ACNB Corporation - 10-Q quarterly report FY2020 Q2

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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, 2020

☐ 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 Symbol	Name of each exchange on which registered
Common Stock, $2.50 par value per share	ACNB	The 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 filer ☐		Smaller 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 July 31, 2020, was 8,695,839.

PART I - FINANCIAL INFORMATION

ACNB CORPORATION

ITEM 1 - FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)



Dollars in thousands, except per share data	June 30, 2020			June 30, 2019			December 31, 2019

ASSETS

Cash and due from banks	$	25,919		$	18,216		$	16,878
Interest bearing deposits with banks	206,312			58,390			97,478

Total Cash and Cash Equivalents	232,231			76,606			114,356

Equity securities with readily determinable fair values	1,962			2,001			2,106
Debt securities available for sale	257,603			175,712			190,837
Securities held to maturity, fair value $15,463; $24,772; $19,281	14,929			24,722			19,234
Loans held for sale	5,848			3,009			2,406
Loans, net of allowance for loan losses $18,353; $14,057; $13,835	1,715,210			1,265,207			1,258,766
Premises and equipment, net	34,042			25,627			25,724
Right of use assets	3,474			3,711			3,502
Restricted investment in bank stocks	3,582			4,202			3,644
Investment in bank-owned life insurance	62,685			50,076			50,663
Investments in low-income housing partnerships	1,443			1,689			1,506
Goodwill	42,108			19,580			19,580
Intangible assets, net	7,891			4,735			4,427
Foreclosed assets held for resale	789			—			364
Other assets	28,506			22,428			23,138

Total Assets	$	2,412,303		$	1,679,305		$	1,720,253

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Deposits:
Non-interest bearing	$	563,919		$	305,353		$	314,377
Interest bearing	1,468,882			1,071,924			1,097,883

Total Deposits	2,032,801			1,377,277			1,412,260

Short-term borrowings	33,963			24,137			33,435
Long-term borrowings	68,448			78,288			66,296
Lease liabilities	3,453			3,711			3,502
Other liabilities	21,448			15,008			15,244

Total Liabilities	2,160,113			1,498,421			1,530,737

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; 8,758,439, 7,132,459 and 7,141,959 shares issued; 8,695,839, 7,069,859 and 7,079,359 shares outstanding	21,884			17,831			17,855
Treasury stock, at cost (62,600 shares)	(728		)	(728		)	(728		)
Additional paid-in capital	93,752			39,264			39,579
Retained earnings	138,902			130,809			138,663
Accumulated other comprehensive loss	(1,620		)	(6,292		)	(5,853		)

Total Stockholders’ Equity	252,190			180,884			189,516

Total Liabilities and Stockholders’ Equity	$	2,412,303		$	1,679,305		$	1,720,253

The accompanying notes are an integral part of the consolidated financial statements.

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



	Three Months Ended June 30,						Six Months Ended June 30,
Dollars in thousands, except per share data	2020			2019			2020			2019

INTEREST AND DIVIDEND INCOME
Loans, including fees	$	20,180		$	16,038		$	39,215		$	31,706
Securities:
Taxable	1,194			1,028			2,478			1,999
Tax-exempt	120			38			212			82
Dividends	55			81			145			175
Other	36			270			444			378

Total Interest Income	21,585			17,455			42,494			34,340

INTEREST EXPENSE
Deposits	2,747			1,971			5,668			3,656
Short-term borrowings	14			21			29			52
Long-term borrowings	479			493			997			997

Total Interest Expense	3,240			2,485			6,694			4,705

Net Interest Income	18,345			14,970			35,800			29,635

PROVISION FOR LOAN LOSSES	2,550			125			6,550			275

Net Interest Income after Provision for Loan Losses	15,795			14,845			29,250			29,360

OTHER INCOME
Commissions from insurance sales	1,617			1,914			3,057			3,234
Service charges on deposit accounts	643			946			1,633			1,884
Income from fiduciary, investment management and brokerage activities	655			598			1,323			1,190
Earnings on investment in bank-owned life insurance	378			309			725			573
Net gains (losses) on equity securities	74			129			(401		)	162
Service charges on ATM and debit card transactions	714			635			1,352			1,173
Other	812			289			1,370			544

Total Other Income	4,893			4,820			9,059			8,760

OTHER EXPENSES
Salaries and employee benefits	8,605			7,189			17,106			14,154
Net occupancy	871			734			1,852			1,597
Equipment	1,471			1,219			2,755			2,322
Other tax	319			274			646			536
Professional services	254			283			656			483
Supplies and postage	200			178			409			384
Marketing and corporate relations	157			171			341			310
FDIC and regulatory	145			160			186			329
Merger related expenses	—			—			5,965			—
Intangible assets amortization	323			158			638			313
Foreclosed real estate income	(168		)	(3		)	(93		)	(56		)
Other operating	1,278			1,322			2,451			2,574

