to unemployment rates, the Corporation elected to forecast economic factors over the period of the next four quarters. The Corporation chose not to extend beyond four quarters given the inherent risks associated with forecasting. The Corporation utilizes relevant 3rd party forecasts as a basis and support for its own forecast. These forecasts are assumed to revert to the long-term average and utilized in the model to estimate the probability of default and loss given default through regression. The Corporation elected a reversion period of four quarters. The Corporation deemed four quarters to be a reasonable time period to ensure it did not include irrelevant information, but also not too short to introduce unnecessary volatility. Model assumptions include, but are not limited to the discount rate, prepayment speeds, funding rates, and curtailments. The product of the probability of default and the loss given default is the estimated loss rate, which varies over time. The estimated loss rate is applied within the appropriate periods in the cash flow model to determine the net present value. Net present value is also impacted by assumptions related to the duration between default and recovery. The reserve is based on the difference between the summation of the principal balances taking amortized costs into consideration and the summation of the net present values.

Qualitative Analysis. Based on management’s review and analysis of internal, external and model risks, management may adjust the model output. Management reviews the peaks and troughs of the model’s calibration, taking into account economic forecasts to develop guardrails that serve as the basis for determining the reasonableness of the model’s output and makes adjustments as necessary. This process challenges unexpected variability resulting from outputs beyond the model’s calibration that appear to be unreasonable. Additionally, management may adjust the economic forecast if it is incompatible with known market conditions based on management’s experience and perspective. The current expected losses of $1.6 million were recorded due to the adoption of CECL, which now incorporates the concept of lifetime losses. Between the Day 1 CECL model and the model ended June 30, 2023, a reduction in the current expected losses of $176,000 was recognized, which resulted in a total current expected loss balance of $19.1 million as of June 30, 2023.

Included in the allowance for unfunded commitments in the first quarter of 2023, was $1.6 million recorded upon Day 1 CECL adoption. Between the Day 1 CECL model and the model ended June 30, 2023, an additional $397,000 of provision was recognized, which resulted in a total allowance for unfunded commitments of $2.1 million at June 30, 2023.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 made certain targeted amendments specific to troubled debt restructurings (TDRs) by creditors and vintage disclosure related to gross write-offs. Upon adoption, the Corporation
9


is required to apply the loan and refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of an existing loan, rather than applying the recognition and measurement guidance for TDRs. The ASU also requires companies to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within scope of Subtopic 326-20. ASU 2022-02 is effective March 31, 2023, for entities that have adopted ASU 2016-13, otherwise effective date is the same as ASU 2016-13. The Corporation adopted ASU 2016-13 on January 1, 2023 and simultaneously implemented ASU 2022-02.

2.    Earnings Per Share and Restricted Stock
 
The Corporation has a simple capital structure. Basic earnings per share of common stock is computed based on
8,517,741 and 8,695,133 weighted average shares of common stock outstanding for the six months ended June 30, 2023 and 2022, respectively, and 8,512,145 and 8,705,994 for the three months ended June 30, 2023 and 2022, respectively. Diluted earnings per share of common stock is computed based on 8,541,423 and 8,695,133 weighted average shares of common stock outstanding for the six months ended June 30, 2023 and 2022, respectively, and 8,523,877 and 8,705,994 for the three months ended June 30, 2023 and 2022, respectively. At June 30, 2023 the Corporation had 35,500 unvested shares.

The ACNB Corporation 2009 Restricted Stock Plan expired by its own terms after 10 years on February 24, 2019. No further shares may be issued under this plan. Of the 200,000 shares of common stock authorized under this plan, 25,945 shares were issued. The remaining 174,055 shares were transferred to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.

On May 1, 2018, shareholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that are authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. As of June 30, 2023, 100,746 shares were issued under this plan, of which 65,246 were fully vested, none vested during the quarter, and the remaining 35,500 will vest over the next two years. The maximum number of shares that may yet be granted under this plan is 473,309.

Plan expense is recognized over the vesting period of the stock issued under both plans. $254,000 and $116,000 of compensation expenses related to the grants were recognized during the three months ended June 30, 2023 and 2022, respectively. $748,000 and $358,000 of compensation expenses related to the grants were recognized during the six months ended June 30, 2023 and 2022, respectively.

3.    Retirement Benefits
 
The components of net periodic benefit income related to the non-contributory, defined benefit pension plan for the three and six month periods ended June 30 were as follows:
 Three Months Ended June 30, Six Months Ended June 30,
In thousands2023202220232022
Service cost$124 $194 $248 $388 
Interest cost373 263 746 526 
Expected return on plan assets(663)(784)(1,326)(1,568)
Amortization of net loss98 101 196 203 
Net Periodic Benefit Income$(68)$(226)$(136)$(451)
 
The Corporation previously disclosed in its consolidated financial statements for the year ended December 31, 2022, that it had not yet determined the amount the Bank planned on contributing to the defined benefit plan in 2023. As of June 30, 2023, this contribution amount had still not been determined. Effective April 1, 2012, no inactive or former participant in the plan is eligible to again participate in the plan, and no employee hired after March 31, 2012, is eligible to participate in the plan. As of the last annual census, ACNB Bank had a combined 343 active, vested, terminated and retired persons in the plan.
 
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4.    Guarantees
 
The Corporation does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are written conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Corporation generally holds collateral and/or personal guarantees supporting these commitments. The Corporation had $17,997,000 in standby letters of credit as of June 30, 2023. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The current amount of the liability, as of June 30, 2023, for guarantees under standby letters of credit issued is not material.

5.     Accumulated Other Comprehensive Loss
 
The components of accumulated other comprehensive loss, net of taxes, are as follows:
In thousandsUnrealized Losses on SecuritiesPension
Liability
Accumulated Other
Comprehensive Loss
Ending Balance — December 31, 2022$(52,734)$(5,278)$(58,012)
Beginning balance — January 1, 2023$(52,734)$(5,278)$(58,012)
Amounts reclassified from accumulated other comprehensive loss, net of tax
Unrealized loss on available for sale securities, net of tax(1,255) (1,255)
Realized losses on securities, net of tax556  556 
Amortization of unrealized losses on securities transferred to held to maturity, net of tax487  487 
Amortization of pension net loss, transition liability and prior service cost, net of tax 172 172 
Unrecognized pension net gain, net of tax   
Net current period other comprehensive (loss) income(212)172 (40)
Ending Balance — June 30, 2023$(52,946)$(5,106)$(58,052)

6.    Segment Reporting
 
The Corporation has two reporting segments, the Bank and ACNB Insurance Services, Inc. ACNB Insurance Services, Inc., is managed separately from the banking segment, which includes the Bank and related financial services that the Corporation offers through its banking subsidiary. ACNB Insurance Services, Inc., offers a broad range of property and casualty, life, and health insurance to both commercial and individual clients.
11


Segment information for the six month periods ended June 30, 2023 and 2022, is as follows:
In thousandsBankingInsuranceTotal
2023   
Interest income and other income from external customers$53,558 $4,742 $58,300 
Interest expense2,040  2,040 
Depreciation and amortization expense1,312 422 1,734 
Income before income taxes22,401 1,075 23,476 
Total assets2,358,549 19,602 2,378,151 
Capital expenditures100 6 106 
2022
Interest income and other income from external customers$45,300 $4,008 $49,308 
Interest expense1,898 18 1,916 
Depreciation and amortization expense1,493 341 1,834 
Income before income taxes18,162 942 19,104 
Total assets2,663,184 19,978 2,683,162 
Capital expenditures703 17 720 
Segment information for the three month periods ended June 30, 2023 and 2022, is as follows:
In thousandsBankingInsuranceTotal
2023   
Interest income and other income from external customers$26,567 $2,840 $29,407 
Interest expense1,223  1,223 
Depreciation and amortization expense639 212 851 
Income before income taxes11,109 946 12,055 
Total assets2,358,549 19,602 2,378,151 
Capital expenditures48  48 
2022   
Interest income and other income from external customers$23,964 $2,808 $26,772 
Interest expense880 12 892 
Depreciation and amortization expense745 210 955 
Income before income taxes9,806 1,068 10,874 
Total assets2,663,184 19,978 2,683,162 
Capital expenditures383 6 389 

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7.    Securities
 
Amortized cost and fair value of securities at June 30, 2023, and December 31, 2022, were as follows:
 
In thousandsAmortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
SECURITIES AVAILABLE FOR SALE    
June 30, 2023    
U.S. Government and agencies$228,489 $ $29,659 $198,830 
Mortgage-backed securities271,698  33,408 238,290 
State and municipal    
Corporate bonds18,120  2,988 15,132 
 $518,307 $ $66,055 $452,252 
December 31, 2022    
U.S. Government and agencies$241,467 $ $30,468 $210,999 
Mortgage-backed securities327,535 342 32,159 295,718 
State and municipal15,235 196 196 15,235 
Corporate bonds33,404 15 1,817 31,602 
 $617,641 $553 $64,640 $553,554 
Amortized
Cost
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
Fair
Value
SECURITIES HELD TO MATURITY    
June 30, 2023    
Mortgage-backed securities$2,864 $ $186 $2,678 
State and municipal62,062  6,607 55,455 
$64,926 $ $6,793 $58,133 
December 31, 2022    
Mortgage-backed securities$3,279 $ $194 $3,085 
State and municipal61,698  6,705 54,993 
$64,977 $ $6,899 $58,078 
 
Fair value of equity securities with readily determinable fair values at June 30, 2023 and December 31, 2022, are as follows:
In thousands
Fair Value at January 1, 2023
PurchasesSales/reclassificationGainsLosses on sales of securities
Fair Value at June 30, 2023
June 30, 2023
CRA Mutual Fund$915 $ $ $ $ $915 
Canapi Ventures SBIC Fund206  206    
Stock in other banks598  592 5 11  
$1,719 $ $798 $5 $11 $915 

13


In thousands
Fair Value at January 1, 2022
PurchasesSalesGainsLosses
Fair Value at December 31, 2022
December 31, 2022
CRA Mutual Fund$1,036 $ $ $ $121 $915 
Canapi Ventures SBIC Fund 206    206 
Stock in other banks1,573  811 13 177 598 
$2,609 $206 $811 $13 $298 $1,719 

The following table shows the Corporation’s investments’ gross unrealized and unrecognized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2023, and December 31, 2022:
 
 Less than 12 Months12 Months or MoreTotal
In thousandsFair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
SECURITIES AVAILABLE FOR SALE      
June 30, 2023      
U.S. Government and agencies$ $ $198,830 $29,659 $198,830 $29,659 
Mortgage-backed securities14,612 891 223,678 32,517 238,290 33,408 
State and municipal      
Corporate bonds2,377 373 12,755 2,615 15,132 2,988 
$16,989 $1,264 $435,263 $64,791 $452,252 $66,055 
December 31, 2022      
U.S. Government and agencies$25,426 $1,461 $185,573 $29,007 $210,999 $30,468 
Mortgage-backed securities221,249 19,362 63,145 12,797 284,394 32,159 
State and municipal6,229 196   6,229 196 
Corporate bonds24,337 1,217 5,250 600 29,587 1,817 
 $277,241 $22,236 $253,968 $42,404 $531,209 $64,640 
Less than 12 Months12 Months or MoreTotal
Fair
Value
Unrecognized
Losses
Fair
Value
Unrecognized
Losses
Fair
Value
Unrecognized
Losses
SECURITIES HELD TO MATURITY
June 30, 2023
Mortgage-backed securities$ $ $2,678 $186 $2,678 $186 
State and municipal285  55,170 6,607 55,455 6,607 
$285 $ $57,848 $6,793 $58,133 $6,793 
December 31, 2022
Mortgage-backed securities$3,085 $194 $ $ $3,085 $194 
State and municipal38,086 3,875 16,907 2,830 54,993 6,705 
$41,171 $4,069 $16,907 $2,830 $58,078 $6,899 

All mortgage-backed security investments are government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA)
14


or Federal Home Loan Mortgage Corporation (FHLMC), which guarantee the timely payment of principal on these investments.