Total Other Expenses	13,455			11,685			32,912			22,946

Income before Income Taxes	7,233			7,980			5,397			15,174

PROVISION FOR INCOME TAXES	1,436			1,514			823			2,844

Net Income	$	5,797		$	6,466		$	4,574		$	12,330

PER SHARE DATA
Basic earnings	$	0.67		$	0.92		$	0.53		$	1.75
Cash dividends declared	$	0.25		$	0.25		$	0.50		$	0.48

The accompanying notes are an integral part of the consolidated financial statements.

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three Months Ended June 30,				Six Months Ended June 30,
Dollars in thousands	2020		2019		2020		2019

NET INCOME	$	5,797	$	6,466	$	4,574	$	12,330

OTHER COMPREHENSIVE INCOME

SECURITIES

Unrealized gains arising during the period, net of income taxes of $220, $434, $1,127 and $757, respectively	769		1,487		3,971		2,597

Reclassification adjustment for net gains included in net income, net of income taxes of $0, $0, $0 and $0, respectively (A) (C)	—		—		—		—

PENSION

Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $38, $48, $76 and $96, respectively (B) (C)	131		164		262		328

TOTAL OTHER COMPREHENSIVE INCOME	900		1,651		4,233		2,925

TOTAL COMPREHENSIVE INCOME	$	6,697	$	8,117	$	8,807	$	15,255

The accompanying notes are an integral part of the consolidated financial statements.

(A) Gross amounts are included in net gains on sales or calls 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.

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

Six Months Ended June 30, 2020 and 2019



Dollars in thousands	Common Stock		Treasury Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity

BALANCE – JANUARY 1, 2020	$	17,855	$	(728	)	$	39,579	$	138,663		$	(5,853	)	$	189,516
Net loss	—		—			—		(1,223		)	—			(1,223		)
Other comprehensive income, net of taxes	—		—			—		—			3,333			3,333
Common stock shares issued (1,590,547 shares)	3,964		—			53,309		—			—			57,273
Restricted stock compensation expense	—		—			262		—			—			262
Cash dividends declared	—		—			—		(2,167		)	—			(2,167		)
BALANCE – MARCH 31, 2020	21,819		(728		)	93,150		135,273			(2,520		)	246,994
Net income	—		—			—		5,797			—			5,797
Other comprehensive income, net of taxes	—		—			—		—			900			900
Common stock shares issued (6,461 shares)	16		—			154		—			—			170
Restricted stock grants (19,472 shares)	49		—			282		—			—			331
Restricted stock compensation expense	—		—			166		—			—			166
Cash dividends declared	—		—			—		(2,168		)	—			(2,168		)
BALANCE – JUNE 30, 2020	$	21,884	$	(728	)	$	93,752	$	138,902		$	(1,620	)	$	252,190



Dollars in thousands	Common Stock		Treasury Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity

BALANCE – JANUARY 1, 2019	$	17,772	$	(728	)	$	38,448	$	121,862		$	(9,217	)	$	168,137
Net income	—		—			—		5,864			—			5,864
Other comprehensive income, net of taxes	—		—			—		—			1,274			1,274
Common stock shares issued (3,662 shares)	9		—			4		—			—			13
Restricted stock compensation expense	—		—			126		—			—			126
Cash dividends declared	—		—			—		(1,621		)	—			(1,621		)
BALANCE – MARCH 31, 2019	17,781		(728		)	38,578		126,105			(7,943		)	173,793
Net income	—		—			—		6,466			—			6,466
Other comprehensive income, net of taxes	—		—			—		—			1,651			1,651
Common stock shares issued (4,162 shares)	11		—			138		—			—			149
Restricted stock grants (16,015 shares)	39		—			352		—			—			391
Restricted stock compensation expense	—		—			196		—			—			196
Cash dividends declared	—		—			—		(1,762		)	—			(1,762		)
BALANCE – JUNE 30, 2019	$	17,831	$	(728	)	$	39,264	$	130,809		$	(6,292	)	$	180,884

The accompanying notes are an integral part of the consolidated financial statements.