The Corporation adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” on January 1, 2023 and did not record an allowance for credit losses on its investment securities during the quarter ended June 30, 2023. The Corporation regularly reviews debt securities for expected credit loss using both qualitative and quantitative criteria, as necessary, based on the composition of the portfolio at period end. Management sells securities from its available for sale portfolio in an effort to manage and allocate the portfolio.
 
Amortized cost and fair value at June 30, 2023, by contractual maturity, where applicable, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay with or without penalties. Securities not due at a single maturity date are shown separately.
 
 Available for SaleHeld to Maturity
In thousandsAmortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
1 year or less$ $ $285 $285 
Over 1 year through 5 years161,885 144,664 380 359 
Over 5 years through 10 years80,151 65,766 17,005 15,738 
Over 10 years4,573 3,532 44,392 39,073 
Mortgage-backed securities271,698 238,290 2,864 2,678 
 $518,307 $452,252 $64,926 $58,133 

The proceeds from sales of securities and the associated gains and losses are listed below:
Three Months Ended June 30,Six Months Ended June 30,
In thousands2023202220232022
Proceeds$32,235 $ $79,215 $ 
Gross gains15  243  
Gross losses561  982  

At June 30, 2023, and December 31, 2022, securities with a carrying value of $247,854,000 and $342,180,000, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements, and for other purposes.

8.    Loans and Allowance for Credit Losses
 
The following table presents the composition of the loan portfolio as of June 30, 2023, and December 31, 2022:
 
In thousandsJune 30, 2023December 31, 2022
Commercial and industrial$158,537 $178,762 
Commercial real estate873,787 821,805 
Commercial real estate construction73,951 80,470 
Residential mortgage372,819 362,098 
Home equity lines of credit85,019 84,141 
Consumer9,704 11,334 
Total Loans$1,573,817 $1,538,610 

15


The following table presents nonaccrual loans as of June 30, 2023, and December 31, 2022: 

In thousandsJune 30, 2023December 31, 2022
Commercial and industrial$744 $781 
Commercial real estate1,601 1,873 
Commercial real estate construction  
Residential mortgage343  
Home equity lines of credit202  
 $2,890 $2,654 

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at June 30, 2023 and December 31, 2022, totaled $569,000 and $1,101,000, respectively.

No additional funds are committed to be advanced in connection with individually evaluated loans.

Loan Modifications

On January 1, 2023, the Corporation adopted the accounting guidance in ASU 2022-02, which eliminates the recognition and measurement of troubled debt restructurings (TDRs). Due to the removal of the TDR designation, the Corporation evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the above. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.
As of June 30, 2023, the Corporation had no modified loans or any commitments to lend any additional funds on modified loans. As of June 30, 2023, the Corporation had no loans that defaulted during the period and had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification. For purposes of this disclosure, a default occurs when, within 12 months of the original modification, either a full or partial charge-off occurs or the loan becomes 90 days or more past due.

Allowance for credit losses

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, universally referred to as Current Expected Credit Loss (CECL). The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today are still permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. For smaller reporting companies, such as the Corporation, this standard (Topic 326) was effective as of January 1, 2023.

The Corporation maintains an allowance for credit losses (ACL) at a level determined to be adequate to absorb expected credit losses associated with the Corporation’s financial instruments over the life of those instruments as of the balance sheet date. The Corporation develops and documents a systematic ACL methodology based on the following portfolio segments: 1) Commercial and Industrial, 2) Commercial Real Estate, 3) Commercial Real Estate Construction, 4) Residential Mortgage, and 5) Home Equity Lines of Credit. The Corporation’s loan portfolio is segmented by loan types that have similar risk characteristics and behave similarly during economic cycles. The segmentation in the CECL model is different from the segmentation in the Incurred Loss Model, however there was minimal impact on the presentation of the financial statement disclosures. The following is a discussion of the key risks by portfolio segment that management assesses in preparing the ACL.

Commercial and Industrial Lending — The Corporation originates commercial and industrial loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory,
16


and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and may be renewed annually.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum values have been established by the Corporation and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals, etc.
 
In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Corporation’s analysis.
 
Commercial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.
 
Commercial Real Estate Lending — The Corporation engages in commercial real estate lending in its primary market area and surrounding areas. The Corporation’s commercial loan portfolio is secured primarily by commercial retail space, office buildings, and hotels. Generally, commercial real estate loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property, and are typically secured by personal guarantees of the borrowers.
 
In underwriting these loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Corporation are performed by independent appraisers.
 
Commercial real estate loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral.
 
Commercial Real Estate Construction Lending — The Corporation engages in commercial real estate construction lending in its primary market area and surrounding areas. The Corporation’s commercial real estate construction lending consists of commercial and residential site development loans, as well as commercial building construction and residential housing construction loans.
 
The Corporation’s commercial real estate construction loans are generally secured with the subject property. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates, estimated time to complete, etc.
 
In underwriting commercial real estate construction loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate construction loans originated by the Corporation are performed by independent appraisers.
 
Commercial real estate construction loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the uncertainties surrounding total construction costs.
 
Residential Mortgage Lending — One-to-four family residential mortgage loan originations, including home equity closed-end loans, are generated by the Corporation’s marketing efforts, its present customers, walk-in customers, and referrals. These loans originate primarily within the Corporation’s market area or with customers primarily from the market area.
 
The Corporation offers fixed-rate and adjustable-rate mortgage loans with terms up to a maximum of 30 years for both permanent structures and those under construction. The Corporation’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. The majority of the Corporation’s residential mortgage loans originate with a loan-to-value of 80% or less. Loans in excess of 80% are required to have private mortgage insurance.
 
17


In underwriting one-to-four family residential real estate loans, the Corporation evaluates both the borrower’s financial ability to repay the loan as agreed and the value of the property securing the loan. Properties securing real estate loans made by the Corporation are appraised by independent appraisers. The Corporation generally requires borrowers to obtain an attorney’s title opinion or title insurance, as well as fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Corporation has not engaged in subprime residential mortgage originations.

Residential mortgage loans are subject to risk due primarily to general economic conditions, as well as periods of weak housing markets.
 
Home Equity Lines of Credit Lending — The Corporation originates home equity lines of credit primarily within the Corporation’s market area or with customers primarily from the market area. Home equity lines of credit are generated by the Corporation’s marketing efforts, its present customers, walk-in customers, and referrals.
 
Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years. In underwriting home equity lines of credit, the Corporation evaluates both the value of the property securing the loan and the borrower’s financial ability to repay the loan as agreed. The ability to repay is determined by the borrower’s employment history, current financial condition, and credit background.
 
Home equity lines of credit generally present a moderate level of risk due primarily to general economic conditions, as well as periods of weak housing markets.
 
Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a higher security position in the case of foreclosure liquidation of collateral to extinguish the debt. Generally, foreclosure actions could become more prevalent if the real estate markets are weak and property values deteriorate.

Consumer Lending — The Corporation offers a variety of secured and unsecured consumer loans, including those for vehicles and mobile homes and loans secured by savings deposits. These loans originate primarily within the Corporation’s market area or with customers primarily from the market area.
 
Consumer loan terms vary according to the type and value of collateral and the creditworthiness of the borrower. In underwriting consumer loans, a thorough analysis of the borrower’s financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial condition, and credit background.
 
Consumer loans may entail greater credit risk than residential mortgage loans or home equity lines of credit, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

Credit Quality Indicators:

The Corporation’s portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Corporation’s internal credit risk grading system is based on debt service coverage, collateral values and other subjective factors. Mortgage and consumer loans are defaulted to a pass grade until a loan migrates to past due status.

Special Mention – Considered “Other Assets Especially Mentioned”, these loans are currently protected, but are potentially weak. Loans in this rating category constitute an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. The credit risk may be relatively minor, yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan.

Substandard – Loans in this category are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank
18


will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual loans classified as substandard.

Doubtful – Loans in this category have all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to strengthen the credit, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-related loans.

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The following table presents loan balances by year of origination and internally assigned risk rating for ACNB’s portfolio segments as of June 30, 2023:
In thousands202320222021202020192018 and PriorRevolvingTotal
Commercial and industrial
Pass$3,061 $26,848 $39,180 $16,865 $14,949 $25,763 $26,949 $153,615 
Special Mention118 388 344 514 174 613 1,387 3,538 
Substandard8 19  20 13 820 504 1,384 
Doubtful        
Total Commercial and industrial$3,187 $27,255 $39,524 $17,399 $15,136 $27,196 $28,840 $158,537 
Year-to-date gross charge-offs$ $ $ $ $ $29 $ $29 
Commercial real estate
Pass$72,354 $147,795 $144,506 $67,743 $72,227 $321,050 $14,273 $839,948 
Special Mention174 4,781 1,382 1,548 4,922 15,107 686 28,600 
Substandard    544 4,695  5,239 
Doubtful        
Total Commercial real estate$72,528 $152,576 $145,888 $69,291 $77,693 $340,852 $14,959 $873,787 
Year-to-date gross charge-offs$ $ $ $ $ $ $ $ 
Commercial real estate construction
Pass$9,045 $43,769 $7,420 $1,016 $342 $3,781 $7,251 $72,624 
Special Mention 477  93  757  1,327 
Substandard        
Doubtful        
Total Commercial real estate construction$9,045 $44,246 $7,420 $1,109 $342 $4,538 $7,251 $73,951 
Year-to-date gross charge-offs$ $ $ $ $ $ $ $ 
Residential mortgage
Pass$33,241 $75,302 $57,348 $32,870 $20,680 $146,279 $289 $366,009 
Special Mention480 84 713 412 708 3,438  5,835 
Substandard     975  975 
Doubtful        
Total Residential Mortgage$33,721 $75,386 $58,061 $33,282 $21,388 $150,692 $289 $372,819 
Year-to-date gross charge-offs$ $ $ $ $ $ $ $ 
Home equity lines of credit
Pass$939 $40 $ $ $99 $4,515 $78,107 $83,700 
Special Mention     36 782 818 
Substandard     501  501 
Doubtful        
Total Home equity lines of credit$939 $40 $ $ $99 $5,052 $78,889 $85,019 
Year-to-date gross charge-offs$ $ $ $ $ $ $ $ 
Consumer
Pass$1,389 $3,130 $971 $740 $362 $1,331 $1,755 $9,678 
Special Mention        
Substandard      26 26 
Doubtful        
Total Consumer$1,389 $3,130 $971 $740 $362 $1,331 $1,781 $9,704 
Year-to-date gross charge-offs$5 $62 $32 $7 $16 $48 $ $170 
Total Portfolio loans
Pass$120,029 $296,884 $249,425 $119,234 $108,659 $502,719 $128,624 $1,525,574 
Special Mention772 5,730 2,439 2,567 5,804 19,951 2,855 40,118 
Substandard8 19  20 557 6,991 530 8,125 
Doubtful        
Total Portfolio loans$120,809 $302,633 $251,864 $121,821 $115,020 $529,661 $132,009 $1,573,817 
Year-to-date gross charge-offs$5 $62 $32 $7 $16 $77 $ $199 

20


The following table presents the recorded investment in loan classes by internally assigned risk ratings and loan classes by performing and nonperforming status as of December 31, 2022:
In thousandsCommercial
and
Industrial
Commercial
Real Estate
Commercial
Real Estate
Construction
Residential
Mortgage
Home Equity
Lines of
Credit
ConsumerTotal
December 31, 2022
Pass$173,437 $786,711 $78,652 $356,081 $83,044 $11,334 $1,489,259 
Special Mention4,035 29,540 1,818 5,803 712  41,908 
Substandard1,290 5,554  214 385  7,443 
Doubtful       
Loss       
Total Portfolio Loans$178,762 $821,805 $80,470 $362,098 $84,141 $11,334 $1,538,610 
Performing Loans$177,981 $819,932 $80,470 $361,393 $83,643 $11,334 $1,534,753 
Nonperforming Loans781 1,873  705 498  3,857 
Total Portfolio Loans$178,762 $821,805 $80,470 $362,098 $84,141 $11,334 $1,538,610 
The following table presents loan balances by year of origination and performing and nonperforming status for ACNB’s portfolio segments as of June 30, 2023:
In thousands202320222021202020192018 and PriorRevolvingTotal
Commercial and industrial
Performing$3,187 $27,255 $39,524 $17,399 $15,136 $26,956 $28,336 $157,793 
Nonperforming     240 504 744 
Total Commercial and industrial3,187 27,255 39,524 17,399 15,136 27,196 28,840 158,537 
Commercial real estate
Performing72,528 152,576 145,888 69,291 77,369 339,575 14,959 872,186 
Nonperforming    324 1,277  1,601 
Total Commercial real estate72,528 152,576 145,888 69,291 77,693 340,852 14,959 873,787 
Commercial real estate construction
Performing9,045 44,246 7,420 1,109 342 4,538 7,251 73,951 
Nonperforming        
Total Commercial real estate construction9,045 44,246 7,420 1,109 342 4,538 7,251 73,951 
Residential mortgage
Performing33,721 75,386 58,061 33,282 21,388 149,704 289 371,831 
Nonperforming     988  988 
Total Residential Mortgage33,721 75,386 58,061 33,282 21,388 150,692 289 372,819 
Home equity lines of credit
Performing939 40   99 4,726 78,889 84,693 
Nonperforming     326  326 
Total Home equity lines of credit939 40   99 5,052 78,889 85,019 
Consumer
Performing1,389 3,130 971 740 362 1,331 1,781 9,704 
Nonperforming        
Total Consumer1,389 3,130 971 740 362 1,331 1,781 9,704 
Total Portfolio loans
Performing120,809 302,633 251,864 121,821 114,696 526,830 131,505 1,570,158 
Nonperforming    324 2,831 504 3,659 
Total Portfolio loans$120,809 $302,633 $251,864 $121,821 $115,020 $529,661 $132,009 $1,573,817 
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The following tables present the classes of the loan portfolio summarized by the past due status as of June 30, 2023, and December 31, 2022:

In thousands30–59 Days Past Due60–89 Days
Past Due
>90 Days
Past Due
Total Past
Due
CurrentTotal Loans
Receivable
Loans
Receivable
>90 Days
and
Accruing
June 30, 2023
Commercial and industrial$ $126 $161 $287 $158,250 $158,537 $ 
Commercial real estate419 198  617 873,170 873,787  
Commercial real estate construction113 18  131 73,820 73,951  
Residential mortgage47  988 1,035 371,784 372,819 645 
Home equity lines of credit596 123 124 843 84,176 85,019 124 
Consumer63 27  90 9,614 9,704  
Total Loans$1,238 $492 $1,273 $3,003 $1,570,814 $1,573,817 $769 

In thousands30–59 Days Past Due60–89 Days
Past Due
>90 Days
Past Due
Total Past
Due
CurrentTotal Loans
Receivable
Loans
Receivable
>90 Days
and
Accruing
December 31, 2022
Commercial and industrial$287 $ $162 $449 $178,313 $178,762 $ 
Commercial real estate2,026 350 255 2,631 819,174 821,805  
Commercial real estate construction24   24 80,446 80,470  
Residential mortgage2,969 970 705 4,644 357,454 362,098 705 
Home equity lines of credit438 117 498 1,053 83,088 84,141 498 
Consumer155 80  235 11,099 11,334  
Total Loans$5,899 $1,517 $1,620 $9,036 $1,529,574 $1,538,610 $1,203 

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The following table summarizes information relative to individually evaluated loans by loan portfolio class as of June 30, 2023 and December 31, 2022:
 
 Individually Evaluated Loans with AllowanceIndividually Evaluated  Loans with
No Allowance
In thousandsRecorded InvestmentRelated
Allowance
Recorded InvestmentRelated
Allowance
June 30, 2023  
Commercial and industrial$744 $647 $ $ 
Commercial real estate324 184 1,277  
Commercial real estate construction    
Residential mortgage  343  
Home equity lines of credit  202  
 $1,068 $831 $1,822 $ 
December 31, 2022
Commercial and industrial$781 $628 $ $ 
Commercial real estate350 192 4,984  
Commercial real estate construction    
Residential mortgage    
Home equity lines of credit    
$1,131 $820 $4,984 $ 

A loan is considered individually evaluated when it is transferred to nonaccrual status. During the three and six months ended June 30, 2023, no material amount of interest income was recognized on individually evaluated loans subsequent to their classification as individually evaluated loans.

The adoption of Topic 326 resulted in certain acquired and purchase credit impaired loans being added to the individually evaluated loan category and a prior troubled debt restructured loan was moved to performing status due to loan repayment history.

The following table presents the amortized cost basis of individually evaluated loans as of June 30, 2023. Changes in the fair value of the collateral for individually evaluated loans are reported as provision for credit losses or a reversal of provision for credit losses in the period of change.

June 30, 2023
Type of Collateral
In thousandsBusiness AssetsReal Estate
Commercial and industrial$744 $ 
Commercial real estate 1,601 
Commercial real estate construction  
Residential mortgage 343 
Home equity lines of credit 202 
Consumer  
Total$744 $2,146 







23


The following tables summarize the allowance for credit losses and allowance for loan losses and recorded investment in loans receivable:
In thousandsCommercial
and
Industrial
Commercial
Real Estate
Commercial
Real Estate
Construction
Residential
Mortgage
Home Equity
Lines of
Credit
ConsumerUnallocatedTotal
AS OF AND FOR THE PERIOD ENDED JUNE 30, 2023
      
Allowance for Credit Losses       
Beginning balance - April 1, 2023$2,105 $11,032 $2,465 $3,366 $379 $138 $ $19,485 
Charge-offs     (82) (82)
Recoveries9     9  18 
Provisions (credits)(173)696 (580)(291)9 66  (273)
Ending balance - June 30, 2023$1,941 $11,728 $1,885 $3,075 $388 $131 $ $19,148 
Beginning balance - January 1, 2023$2,848 $10,016 $1,000 $3,029 $347 $376 $245 $17,861 
Impact of CECL adoption(762)1,106 1,347 297 17 (142)(245)$1,618 
Charge-offs(29)    (170) (199)
Recoveries10     34  44 
Provisions (credits)(126)606 (462)(251)24 33  (176)
Ending balance - June 30, 2023$1,941 $11,728 $1,885 $3,075 $388 $131 $ $19,148 
Ending balance: individually evaluated for impairment
$647 $184 $ $ $ $ $ $831 
Ending balance: collectively evaluated for impairment
$1,294 $11,544 $1,885 $3,075 $388 $131 $ $18,317 
Loans Receivable        
Ending balance$158,537 $873,787 $73,951 $372,819 $85,019 $9,704 $ $1,573,817 
Ending balance: individually evaluated for impairment
$744 $1,601 $ $343 $202 $ $ $2,890 
Ending balance: collectively evaluated for impairment
$157,793 $872,186 $73,951 $372,476 $84,817 $9,704 $ $1,570,927 
AS OF AND FOR THE PERIOD ENDED JUNE 30, 2022
      
Allowance for Loan Losses        
Beginning balance - April 1, 2022$3,280 $10,625 $666 $3,082 $426 $385 $499 $18,963 
Charge-offs(34)  (3) (1) (38)
Recoveries5   5  8  18 
Provisions (credits)(135)214 152 115 (30)35 (351) 
Ending balance - June 30, 2022$3,116 $10,839 $818 $3,199 $396 $427 $148 $18,943 
Beginning balance - January 1, 2022$3,176 $10,716 $616 $3,235 $501 $408 $381 $19,033 
Charge-offs(97)  (3) (20) (120)
Recoveries15   5  10  30 
Provisions (credits)22 123 202 (38)(105)29 (233) 
Ending balance - June 30, 2022$3,116 $10,839 $818 $3,199 $396 $427 $148 $18,943 
Ending balance: individually evaluated for impairment
$742 $832 $ $ $ $ $ $1,574 
Ending balance: collectively evaluated for impairment
$2,374 $10,007 $818 $3,199 $396 $427 $148 $17,369 
Loans Receivable        
Ending balance$177,115 $818,117 $69,120 $348,475 $83,589 $13,376 $ $1,509,792 
Ending balance: individually evaluated for impairment
$895 $7,000 $ $ $ $ $ $7,895 
Ending balance: collectively evaluated for impairment
$176,220 $811,117 $69,120 $348,475 $83,589 $13,376 $ $1,501,897 
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In thousandsCommercial
and
Industrial
Commercial
Real Estate
Commercial
Real Estate
Construction
Residential
Mortgage
Home Equity
Lines of
Credit
ConsumerUnallocatedTotal
AS OF DECEMBER 31, 2022       
Allowance for Loan Losses        
Ending balance$2,848 $10,016 $1,000 $3,029 $347 $376 $245 $17,861 
Ending balance: individually evaluated for impairment
$628 $192 $ $ $ $ $ $820 
Ending balance: collectively evaluated for impairment
$2,220 $9,824 $1,000 $3,029 $347 $376 $245 $17,041 
Loans Receivable        
Ending balance$178,762 $821,805 $80,470 $362,098 $84,141 $11,334 $ $1,538,610 
Ending balance: individually evaluated for impairment
$781 $5,334 $ $ $ $ $ $6,115 
Ending balance: collectively evaluated for impairment
$177,981 $816,471 $80,470 $362,098 $84,141 $11,334 $ $1,532,495 

9.    Fair Value Measurements
 
Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective reporting dates and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end.
 
Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.
 
Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.
 
This guidance further clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.
 