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Six Months Ended June 30,
Dollars in thousands	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	4,574		$	12,330
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of loans originated for sale	(852		)	(173		)
Loss (gain) on sales of foreclosed assets held for resale, including writedowns	13			(87		)
Earnings on investment in bank-owned life insurance	(725		)	(573		)
Loss (gain) on equity securities	401			(162		)
Restricted stock compensation expense	428			322
Depreciation and amortization	1,926			1,369
Provision for loan losses	6,550			275
Net amortization of investment securities premiums	356			175
Increase in accrued interest receivable	(2,083		)	(295		)
(Decrease) increase in accrued interest payable	(239		)	701
Mortgage loans originated for sale	(45,592		)	(11,619		)
Proceeds from sales of loans originated for sale	47,052			9,191
Decrease in other assets	2,339			1,800
Increase in deferred tax expense	(1,711		)	(1,790		)
Increase in other liabilities	4,094			1,400
Net Cash Provided by Operating Activities	16,531			12,864
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities held to maturity	4,305			2,544
Proceeds from maturities of investment securities available for sale	16,178			7,062
Purchase of investment securities available for sale	(56,292		)	(17,865		)
Purchase of equity securities	—			(500		)
Redemption of restricted investment in bank stocks	1,203			134
Net (increase) decrease in loans	(133,800		)	22,971
Purchase of bank-owned life insurance	(400		)	(1,500		)
Bank acquisition, net of cash acquired	35,262			—
Insurance book- acquisition	(542		)	(640		)
Capital expenditures	(586		)	(275		)
Proceeds from sales of foreclosed real estate	144			290
Net Cash (Used in) Provided by Investing Activities	(134,528		)	12,221
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits	146,050			2,959
Net increase in time certificates of deposits and interest bearing deposits	100,433			26,226
Net increase (decrease) in short-term borrowings	528			(10,511		)
Proceeds from long-term borrowings	—			7,000
Repayments on long-term borrowings	(7,298		)	(12,228		)
Dividends paid	(4,335		)	(3,383		)
Common stock issued	494			553
Net Cash Provided by Financing Activities	235,872			10,616
Net Increase in Cash and Cash Equivalents	117,875			35,701
CASH AND CASH EQUIVALENTS — BEGINNING	114,356			40,905
CASH AND CASH EQUIVALENTS — ENDING	$	232,231		$	76,606
Supplemental disclosures of cash flow information
Interest paid	$	6,933		$	4,004
Income taxes paid	$	—		$	1,520
Loans transferred to foreclosed assets held for resale and other foreclosed transactions	$	118		$	48
Transactions related to acquisition
Increase in assets and liabilities:
Securities	$	(22,167	)	$	—
Loans	(333,362		)	—
Premises and equipment	(10,959		)	—
Investment in bank-owned life insurance	(10,896		)	—
Restricted investments in bank stocks	(1,141		)	—
Foreclosed assets held for resale	(464		)	—
Goodwill	(22,528		)	—
Core deposit intangible assets	(3,560		)	—
Other assets	(3,086		)	—
Noninterest bearing deposits	103,492			—
Interest bearing deposits	270,566			—
Trust preferred debentures	6,000			—
Long term borrowings	3,450			—
Other liabilities	2,637			—
Common shares issued	57,280			—

The accompanying notes are an integral part of the consolidated financial statements.

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 Russell Insurance Group, Inc. (RIG). The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its twenty-one community banking office locations in Adams, Cumberland, Franklin and York Counties, Pennsylvania. There are also loan production offices situated in Lancaster and York, Pennsylvania, and Hunt Valley, Maryland.

RIG is a full-service insurance agency based in Westminster, Maryland, with additional locations in Germantown and Jarrettsville, Maryland. The agency offers a broad range of property and casualty and group life and health insurance to both individual and commercial clients.

On July 1, 2017, ACNB completed its acquisition of New Windsor Bancorp, Inc. (New Windsor) of Taneytown, Maryland. At the effective time of the acquisition, New Windsor merged with and into a wholly-owned subsidiary of ACNB, immediately followed by the merger of New Windsor State Bank (NWSB) with and into ACNB Bank. ACNB Bank now operates in the Maryland market as “NWSB Bank, A Division of ACNB Bank” and serves its marketplace with banking and wealth management services via a network of seven community banking offices located in Carroll County, Maryland.

On January 11, 2020, ACNB completed its acquisition of Frederick County Bancorp, Inc. (FCBI) and its wholly-owned subsidiary, Frederick County Bank, headquartered in Frederick, Maryland. FCBI was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Frederick County Bank with and into ACNB Bank. ACNB Bank now operates in the Frederick County, Maryland, market as “FCB Bank, A Division of ACNB Bank” and serves its marketplace with banking and wealth management services via a network of five community banking offices located in Frederick County, Maryland. Further discussion of the FCBI acquisition can be found in Note 2 of these Notes to Consolidated Financial Statements.