Fair value measurement and disclosure guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
 
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
 
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
 
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An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

For assets measured at fair value, the fair value measurements by level within the fair value hierarchy, and the basis of measurement used at June 30, 2023, and December 31, 2022, are as follows:
June 30, 2023
In thousandsBasisTotalLevel 1Level 2Level 3
U.S. Government and agencies $198,830 $ $198,830 $ 
Mortgage-backed securities 238,290  238,290  
State and municipal     
Corporate bonds 15,132  15,132  
Total securities available for saleRecurring$452,252 $ $452,252 $ 
Equity securities with readily determinable fair valuesRecurring$915 $915 $ $ 
Individually evaluated loansNonrecurring$237 $ $ $237 
 
December 31, 2022
In thousandsBasisTotalLevel 1Level 2Level 3
U.S. Government and agencies $210,999 $ $210,999 $ 
Mortgage-backed securities 295,718  295,718  
State and municipal 15,235  15,235  
Corporate bonds 31,602  31,602  
Total securities available for saleRecurring$553,554 $ $553,554 $ 
Equity securities with readily determinable fair valuesRecurring$1,719 $1,719 $ $ 
Collateral dependent impaired loansNonrecurring$3,773 $ $ $3,773 

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Corporation has utilized Level 3 inputs to determine fair value:
Quantitative Information about Level 3 Fair Value Measurements
Dollars in thousandsFair Value EstimateValuation TechniqueUnobservable InputRangeWeighted Average
June 30, 2023
Individually evaluated loans$237 Appraisal of collateral(a)Appraisal adjustments(b)
 (10) – (50)%
(91)%
December 31, 2022
Impaired loans$3,773 Appraisal of collateral(a)Appraisal adjustments(b)
(10) – (50)%
(48)%
(a) Fair value is generally determined through management’s estimate or independent third-party appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable.

(b) Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal. Higher downward adjustments are caused by negative changes to the collateral or conditions in the real estate market, actual offers or sales contracts received, and/or age of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful. 

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The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of June 30, 2023:
June 30, 2023
In thousandsCarrying AmountFair ValueLevel 1Level 2Level 3
Financial assets:
Cash and due from banks$24,898 $24,898 $6,620 $18,278 $ 
Interest-bearing deposits with banks59,145 59,145 59,145   
Equity securities with readily determinable fair values915 915 915   
Debt securities available for sale452,252 452,252  452,252  
Securities held to maturity64,926 58,133  58,133  
Loans held for sale
     
Loans, less allowance for credit losses1,554,669 1,485,588   1,485,588 
Accrued interest receivable6,702 6,702  6,702  
Restricted investment in bank stocks4,877 N/A N/A 
Financial liabilities:
Demand deposits and savings1,752,296 1,752,296  1,752,296  
Time deposits211,458 197,480  197,480  
Short-term sweep accounts26,703 26,453  26,453  
Short & long-term borrowings85,000 85,350  85,350  
Trust preferred and subordinated debt21,000 17,962  17,962  
Accrued interest payable291 291  291  
Off-balance sheet financial instruments     

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The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of December 31, 2022:
December 31, 2022
In thousandsCarrying AmountFair ValueLevel 1Level 2Level 3
Financial assets:
Cash and due from banks$40,067 $40,067 $6,977 $33,090 $ 
Interest-bearing deposits with banks128,094 128,094 128,094   
Equity securities with readily determinable fair values1,719 1,719 1,719   
Debt securities available for sale553,554 553,554  553,554  
Securities held to maturity64,977 58,078  58,078  
Loans held for sale123 123  123  
Loans, less allowance for credit losses1,520,749 1,458,556   1,458,556 
Accrued interest receivable6,915 6,915  6,915  
Restricted investment in bank stocks1,629 1,629  1,629  
Financial liabilities:
Demand deposits and savings1,905,845 1,905,845  1,905,845  
Time deposits293,130 276,182  276,182  
Short-term sweep accounts41,954 41,954  41,954  
Short & long-term borrowings     
Trust preferred and subordinated debt21,000 18,648  18,648  
Accrued interest payable51 51  51  
Off-balance sheet financial instruments     

10.    Deposits

The following table presents the composition of deposits at the dates presented:
In thousandsJune 30, 2023December 31, 2022
Noninterest-bearing demand$569,729 $595,049 
Interest-bearing checking, savings, and money markets1,182,567 1,310,796 
Certificates of deposit of $250,000 or less177,475 241,562 
Certificates of deposit greater than $250,00033,983 51,568 
Total$1,963,754 $2,198,975 

All deposit accounts are insured by the FDIC up to the maximum amount allowed by law. The Dodd-Frank Act, signed into law on July 21, 2010, makes permanent the $250,000 limit for federal deposit insurance and the coverage limit applies per depositor, per insured depository institution for each account ownership.

Certificates of deposit maturing as of June 30, 2023 are as follows:
In thousands
3 months or less$54,402 
Over 3 months through 12 months103,444 
Over 1 year through 3 years47,242 
Over 3 years6,370 
Total$211,458 

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11.    Borrowings

The Corporation had short-term debt outstanding as follows:
In thousandsJune 30, 2023December 31, 2022
Securities sold under repurchase agreements$26,703 $41,954 
FHLB advance25,000  
$51,703 $41,954 

Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next-day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount at least equal to the outstanding balance. The short-term FHLB advance matures in 2023 with a fixed interest rate of 5.63%.

The Corporation had long-term debt outstanding as follows:
In thousandsJune 30, 2023December 31, 2022
FHLB advances$60,000 $ 
Trust preferred subordinated debt6,000 6,000 
Subordinated debt15,000 15,000 
$81,000 $21,000 

The long-term FHLB advances mature between 2027 and 2028 and have a weighted average rate of 4.40%, with a prepayment penalty. The advances are collateralized by the assets defined in the security agreement and FHLB capital stock. Based on this collateral and ACNB’s holding of FHLB stock, ACNB is eligible to borrow up to $813,925,000, of which $728,692,000 is available at June 30, 2023.

The trust preferred subordinated debt is comprised of debt securities issued by Frederick County Bancorp, Inc. (FCBI) in December 2006 and assumed by ACNB Corporation through the acquisition. FCBI completed the private placement of an aggregate of $6,000,000 of trust preferred securities. The interest rate on the subordinated debentures is currently adjusted quarterly to 163 basis points over three-month LIBOR. The debenture has a provision for when LIBOR is no longer available. On June 15, 2023, the most recent interest rate reset date, the interest rate was adjusted to 7.18% for the period ending September 14, 2023. The trust preferred securities mature on December 15, 2036, and may be redeemed at par, at the Corporation’s option, on any interest payment date. The proceeds were transferred to FCBI as trust preferred subordinated debt under the same terms and conditions. The Corporation then contributed the full amount to the Bank in the form of Tier 1 capital. The Corporation has, through various contractual agreements, fully and unconditionally guaranteed all of the trust obligations with respect to the capital securities.

On March 30, 2021, ACNB Corporation (the Company) entered into Subordinated Note Purchase Agreements (Purchase Agreements) with certain institutional accredited investors and qualified institutional buyers (the Purchasers) pursuant to which the Company sold and issued $15.0 million in aggregate principal amount of its 4.00% fixed-to-floating rate subordinated notes due March 31, 2031 (the Notes). The Notes will bear interest at a fixed rate of 4.00% per year, from and including March 30, 2021 to, but excluding, March 31, 2026 or earlier redemption date. From and including March 31, 2026 to, but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current 90-day average Secured Overnight Financing Rate (SOFR) plus 329 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than the 90-day average SOFR. The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company used the net proceeds it received from the sale of the Notes to retire outstanding debt of the Company, repurchase issued and outstanding shares of the Company, support general corporate purposes, underwrite growth opportunities, create an interest reserve for the Notes, and downstream proceeds to ACNB Bank (the Bank), to be used by the Bank to continue to meet regulatory capital requirements, increase the regulatory lending ability of the Bank, and support the Bank’s organic growth initiatives. The Notes have a stated maturity of March 31, 2031, are redeemable by the Company at its option, in whole or in part, on or after March 30, 2026, and at any time upon the occurrences of certain events.

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12. Recently issued but not effective Accounting Pronouncements

ASU 2020-04

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”. The ASU provided optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendment only applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The ASU is effective as of March 12, 2020 through December 31, 2022.

Furthermore, in December 2022, the FASB issued ASU 2022-06, “Deferral of the Sunset Date of Reference Rate Reform (Topic 848)”. This ASU extends the sunset date of ASC Topic 848 (Reference Rate Reform) to December 31, 2024, in response to the United Kingdom’s Financial Conduct Authority (FCA) extension of the intended cessation date of LIBOR in the United States.

The Corporation evaluated the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s consolidated financial condition or results of operations.
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ACNB CORPORATION
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
INTRODUCTION AND FORWARD-LOOKING STATEMENTS
 
Introduction
 
The following is management’s discussion and analysis of the significant changes in the financial condition, results of operations, comprehensive income, capital resources, and liquidity presented in its accompanying consolidated financial statements for ACNB Corporation (the Corporation or ACNB), a financial holding company. Please read this discussion in conjunction with the consolidated financial statements and disclosures included herein. Current performance does not guarantee, assure or indicate similar performance in the future.
 
Forward-Looking Statements
 
In addition to historical information, this Form 10-Q may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of Management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as national, regional and local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: short-term and long-term effects of inflation and rising costs on the Corporation, customers and economy; the continuing banking instability caused by the recent failures and continuing financial uncertainty of various banks which may adversely impact the Corporation and its securities and loan values, deposit stability, capital adequacy, financial condition, operations, liquidity, and results of operations; effects of governmental and fiscal policies, as well as legislative and regulatory changes; effects of new laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and their application with which the Corporation and its subsidiaries must comply; impacts of the capital and liquidity requirements of the Basel III standards; effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short-term and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; effects of economic conditions particularly with regard to the negative impact of any pandemic, epidemic or health-related crisis and the responses thereto on the operations of the Corporation and current customers, specifically the effect of the economy on loan customers’ ability to repay loans; effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; inflation, securities market and monetary fluctuations; risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; effects of technology changes; effects of general economic conditions and more specifically in the Corporation’s market areas; failure of assumptions underlying the establishment of reserves for credit losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism or geopolitical instability; disruption of credit and equity markets; ability to manage current levels of impaired assets; loss of certain key officers; ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect Management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the Securities and Exchange Commission, including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the Securities and Exchange Commission.


31



 
CRITICAL ACCOUNTING POLICIES
 
The accounting policies that the Corporation’s management deems to be most important to the portrayal of its financial condition and results of operations, and that require management’s most difficult, subjective or complex judgment, often result in the need to make estimates about the effect of such matters which are inherently uncertain. The following policies are deemed to be critical accounting policies by management:
 
The allowance for credit losses (ACL) represents an amount which, in management’s judgment, is adequate to absorb expected credit losses on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for credit losses, which is recorded as a current period operating expense.

Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.

Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes in the interest rate environment which may directly impact prepayment and curtailment rate assumption, and changes in the financial condition of borrowers.

 
RESULTS OF OPERATIONS
 
Quarter ended June 30, 2023, compared to Quarter ended June 30, 2022
 
Executive Summary
 
Net income for the three months ended June 30, 2023 was $9,524,000 compared to a net income of $8,630,000 for the comparable quarter of last year, an increase of $894,000 or 10.4%. Basic and diluted earnings per share for the three months ended June 30, 2023 and 2022 were $1.12 and $0.99, respectively, a 13.1% increase. The increase in net income for the second quarter of 2023 was driven primarily by an increase in net interest income.

Net Interest Income 

Net interest income totaled $21,990,000 for the three months ended June 30, 2023 compared to $19,804,000 for the comparable quarter of last year, an increase of $2,186,000, or 11.0%. The increase in net interest income can be attributed to a higher net interest margin driven primarily by higher interest rates and a shift to higher-yielding assets. The fully taxable equivalent (FTE) net interest margin for the three months ended June 30, 2023 was 4.11%, a 96 basis points increase from 3.15% for the comparable quarter of last year. Paycheck Protection Program (PPP) fees and purchase accounting accretion totaled $250,000 for the three months ended June 30, 2023 compared to $1,011,000 for the three months ended June 30, 2022. There were no PPP fees for the three months ended June 30, 2023 compared to $482,000 for the comparable quarter of last year.

Average earning assets declined year-over-year driven primarily by cash balances decreasing attributed to anticipated deposit outflows as market rates increased in 2022 and 2023. However, interest income increased by $2,517,000 for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 driven primarily by higher interest rates and a shift to higher-yielding assets. The average yield on earnings assets was 4.33% for the three months ended June 30, 2023, an increase of 104 basis points from the comparable quarter of last year. Interest expense increased by $331,000 for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 driven primarily by an increase in short term and long term borrowings to fund loan growth and deposit outflows. The average rate paid on interest bearing deposits was 0.13% for the three months ended June 30, 2023, a decrease of 2 basis points from the comparable quarter of last year.
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Provision for Credit Losses & Unfunded Commitments

Effective January 1, 2023, the Corporation adopted Accounting Standards Update 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” referred to as the current expected credit loss model (CECL). This accounting standard requires that credit losses for financial assets and off-balance-sheet credit exposures be measured based on expected credit losses, rather than on incurred credit losses as in prior periods. The Corporation recorded a net decrease to retained earnings of $2.4 million net of tax as of January 1, 2023 for the cumulative effect of adopting Topic 326.

Based on the forward-looking metrics utilized within the CECL model, combined with the current market environment applied to the Bank’s loan portfolio, the provision for credit losses for the three months ended June 30, 2023 was $(273,000), and the provision for unfunded commitments was $121,000 compared to no provision for the comparable quarter of last year. The determination of the provisions was a result of the analysis of the adequacy of the allowances for credit losses and unfunded commitments calculations. Each quarter, the Corporation assesses risks and reserves required compared with the balances in the allowance for credit losses and unfunded commitments.

Other Income

Total other income was $6,194,000 for the three months ended June 30, 2023, up $118,000, or 1.9%, from the comparable quarter of last year. Income from fiduciary, investment management and brokerage activities increased $163,000, or 20.0%, driven primarily by strong market returns and new business generation. Income from mortgage loans held for sale decreased by $131,000, or 90.3%, primarily attributable to a decline in mortgage activity as a result of an increase in the current rate environment. Earnings on investment in bank-owned life insurance increased by $121,000 driven primarily by additional purchases of insurance with a cash surrender value of $12,200,000 during the second half of 2022 and higher net annualized yield on the investments. A net loss of $546,000 was recognized on the sales of securities during the second quarter of 2023, and no securities were sold during the second quarter of 2022. A $15,000 net loss on equity securities was recognized during the second quarter of 2023 compared to a $148,000 net loss during the comparable quarter of last year. Other income in the three months ended June 30, 2023, was up by $71,000, or 32.1%, to $292,000 primarily from fee income derived on excess liquidity and fee income from letter of credit origination. During the three months ended June 30, 2023, three previously closed community banking offices were sold for a gain of $323,000.

Other Expenses

Other expenses for the quarter ended June 30, 2023 were $16,281,000 an increase of $1,275,000, or 8.5%, from the comparable quarter of last year. The largest expense is salaries and employee benefits, which increased by $510,000, or 5.5%, from the comparable quarter of last year. The increase in salaries and employee benefits expense was driven primarily by a $308,000 increase in base wages, an increase in stock-based compensation expense of $138,000, a $157,000 increase in pension expense, and an increase in the Bank’s salary continuation plan expense of $149,000 partially offset by a $112,000 reduction in the extended leave reserve expense and a $200,000 increase in higher net deferred expenses for new loan originations due to strong loan growth. Net occupancy expense increased by $63,000, or 6.7%, during the period driven primarily by a discrete expense for new flooring at a community banking office and an overall increase in expense for ongoing maintenance. Equipment expense increased by $96,000, or 6.3%, driven primarily by expenses related to ACNB Bank’s core processing system as well as ongoing expenses related to the new loan origination system that was implemented in late 2022. Professional services expense totaled $601,000 during the second quarter of 2023 as compared to $430,000 for the comparable quarter of last year, an increase of $171,000, or 39.8%. The increase in professional services expense was driven primarily by additional expenses related to employee recruiting, legal and consulting services for various projects within the organization. Marketing and corporate relations expenses were $159,000 for the second quarter of 2023 compared to $67,000 for the comparable quarter of last year. The increase was driven by $72,000 in expenses related to the rebranding of ACNB Bank’s Maryland banking divisions. Supplies and postage expense increased by 1.5% due to variation in the timing of necessary replenishments. Other operating expenses increased $435,000, or 29.4%, driven primarily by a loss of $142,000 as a result of writing off an investment in a title agency, a mark-to-market loss of $83,000 related to a Small Business Investment Company (“SBIC”) fund, an increase in costs for the Bank’s internet banking activity of $60,000, a $43,000 increase to loan-related insurance costs, and an increase in fraud losses.

Provision for Income Taxes
 
The Corporation recognized income taxes of $2,531,000, or 21.0% of pretax income, during the second quarter of 2023 compared to $2,244,000, or 20.6% of pretax income, during the comparable quarter in 2022. Any variances from the federal
33


statutory rate of 21% are generally due to tax-free income, which includes interest income on tax-free loans and investment securities and income from life insurance policies, federal income tax credits, and the impact of non-tax deductible expense. In addition, both years include Maryland corporation income taxes. Low-income housing tax credits were $4,000 and $70,000 for the three months ended June 30, 2023 and 2022, respectively.

Six Months ended June 30, 2023, compared to Six Months ended June 30, 2022
 
Executive Summary
 
Net income for the six months ended June 30, 2023, was $18,547,000 compared to $15,229,000 for the comparable period in 2022, an increase of $3,318,000 or 21.8%. Basic and diluted earnings per share for the six month period in 2023 was $2.18 and $2.17, respectively, and $1.75 for both basic and diluted earnings per share for the comparable period of last year. The higher net income for the six months ended June 30, 2023 was driven primarily by increases in net interest income and, to a lesser extent, other income.

Net Interest Income
 
Net interest income totaled $45,082,000 for the six months ended June 30, 2023 compared to $36,857,000 for the comparable period of last year, an increase of $8,225,000, or 22.3%. The increase in net interest income was primarily a result of higher interest rates and a shift to higher-yielding assets. The FTE net interest margin for the first six months of 2023 was 4.16%, a 124 basis points increase from 2.92% for the comparable period of last year. Year-to-date, PPP fees and purchase accounting accretion totaled $624,000 compared to $2,071,000 for the comparable period of last year. PPP fees were $8,000 for the six months ended June 30, 2023 compared to $950,000 for the comparable period of last year.

Average earning assets declined year-over-year driven primarily by cash balances decreasing attributed to anticipated deposit outflows as market rates increased in 2022 and 2023. However, interest income increased by $8,349,000 for the six months ended June 30, 2023 compared to the comparable period of last year driven by higher interest rates and a shift into higher yielding assets. The average yield on earnings assets increased to 4.35% for the six months ended June 30, 2023 compared to 3.07% for the comparable period of last year, an increase of 128 basis points. Interest expense increased by $124,000 for the six months ended June 30, 2023 compared to the comparable period of last year driven by an increase in short-term and long-term borrowings. The average rate paid on interest-bearing deposits was 0.13% for the six months ended June 30, 2023 a decrease of 3 basis points as compared to 0.16% for the comparable period of last year.

Provision for Credit Losses & Unfunded Commitments

Based on the forward-looking metrics utilized within the CECL model, combined with the current market environment applied to the Bank’s loan portfolio, the provision for credit losses for the first six months of 2023 was $(176,000), and the provision for unfunded commitments was $397,000 compared to no provision for the comparable period of last year. The determination of the provisions was a result of the analysis of the adequacy of the allowances for credit losses and unfunded commitments calculations. Each quarter, the Corporation assesses risks and reserves required compared with the balances in the allowance for credit losses and unfunded commitments.
 
Other Income

Total other income was $11,178,000 for the six months ended June 30, 2023, up $643,000, or 6.1%, from the first six months of 2022. At the Corporation’s wholly-owned insurance subsidiary, ACNB Insurance Services, Inc., commissions from insurance sales was up by $734,000, or 18.3%, to $4,742,000 during the period primarily due to the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022 and higher contingent income. Income from fiduciary, investment management and brokerage activities totaled $1,819,000 for the six months ended June 30, 2023, as compared to $1,626,000 for the first six months of 2022, a 11.9% net increase driven primarily by strong market returns and new business generation. Income from mortgage loans held for sale decreased by $395,000, or 92.7%, due to less mortgage activity as a result of an increase in the current rate environment. Earnings on bank-owned life insurance increased by $236,000, or 34.2%, driven primarily by additional purchases of insurance with a cash surrender value of $12,200,000 during the second half of 2022 and higher net annualized yield on the investments. A net loss of $739,000 was recognized on the sales of securities during the first six months of 2023, and no securities were sold during the first six months of 2022. A $5,000 net gain on equity securities was recognized during the first six months of 2023 compared to a $257,000 net loss during the first six months of 2022. Other income in the six months ended June 30, 2023, was up by $3,000, or 0.7%, to $463,000 due to a variety of other fee income variances. During the six months ended June 30, 2023, three previously closed community banking offices were sold for a gain of $323,000.
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Other Expenses

Other expenses for the six months ended June 30, 2023 were $32,563,000, an increase of $4,275,000, or 15.1%, from the first six months of 2022. The increase was driven primarily by increases in salaries & benefits, professional services, equipment and other expenses. The largest expense is salaries and employee benefits, which increased by $3,393,000, or 20.1%, when comparing the first six months of 2023 to the comparable period of last year. The increase in salaries and employee benefits expense was driven primarily by a partial reversal of incentive compensation of $750,000 and a reversal of $484,000 of net deferred loan expense in the first quarter of 2022 as well as an increase in stock-based compensation expense of $390,000, an increase in pension expense of $314,000, higher extended leave reserve expense of $101,000, an increase in Bank’s salary continuation plan expense of $245,000 and a general increase in base wages. Equipment expense increased by $185,000, or 6.1%, driven primarily by expenses related to ACNB Bank’s core processing system as well as ongoing expenses related to the new loan origination system that was implemented in late 2022. Professional services expense totaled $983,000 during the first six months of 2023 compared to $739,000 for the comparable period of last year, an increase of $244,000 or 33.0%. The increase in professional expenses was a result of additional expenses related to the transition of the Corporation’s independent audit firm, higher expenses for consulting services for various projects within the organization and higher expenses for employee recruiting. Marketing and corporate relations expenses were $313,000 for the first six months of 2023 compared to $170,000 for the comparable period of last year. The increase was driven by $176,000 in expenses related to the rebranding of ACNB Bank’s Maryland banking divisions. Supplies and postage expense increased by 7.4% due to variation in the timing of necessary replenishments. Other operating expenses increased $486,000, or 16.6%, driven primarily by a loss of $142,000 as a result of writing off an investment in a title agency, a mark-to-market loss of $83,000 related to an SBIC fund, an increase in costs for the Bank’s internet banking activity of $88,000 and $100,000 of increased loan-related and general purpose insurance costs.