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 loan 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 financial position and the results of operations, comprehensive 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 2019 ACNB Corporation Annual Report on Form 10-K, filed with the SEC on March 6, 2020. 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, 2020, are not necessarily indicative of the results to be expected for the full year.

The Corporation early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment. The ASU eliminates Step 2 of the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized. An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, the ASU eliminates the requirement to perform a qualitative assessment for any reporting unit with a zero or negative carrying amount. Therefore, the same one-step impairment assessment will apply to all reporting units. However, for a reporting unit with a zero or negative carrying amount, the

ASU adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included. The amendments in this ASU would be effective with their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of this ASU did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

On January 1, 2019, the Corporation adopted ASU 2016-02, Leases, and all subsequent amendments to the ASU (collectively “Topic 842”). From the lessee’s perspective, the new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. Under the optional transition method, only the most recent period presented reflects the adoption of Topic 842 and the comparative prior periods are reported under the previous guidance in Topic 840. The Corporation recorded a $4 million right-of-use asset and lease liability, which represents all of its operating lease commitments, based on the present value of committed lease payments. The ASU offers lessors a practical expedient that mirrors the practical expedient already provided to lessees in ASU 2016-02, Leases (Topic 842). The Corporation adopted the new practical expedient which will allow the Corporation to elect, by class of underlying asset, to not separate nonlease components from the associated lease component when specified conditions are met. Examples of nonlease components include equipment maintenance services, common area maintenance services in real estate, or other goods or services provided to the lessee apart from the right to use the underlying asset. The practical expedient must be applied consistently for all lease contracts. The effect on operations and capital adequacy was not material.

On January 1, 2019, the Corporation adopted ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for premiums on purchased callable debt securities to the earliest call date (i.e., yield-to-earliest call amortization), rather than amortizing over the full contractual term. The ASU does not change the accounting for securities held at a discount. The amendments apply to callable debt securities with explicit, noncontingent call features that are callable at fixed prices and on preset dates. If a security may be prepaid based upon prepayments of the underlying loans, not because the issuer exercised a date specific call option, it is excluded from the scope of the new standard. However, for instruments with contingent call features, once the contingency is resolved and the security is callable at a fixed price and preset date, the security is within the scope of the amendments. Further, the amendments apply to all premiums on callable debt securities, regardless of how they were generated. The amendments require companies to reset the effective yield using the payment terms of the debt security if the call option is not exercised on the earliest call date. If the security has additional future call dates, any excess of the amortized cost basis over the amount repayable by the issuer at the next call date should be amortized to the next call date. The adoption of this ASU did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

The Corporation adopted ASU 2018-09, Codification Improvements. The ASU contains various improvements to various topics in the codification, including clarification that an entity must disclose the required and actual amounts of regulatory capital for each measure of regulatory capital for which the entity must comply. The adoption of this ASU did not impact the Corporation’s consolidated financial condition or results of operations since the Corporation already discloses capital requirements within the Management’s Discussion and Analysis section of this Form 10-Q.

The Corporation early adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This ASU removes, modifies and adds to existing fair value measurement disclosure requirements. The ASU would be effective for all entities in fiscal years beginning after December 15, 2019, including interim periods, which is first effective for calendar year entities in the March 31, 2020, interim financial statements. In addition, an entity may early adopt any of the removed or modified disclosures immediately and delay adoption of the new disclosures until the effective date. The adoption of this ASU did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

The Corporation has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2020, 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.

On October 16, 2019, the FASB decided to move forward with finalizing its proposal to defer the effective date for ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, for smaller reporting companies to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. Since the Corporation currently meets the SEC definition of a smaller reporting company, the delay will be applicable to the Corporation.


2.	Acquisition of Frederick County Bancorp, Inc.

On January 11, 2020, ACNB completed its previously announced acquisition of Frederick County Bancorp, Inc. (FCBI) of Frederick, Maryland. FCBI was a locally owned and managed institution with five locations in Frederick County, Maryland. The acquisition positioned ACNB Corporation for continual and profitable growth in a desirable market that is adjacent to the Corporation’s current footprint in southcentral Pennsylvania and central Maryland. ACNB transacted the merger to complement the Corporation’s existing operations, while consistent with the Corporation’s strategic plan of enhancing long-term shareholder value. The fair value of total assets acquired as a result of the merger totaled $443.4 million, loans totaled $329.3 million and deposits totaled $374.1 million.