Provision for Income Taxes
 
The Corporation recognized income taxes of $4,929,000, or 21.0% of pretax income, during the first six months of 2023, as compared to $3,875,000, or 20.3% of pretax income, during the comparable period of last year. Any variances from the federal statutory rate of 21% in the respective periods are generally due to tax-free income, which includes interest income on tax-free loans and investment securities and income from life insurance policies, federal income tax credits, and the impact of non-tax deductible expense. In addition, both years include Maryland corporation income taxes. Low-income housing tax credits were 7,000 and $140,000 for the six months ended June 30, 2023 and 2022, respectively.


FINANCIAL CONDITION
 
Assets totaled $2,378,151,000 at June 30, 2023 compared to $2,525,507,000 at December 31, 2022. The decrease from December 31, 2022 was driven primarily by a reduction in cash and cash equivalents to fund deposit outflows driven by customers beginning to seek higher yielding alternative deposit and investment products as market interest rates rose during 2022 and 2023 and a reduction in available for sale securities due to general balance sheet and interest rate risk management. Total loans outstanding were $1,573,817,000 at June 30, 2023 compared to $1,538,610,000 at December 31, 2022. Loans increased by $35,207,000, or 2.29%, from December 31, 2022 to June 30, 2023, primarily from strong loan growth in the second quarter of 2023. Total securities were $518,093,000 at June 30, 2023 compared to $620,250,000 at December 31, 2022, a decrease of 16.5%. Total deposits were $1,963,754,000 at June 30, 2023. Deposits decreased by $235,221,000, or 10.7%, since December 31, 2022. Total borrowings were $132,703,000 at June 30, 2023. Total borrowings increased by $69,749,000 or 110.8%, since December 31, 2022 to fund deposit outflows and loan growth.

Investment Securities
 
ACNB uses investment securities to generate interest and dividend income, manage interest rate risk, provide collateral for certain funding products, and provide liquidity. The investment portfolio is comprised of U.S. Government and agency, mortgage-backed, state and municipal, and corporate securities. These securities provide the appropriate characteristics with respect to credit quality, yield and maturity relative to the management of the overall balance sheet.
 
At June 30, 2023, the securities balance included a net unrealized loss on available for sale securities of $52,946,000, net of taxes, on amortized cost of $518,307,000 versus a net unrealized loss of $52,734,000, net of taxes, on amortized cost of $617,641,000 at December 31, 2022, and a net unrealized loss of $37,613,000, net of taxes, on amortized cost of $572,948,000 at June 30, 2022. These balances include unamortized, unrealized losses of $2,525,000, $3,012,000, and $3,467,000 as of each
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respective period end which resulted from the transfer of approximately $39.7 million securities from available for sale to held-to-maturity during the second quarter of 2022. The change in fair value of available for sale securities was a result of an increase in market interest rates in 2022 and 2023. The changes in value are deemed to be related solely to changes in market interest rates as the credit quality of the portfolio remained strong.

At June 30, 2023, the securities balance included held to maturity securities with an amortized cost of $64,926,000 and a fair value of $58,133,000 as compared to an amortized cost of $64,977,000 and a fair value of $58,078,000 at December 31, 2022. During the second quarter of 2022, approximately $39.7 million of municipal securities were transferred from available for sale to held to maturity to mitigate the unrealized loss on available for sale securities. The held to maturity securities also include U.S. government pass-through mortgage-backed securities in which the full payment of principal and interest is guaranteed.

The Corporation does not own investments consisting of pools of Alt-A or subprime mortgages, private label mortgage-backed securities, or trust preferred investments.

During 2022, the Corporation deployed excess liquidity by moving approximately $250,000,000 from cash and cash equivalents into higher-yielding securities. These new purchases were consistent with the current investment portfolio, but with higher yields to enhance the net interest margin and net interest income in future quarters. Purchases were primarily in government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA) or Federal Home Loan Mortgage Corporation (FHLMC), which guarantee the timely payment of principal on these investments.

The fair values of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1) or by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses independent service providers to provide matrix pricing. Please refer to Note 7 — “Securities” in the Notes to Consolidated Financial Statements for more information on the security portfolio and Note 9 — “Fair Value Measurements” in the Notes to Consolidated Financial Statements for more information about fair value.

Loans
 
Loans outstanding increased by $64,025,000, or 4.2%, at June 30, 2023 from June 30, 2022, and increased by $35,207,000, or 2.3%, from December 31, 2022, to June 30, 2023. The increase in loans from June 30, 2022 and December 31, 2022 is largely attributable to growth in the commercial lending portfolio. Total commercial purpose segments increased $25,238,000, or 2.3%, as compared to December 31, 2022. Commercial loans are spread among diverse categories that include municipal governments/school districts, commercial real estate, commercial real estate construction, and commercial and industrial. Residential real estate mortgage lending increased by $10,721,000, or 3.0%, as compared to December 31, 2022. Non-real estate secured consumer loans comprise 0.6% of the portfolio, with automobile-secured loans representing less than 0.1% of the portfolio.

Most of the Corporation’s lending activities are with customers located within the Bank’s market area of southcentral Pennsylvania and northern Maryland. Included in total loans are loans made to lessors of non-residential properties that total $463,898,000, or 29.5% of total loans, at June 30, 2023. These borrowers are geographically dispersed throughout ACNB’s marketplace and are leasing commercial properties to a varied group of tenants including medical offices, retail space, and other commercial purpose facilities. Because of the varied nature of the tenants, in aggregate, management believes that these loans present an acceptable risk when compared to commercial loans in general. ACNB does not originate or hold Alt-A or subprime mortgages in its loan portfolio. For more information please see Note 8 — “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements.
 
Allowance for Credit Losses & Asset Quality
 
The allowance for credit losses at June 30, 2023, was $19,148,000, or 1.22% of total loans as compared to $17,861,000, or 1.16% of loans, at December 31, 2022. As of January 1, 2023, upon adoption of ASU 2016-13, the allowance for credit losses was $19,479,000, or 1.27% of total loans. The increase from year-end was primarily driven by the adoption of CECL as shown in the table below. For more information please see Note 8 — “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements.

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Changes in the allowance for credit losses were as follows:
 
In thousandsSix Months Ended June 30, 2023Year Ended
December 31, 2022
Beginning balance – January 1$17,861 $19,033 
Impact of CECL adoption1,618 — 
Provisions charged to operations(176)— 
Recoveries on charged-off loans44 114 
Loans charged-off(199)(1,286)
Ending balance$19,148 $17,861 

Loans past due 90 days and still accruing were $769,000 and nonaccrual loans were $2,890,000 as of June 30, 2023. Loans past due 90 days and still accruing were $848,000 at June 30, 2022, while nonaccrual loans were $4,378,000. Loans past due 90 days and still accruing were $1,203,000 at December 31, 2022, while nonaccrual loans were $2,654,000.

Information on nonaccrual loans, by collateral type rather than loan class, at June 30, 2023, as compared to December 31, 2022, is as follows:

Dollars in thousandsNumber of
Credit
Relationships
BalanceSpecific Loss
Allocations
Current
Year
Charge-Offs
LocationOriginated
June 30, 2023      
Owner occupied commercial real estate7$1,944 $184 $ In market2012 - 2020
Commercial and industrial3744 647  In market2017 - 2018
Home equity line of credit1202   In market2016
Total11$2,890 $831 $   
December 31, 2022      
Owner occupied commercial real estate5$1,772 $192 $— In market2012 - 2019
Investment/rental residential real estate1101 — — In market2016
Commercial and industrial2781 628 — In market2017 - 2018
Total8$2,654 $820 $—   
 
All nonaccrual loans are to borrowers located within the market area served by the Corporation in southcentral Pennsylvania and northern Maryland. All nonaccrual individually evaluated loans were originated by ACNB’s banking subsidiary.

Premises and Equipment

On January 12, 2022, ACNB Bank announced plans to build a full-service community banking office to serve the Upper Adams area of Adams County, PA. The Upper Adams Office opened in October 2022 and, as a result, three community banking offices were consolidated into the new community banking office. Two of the former community banking offices were subsequently transferred to Assets Held for Sale at fair market value. Also, as part of the Bank’s branch optimization program, in the third quarter of 2022, the Bank announced the planned closure of three additional community banking offices effective December 2022. As a result, two of the former community banking offices were transferred to Assets Held for Sale at fair market value. During the six months ended June 30, 2023, the Bank sold three community banking offices for a net gain on sale of $323,000 which was recorded as a gain on assets held for sale in the Statement of Income. The remaining community banking office building held for sale has a carrying value of $1,418,000 at June 30, 2023.

Foreclosed Assets Held for Resale
 
The carrying value of real estate acquired through foreclosure was $467,000 which was comprised of one property at June 30,
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2023. This same property was recorded in foreclosed assets held for resale as of December 31, 2022. All acquired properties are actively marketed.

Deposits
 
ACNB relies on deposits as a primary source of funds for lending activities with total deposits of $1,963,754,000 as of June 30, 2023. Deposits decreased by $400,019,000, or 16.9%, from June 30, 2022, to June 30, 2023, and decreased by $235,221,000, or 10.7%, from December 31, 2022, to June 30, 2023. The decrease in deposits were in interest bearing and non-interest bearing deposits, and was a result of customers seeking higher yielding alternative investment or deposit products as market interest rates rose during 2022 and 2023. Historically, deposits vary between quarters mostly reflecting different levels held by local companies, government units and school districts during different times of the year. Despite the decline in deposits in 2023, the loan-to-deposit ratio was 80.14% at June 30, 2023.

ACNB’s deposit pricing function employs a disciplined pricing approach based upon liquidity needs and alternative funding rates, but also strives to price deposits to be competitive with relevant local competition, including local government investment trusts, credit unions and larger regional banks. Given the Corporation’s funding level, the Corporation made a decision to restrain deposit rates and thereby moderate deposit costs in 2022 and into 2023 despite an increase in market interest rates and an increase in rates by competitors. Interest bearing deposit costs for the second quarter of 2023 were 0.13% compared to 0.15% for the second quarter of 2022. The ratio of uninsured and non-collateralized deposits to total deposits was approximately 18.1% at June 30, 2023.
 
Borrowings
 
Short-term borrowings are comprised primarily of securities sold under agreements to repurchase and short-term borrowings from the FHLB. As of June 30, 2023, short-term Bank borrowings were $51,703,000, as compared to $41,954,000 at December 31, 2022. Agreements to repurchase are within the commercial and local government customer base and have attributes similar to core deposits. Investment securities are pledged in sufficient amounts to collateralize these agreements. Compared to year-end 2022, repurchase agreement balances were down $15,251,000, or 36.4%, due to changes in the cash flow position of ACNB’s commercial and local government customer base and lack of competition from non-bank sources. There were $25,000,000 in short-term FHLB borrowings at June 30, 2023 and none at December 31, 2022. Short-term FHLB borrowings are used to even out Bank funding from seasonal and daily fluctuations in the deposit base. During the quarter, the bank borrowed $25,000,000 from the FHLB at a fixed rate of 5.63% for a term of 3 months.

Long-term borrowings consist of longer-term advances from the FHLB that provides term funding for loan assets, and Corporate borrowings that were acquired or originated in regards to the acquisitions and to refund or extend such Corporation borrowings. Long-term borrowings totaled $81,000,000 at June 30, 2023, versus $21,000,000 at December 31, 2022. During the quarter, the bank borrowed $35,000,000 from the FHLB at a fixed rate of 4.23% for a term of 5.0 years to fund deposit outflows and loan growth. Further borrowings will be used when necessary for a variety of risk management and funding purposes. Please refer to the Liquidity discussion below for more information on the Corporation’s ability to borrow.

Capital
 
ACNB’s capital management strategies have been developed to provide an appropriate rate of return, in the opinion of management, to shareholders, while maintaining its “well-capitalized” regulatory position in relationship to its risk exposure. 

The primary source of additional capital to ACNB is earnings retention, which represents net income less dividends declared. During the first six months of 2023, ACNB earned $18,547,000 and paid dividends of $4,773,000 for a dividend payout ratio of 25.7%. During the first six months of 2022, ACNB earned $15,229,000 and paid dividends of $4,521,000 for a dividend payout ratio of 29.7%.

On October 24, 2022, the Corporation announced that the Board of Directors approved on October 18, 2022, a new plan to repurchase, in open market and privately negotiated transactions, up to 255,575, or approximately 3%, of the outstanding shares of the Corporation’s common stock. This new common stock repurchase program replaces and supersedes any and all earlier announced repurchase plans. As of June 30, 2023, 850 shares of common stock have been repurchased under this new plan.

ACNB Corporation has a Dividend Reinvestment and Stock Purchase Plan that provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate
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in the plan. Year-to-date June 30, 2023, 11,415 shares were issued under this plan with proceeds in the amount of $373,000. Year-to-date June 30, 2022, 11,119 shares were issued under this plan with proceeds in the amount of $367,000.

On March 30, 2021, the Corporation issued $15,000,000 of subordinated debt in order to pay off existing higher rate debt, to potentially repurchase ACNB common stock and to use for inorganic growth opportunities. Otherwise, the $15,000,000 of subordinated debt qualifies as Tier 2 capital at the Holding Company level, but can be transferred to the Bank where it qualifies as Tier 1 Capital. The debt has a 4.00% fixed-to-floating rate and a stated maturity of March 31, 2031. The debt is redeemable by the Corporation at its option, in whole or in part, on or after March 30, 2026, and at any time upon occurrences of certain unlikely events such as receivership insolvency or liquidation of ACNB or ACNB Bank.

The Corporation has trust preferred subordinated debt that was assumed by ACNB Corporation through the acquisition of Frederick County Bancorp, Inc. (FCBI). FCBI completed the private placement of an aggregate of $6,000,000 of trust preferred securities. The interest rate on the subordinated debentures is currently adjusted quarterly to 163 basis points over three-month LIBOR. The debenture has a provision for when LIBOR is no longer available. On June 15, 2023 the most recent interest rate reset date, the interest rate was adjusted to 7.18% for the period ending September 14, 2023. The trust preferred securities mature on December 15, 2036, and may be redeemed at par, at the Corporation’s option, on any interest payment date. The $6,000,000 of trust preferred subordinated debt qualifies as Tier 1 capital.

ACNB is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on ACNB. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, ACNB must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and reclassifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Management believes, as of June 30, 2023, and December 31, 2022, that ACNB’s banking subsidiary met all minimum capital adequacy requirements to which it is subject and is categorized as “well capitalized” for regulatory purposes. There are no subsequent conditions or events that management believes have changed the banking subsidiary’s category.
 
Regulatory Capital Changes

In July 2013, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The phase-in period for community banking organizations began January 1, 2015, while larger institutions (generally those with assets of $250 billion or more) began compliance effective January 1, 2014. The final rules call for the following capital requirements:

a minimum ratio of common Tier 1 capital to risk-weighted assets of 4.5%;

a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%;

a minimum ratio of total capital to risk-weighted assets of 8.0%; and,

a minimum leverage ratio of 4.0%.

In addition, the final rules established a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations.

The Corporation calculated regulatory capital ratios as of June 30, 2023, and confirmed no material impact on the capital, operations, liquidity, and earnings of the Corporation and the banking subsidiary from the changes in the regulations.
 
Risk-Based Capital

In December 2018, the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard. The Corporation adopted CECL effective January 1, 2023 and elected to implement the capital transition relief over the permissible three-year period.

In 2019, the federal banking agencies issued a final rule to provide an optional simplified measure of capital adequacy for qualifying community banking organizations, including the community bank leverage ratio (CBLR) framework. Generally,
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under the CBLR framework, qualifying community banking organizations with total assets of less than $10 billion, and limited amounts of off-balance sheet exposures and trading assets and liabilities, may elect whether to be subject to the CBLR framework if they have a CBLR of greater than 9% (subsequently reduced to 8% as a COVID-19 relief measure). Qualifying community banking organizations that elect to be subject to the CBLR framework and continue to meet all requirements under the framework would not be subject to risk-based or other leverage capital requirements and, in the case of an insured depository institution, would be considered to have met the well capitalized ratio requirements for purposes of the FDIC’s Prompt Corrective Action framework. The CBLR framework was available for banks to use in their March 31, 2020 Call Report. The Corporation has performed changes to capital adequacy and reporting requirements within the quarterly Call Report, and it opted out of the CBLR framework.
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The capital ratios are as follows:
 Actual1For Capital Adequacy Purposes2To Be Well Capitalized
Under Prompt
Corrective Action
Regulations
June 30, 2023
Tier 1 leverage ratio (to average assets)
ACNB Corporation11.79 %4.00 %N/A
ACNB Bank10.93 %4.00 %5.00 %
Common Tier 1 capital ratio (to risk-weighted assets)
ACNB Corporation15.38 %4.50 %N/A
ACNB Bank14.99 %4.50 %6.50 %
Tier 1 risk-based capital ratio (to risk-weighted assets)
ACNB Corporation15.72 %6.00 %N/A
ACNB Bank14.99 %6.00 %8.00 %
Total risk-based capital ratio
ACNB Corporation17.67 %8.00 %N/A
ACNB Bank16.07 %8.00 %10.00 %
March 31, 2023
Tier 1 leverage ratio (to average assets)
ACNB Corporation11.09 %4.00 %N/A
ACNB Bank10.32 %4.00 %5.00 %
Common Tier 1 capital ratio (to risk-weighted assets)
ACNB Corporation15.21 %4.50 %N/A
ACNB Bank14.84 %4.50 %6.50 %
Tier 1 risk-based capital ratio (to risk-weighted assets)
ACNB Corporation15.56 %6.00 %N/A
ACNB Bank14.84 %6.00 %8.00 %
Total risk-based capital ratio
ACNB Corporation17.56 %8.00 %N/A
ACNB Bank15.96 %8.00 %10.00 %
December 31, 2022
Tier 1 leverage ratio (to average assets)
ACNB Corporation9.91 %4.00 %N/A
ACNB Bank9.50 %4.00 %5.00 %
Common Tier 1 capital ratio (to risk-weighted assets)
ACNB Corporation15.00 %4.50 %N/A
ACNB Bank14.68 %4.50 %6.50 %
Tier 1 risk-based capital ratio (to risk-weighted assets)
ACNB Corporation15.36 %6.00 %N/A
ACNB Bank14.68 %6.00 %8.00 %
Total risk-based capital ratio
ACNB Corporation17.32 %8.00 %N/A
ACNB Bank15.76 %8.00 %10.00 %

1 The June 30, 2023 and March 31, 2023 capital ratios for ACNB Corporation are estimated.
2 Ratios do not include capital conservation buffer.
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Liquidity
 
Effective liquidity management ensures the cash flow requirements of depositors and borrowers as well as the operating cash needs of ACNB are met. ACNB’s funds are available from a variety of sources, including assets that are readily convertible such as interest bearing deposits with banks, maturities and repayments from the securities portfolio, scheduled repayments of loans receivable, the core deposit base, the ability to raise brokered deposits, and the ability to borrow from, including but not limited to, the FHLB, Federal Reserve Discount Window and other contingent sources. 

ACNB manages liquidity by monitoring projected cash inflows and outflows on a daily basis, and believes it has sufficient funding sources to maintain sufficient liquidity under varying degrees of business conditions for liquidity and capital resource requirements for all material short- and long-term cash requirements from known contractual and other obligations.

At June 30, 2023, ACNB’s banking subsidiary could borrow approximately $813,925,000 from the FHLB, of which $728,692,000 was available. At June 30, 2023, ACNB’s banking subsidiary could borrow approximately $3,681,000 from the Discount Window, of which the full amount was available. The underlying collateral at the Discount Window is made up of investment securities held in a joint-custody account under the Corporation’s name.

A new Federal Reserve lending facility, named the Bank Term Funding Program, was enacted in March 2023 that provides banks the ability to borrow on the par value of certain investment securities used to collateralize the account. As of June 30, 2023, ACNB’s banking subsidiary could borrow approximately $222,000,000 from the Bank Term Funding Program, of which the full amount was available.

ACNB’s banking subsidiary maintains several unsecured Fed Funds lines with correspondent banks. As of June 30, 2023, Fed Funds line capacity at the banking subsidiary was $75,000,000, of which the full amount was available. In 2018, ACNB Corporation executed a guaranty for a note related to a $1,500,000 commercial line of credit from a local bank, with normal terms and conditions for such a line, for ACNB Insurance Services, Inc., the borrower and a wholly-owned subsidiary of ACNB Corporation. The commercial line of credit is for general working capital needs as they arise and did not have any outstanding balance as of June 30, 2023. ACNB Corporation maintains a $5,000,000 unsecured line of credit with a correspondent bank. The line of credit remains at full capacity as of June 30, 2023.

Another source of liquidity is securities sold under repurchase agreements to customers of ACNB’s banking subsidiary totaling approximately $26,703,000 and $41,954,000 at June 30, 2023, and December 31, 2022, respectively. These agreements vary in balance according to the cash flow needs of customers and competing accounts at other financial organizations.

The liquidity of the parent company also represents an important aspect of liquidity management. The parent company’s cash outflows consist principally of dividends to shareholders and corporate expenses. The main source of funding for the parent company is the dividends it receives from its subsidiaries. Federal and state banking regulations place certain legal restrictions and other practicable safety and soundness restrictions on dividends paid to the parent company from the subsidiary bank.

Off-Balance Sheet Arrangements
 
The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and, to a lesser extent, standby letters of credit. At June 30, 2023, the Corporation had unfunded outstanding commitments to extend credit of $435,533,000 and outstanding standby letters of credit of $17,997,000. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements.

Market Risks
 
During March and April 2023 three significant bank failures occurred (Silicon Valley Bank, Signature Bank and First Republic Bank). This was and continues to be accompanied by financial instability at certain additional banks. These bank failures and bank instabilities have created and may continue to create market and other risks, for all financial institutions and banks, including ACNB. These risks include, but are not limited to:

market risk and loss of confidence in the financial services sector, and/or specific banks;

deterioration of securities and loan portfolios;
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deposit volatility and/or reductions with higher volumes and occurring over shorter periods of time;

increased liquidity demand and utilization of sources of liquidity; and,

interest rate volatility and abrupt, sudden and greater than usual rate changes.

These factors individually, or in any combination, could materially and adversely affect:

financial condition;

operations and results thereof; and,

stock price.

In addition, the previously mentioned bank failures and instabilities may result in an increase of FDIC deposit insurance premiums and/or result in special FDIC deposit insurance assessments, which may adversely affect the Corporation’s financial condition, operations, results thereof or stock price.

The Corporation cannot predict the impact, timing or duration of such events.

Financial institutions can be exposed to several market risks that may impact the value or future earnings capacity of the organization. These risks involve interest rate risk, foreign currency exchange risk, commodity price risk, and equity market price risk. ACNB’s primary market risk is interest rate risk. Interest rate risk is inherent because, as a financial institution, ACNB derives a significant amount of its operating revenue from “purchasing” funds (customer deposits and wholesale borrowings) at various terms and rates. These funds are then invested into earning assets (primarily loans and investments) at various terms and rates.

RECENT LEGAL AND REGULATORY DEVELOPMENTS
 
Management has reviewed the recent development sections that were previously disclosed in the Annual Report on Form 10-K for the fiscal period ended December 31, 2022. There are no material changes in the recent legal and regulatory development section as previously disclosed in the recent developments section on the Form 10-K.

SUPERVISION AND REGULATION
 
Dividends
 
ACNB is a legal entity separate and distinct from its subsidiary bank. ACNB’s revenues, on a parent company only basis, result primarily from dividends paid to the Corporation by its subsidiaries. Federal and state laws regulate the payment of dividends by ACNB’s subsidiary bank and state laws effect dividends by ACNB’s insurance subsidiary. For further information, please refer to Regulation of Bank below.
 
Regulation of Bank
 
The operations of the subsidiary bank are subject to statutes applicable to banks chartered under the banking laws of Pennsylvania, to state nonmember banks of the Federal Reserve, and to banks whose deposits are insured by the FDIC. The subsidiary bank’s operations are also subject to regulations of the Pennsylvania Department of Banking and Securities, Federal Reserve, and FDIC.
 
The Pennsylvania Department of Banking and Securities, which has primary supervisory authority over banks chartered in Pennsylvania, regularly examines banks in such areas as reserves, loans, investments, management practices, and other aspects of operations. The subsidiary bank is also subject to examination by the FDIC for safety and soundness, as well as consumer compliance. These examinations are designed for the protection of the subsidiary bank’s depositors rather than ACNB’s shareholders. The subsidiary bank must file quarterly and annual reports to the Federal Financial Institutions Examination Council, or FFIEC.
 
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Monetary and Fiscal Policy
 
ACNB and its subsidiary bank are affected by the monetary and fiscal policies of government agencies, including the Federal Reserve and FDIC. Through open market securities transactions and changes in its discount rate and reserve requirements, the Board of Governors of the Federal Reserve exerts considerable influence over the cost and availability of funds for lending and investment. The nature and impact of monetary and fiscal policies on future business and earnings of ACNB cannot be predicted at this time. From time to time, various federal and state legislation is proposed that could result in additional regulation of, and restrictions on, the business of ACNB and the subsidiary bank, or otherwise change the business environment. Management cannot predict whether any of this legislation will have a material effect on the business of ACNB.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Management monitors and evaluates changes in market conditions on a regular basis. Based upon the most recent review, management has determined that there have been no material changes in market risks since year-end 2022. For further discussion of year-end information, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
 
ITEM 4 – CONTROLS AND PROCEDURES
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in periodic SEC filings.

Disclosure controls and procedures are Corporation controls and other procedures that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
There were no changes in the Corporation’s internal control over financial reporting during the quarterly period ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.
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PART II – OTHER INFORMATION
 
ACNB CORPORATION
ITEM 1 – LEGAL PROCEEDINGS
 
As of June 30, 2023, there were no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which ACNB or its subsidiaries are a party or by which any of their assets are the subject, which could have a material adverse effect on ACNB or its subsidiaries or their results of operations. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation or its subsidiaries by governmental authorities.
 
ITEM 1A – RISK FACTORS
 
Management has reviewed the risk factors that were previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There are no material changes in risk factors as previously disclosed in the Form 10-K except as described below.

RECENT NEGATIVE DEVELOPMENTS AFFECTING THE BANKING INDUSTRY, INCLUDING RECENT BANK FAILURES OR CONCERNS REGARDING LIQUIDITY, HAVE ERODED CUSTOMER CONFIDENCE IN THE BANKING SYSTEM AND MAY HAVE A MATERIAL ADVERSE EFFECT ON THE CORPORATION.

Recent events impacting the banking industry, including the high-profile failures or instability of certain banking institutions, have resulted in general uncertainty and eroded confidence in the safety, soundness, and financial strength of the financial services sector. In particular, the bank failures highlighted the potential serious impact of a financial institution unable to meet withdrawal requests by depositors. This has resulted in a growing concern about liquidity in the banking industry, access to and volatile capital markets and reduced stock valuations for certain financial institutions. Similar future events, including additional bank failures or bank instability, could directly or indirectly adversely impact the Corporation’s own liquidity, access to capital markets, stock price, financial condition and results of operations. Further, these recent events may also result in: greater regulatory scrutiny and enforcement; additional and more stringent laws and regulations for the financial services industry; increased FDIC deposit insurance premiums or special FDIC assessments; and higher capital ratio requirements, which as a result could have a material negative impact and adverse effect on the Corporation’s business, financial condition and results of operations.
 
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
On May 5, 2009, shareholders approved and ratified the ACNB Corporation 2009 Restricted Stock Plan, effective as of February 24, 2009, in which awards shall not exceed, in the aggregate, 200,000 shares of common stock. As of June 30, 2023, there were 25,945 shares of common stock granted as restricted stock awards to employees of the subsidiary bank. The restricted stock plan expired by its own terms after 10 years on February 24, 2019, and no further shares may be issued under the plan. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan was filed with the Securities and Exchange Commission on January 4, 2013. Post-Effective Amendment No. 1 to this Form S-8 was filed with the Commission on March 8, 2019, effectively transferring the 174,055 authorized, but not issued, shares under the ACNB Corporation 2009 Restricted Stock Plan to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.
 
On May 5, 2009, shareholders approved and adopted the amendment to the Articles of Incorporation of ACNB Corporation to authorize up to 20,000,000 shares of preferred stock, par value $2.50 per share. As of June 30, 2023, there were no issued or outstanding shares of preferred stock.

On January 24, 2011, the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan was introduced for shareholders of record. This plan provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate in the plan. As of June 30, 2023, there were 246,818 shares of common stock issued through the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan.

On May 1, 2018, shareholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that are authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. As of June 30, 2023, there were 100,746 shares issued under this plan. The maximum number of shares that may yet be granted under this plan is 473,309. The
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Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2018 Omnibus Stock Incentive Plan was filed with the Securities and Exchange Commission on March 8, 2019. In addition, on March 8, 2019, the Corporation filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan to add the ACNB Corporation 2018 Omnibus Stock Incentive Plan to the registration statement.

On February 25, 2021, the Corporation announced that the Board of Directors approved on February 23, 2021, a plan to repurchase, in open market and privately negotiated transactions, up to 261,000, or approximately 3%, of the outstanding shares of the Corporation’s common stock. This stock repurchase program replaced and superseded any and all earlier announced repurchase plans. There were 261,000 treasury shares purchased under this plan as of December 31, 2022, effectively completing the authorization for the repurchase of shares under this program.

On June 2, 2022, the Corporation entered into an issuer stock repurchase agreement with an independent third-party broker under which the broker was authorized to repurchase the Corporation’s common stock on behalf of the Corporation, subject to certain price, market and volume constraints specified in the agreement. The agreement was established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Exchange Act), and was effective 30 days after the date of the agreement or on July 5, 2022, and terminated, subject to certain other conditions set forth in the agreement, on July 28, 2022. The shares were purchased pursuant to the Corporation’s previously announced stock repurchase program and in a manner consistent with applicable laws and regulations, including the provisions of the safe harbor contained in Rule 10b-18 under the Exchange Act.

On October 24, 2022, the Corporation announced that the Board of Directors approved on October 18, 2022, a new plan to repurchase, in open market and privately negotiated transactions, up to 255,575, or approximately 3%, of the outstanding shares of the Corporation’s common stock. This new common stock repurchase program replaces and supersedes any and all earlier announced repurchase plans. During the quarter ended June 30, 2023, no shares of common stock had been repurchased under this new plan.
Total number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced planMaximum number of shares that may yet be purchased under the plan
April 1 - April 30, 20230$ 850254,725
May 1 - May 31, 20230 850254,725
June 1 - June 30, 20230 850254,725
 
On November 23, 2022, ACNB Corporation entered into an issuer stock repurchase agreement with an independent third-party broker under which the broker was authorized to repurchase the Corporation’s common stock on behalf of the Corporation, subject to certain price, market and volume constraints specified in the agreement. The agreement was established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Exchange Act), and commenced on December 26, 2022, and terminated, subject to certain other conditions set forth in the agreement, on January 27, 2023. The shares were to be purchased pursuant to the Corporation’s common stock repurchase program, as previously announced on October 24, 2022, and in a manner consistent with applicable laws and regulations, including the provisions of the safe harbor contained in Rule 10b-18 under the Exchange Act.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES – NOTHING TO REPORT.
 
ITEM 4 – MINE SAFETY DISCLOSURES – NOT APPLICABLE.
 
ITEM 5 – OTHER INFORMATION – NOTHING TO REPORT.
 
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ITEM 6 – EXHIBITS
 
The following exhibits are included in this report:
Exhibit 2.1
Exhibit 2.2
Exhibit 2.3
Exhibit 3(i) 
   
Exhibit 3(ii) 
Exhibit 4.1
   
Exhibit 10.1 
Exhibit 10.2 
   
Exhibit 10.3 
   
Exhibit 10.4 
   
Exhibit 10.5 
   
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Exhibit 10.6 
   
Exhibit 10.7 
   
Exhibit 10.8 
   
Exhibit 10.9 
Exhibit 10.10 
Exhibit 10.11
Exhibit 10.12
Exhibit 10.13
Exhibit 10.14
Exhibit 10.15
Exhibit 10.16
Exhibit 10.17
Exhibit 10.18
Exhibit 10.19
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Exhibit 10.20
Exhibit 10.21
Exhibit 10.22
Exhibit 10.23
Exhibit 10.24
Exhibit 10.25
Exhibit 10.26
Exhibit 10.27
Exhibit 10.28
Exhibit 10.29
Exhibit 10.30
Exhibit 18
Exhibit 31.1 
Exhibit 31.2 
   
Exhibit 32.1 
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Exhibit 32.2 
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase.
   
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase.
   
Exhibit 101.INSXBRL Instance Document – The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH XBRL Taxonomy Extension Schema.
   
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase.
   
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase.
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  
ACNB CORPORATION (Registrant)
   
Date:August 4, 2023 /s/ James P. Helt
  James P. Helt
  President & Chief Executive Officer
   
  /s/ Jason H. Weber
  Jason H. Weber
  Executive Vice President/Treasurer &
  Chief Financial Officer (Principal Financial Officer)
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