Goodwill recorded in the merger was $22.5 million. In accordance with the terms of the Reorganization Agreement, each share of FCBI common stock was converted into the right to receive 0.9900 share of ACNB common stock. As a result of the merger, ACNB issued 1,590,547 shares of its common stock and cash in exchange for fractional shares based upon $36.43, the determined market price of ACNB common stock in accordance with the Reorganization Agreement. The results of the combined entity’s operations are included in the Corporation’s Consolidated Financial Statements from the date of acquisition.

The acquisition of FCBI is being accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition.

The following table summarizes the consideration paid for FCBI and the fair value of assets acquired and liabilities assumed as of the acquisition date:

Purchase Price Consideration in Common Stock



FCBI shares outstanding	1,601,764
Shares paid in cash for fractional shares	150.88
Cash consideration (per share)	$	36.43
Cash portion of purchase price (cash payout of stock options and cash in lieu of fractional shares)	$	100,798
FCBI shares outstanding	1,601,764
Shares paid stock consideration	1,601,613
Exchange ratio	0.9900
Total ACNB shares issued	1,585,597
ACNB’s share price for purposes of calculation	$	36.34
Equity portion of purchase price	$	57,620,595
Cost of shares owned by buyer	$	187,200
Total consideration paid	$	57,908,593



Allocation of Purchase Price	In thousands
Total Purchase Price		$	57,909

Fair Value of Assets Acquired
Cash and cash equivalents	35,262
Investment securities	22,167
Loans held for sale	4,050
Loans	329,312
Restricted stock	1,141
Premises and equipment	10,959
Core deposit intangible asset	3,560
Other assets	14,446
Total assets	420,897

Fair Value of Liabilities Assumed
Non-interest bearing deposits	103,492
Interest bearing deposits	270,566
Subordinated debt	6,000
Long term borrowings	3,450
Other liabilities	2,008
Total liabilities	385,516

Net Assets Acquired		35,381
Goodwill Recorded in Acquisition		$	22,528

Pursuant to the accounting requirements, the Corporation assigned a fair value to the assets acquired and liabilities assumed of FCBI. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

The assets acquired and liabilities assumed in the acquisition of FCBI were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. The items most susceptible to adjustment are the fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition.

Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Investment securities available-for-sale

The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities, U.S. government agencies and municipal bonds, were determined using Level 2 inputs in the fair value hierarchy. The fair values were determined using independent pricing services. The Corporation’s independent pricing service utilized matrix pricing, 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 relying on the security’s relationship to other benchmark quoted prices. Management reviewed the data and assumptions used in pricing the securities. A fair value premium of $163,000 was recorded and will be amortized over the estimated life of the investments using the interest rate method.

Loans

expected prepayments. Specifically, the Corporation has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment necessary under ASC 820-10 for the acquired loan portfolio. The three-separate fair valuation methodology employed are: 1) an interest rate loan fair value adjustment, 2) a general credit fair value adjustment, and 3) a specific credit fair value adjustment for purchased credit impaired loans subject to ASC 310-30 procedures. The acquired loans were recorded at fair value at the acquisition date without carryover of FCBI’s previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $339,577,000. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired. The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Corporation’s expectations of future cash flows for each respective loan.



In thousands
Gross amortized cost basis at January 11, 2020	$	339,577
Interest rate fair value adjustment on pools of homogeneous loans	(2,632		)
Credit fair value adjustment on pools of homogeneous loans	(5,931		)
Credit fair value adjustment on purchased credit impaired loans	(1,702		)
Fair value of acquired loans at January 11, 2020	$	329,312

For loans acquired without evidence of credit quality deterioration, ACNB prepared the interest rate loan fair value and credit fair value adjustments. Loans were grouped into homogeneous pools by characteristics such as loan type, term, collateral and rate. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value discount of $2.6 million.

Additionally for loans acquired without credit deterioration, a credit fair value adjustment was calculated using a two-part credit fair value analysis: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for certain qualitative factors. The expected lifetime losses were calculated using historical losses observed at the Bank, FCBI and peer banks. ACNB also estimated an environmental factor to apply to each loan type. The environmental factor represents potential discount which may arise due to general credit and economic factors. A credit fair value discount of $5.3 million was determined. Both the interest rate and credit fair value adjustments relate to loans acquired with evidence of credit quality deterioration will be substantially recognized as interest income on a level yield amortization method over the expected life of the loans.

The following table presents the acquired purchased credit impaired loans receivable at the Acquisition Date:



In thousands
Contractual principal and interest at acquisition	$	4,289
Nonaccretable difference	(2,361		)
Expected cash flows at acquisition	1,928
Accretable yield	(354		)
Fair value of purchased impaired loans	$	1,574

The Corporation acquired five branches of FCBI. The fair value of FCBI’s premises, including land, buildings, and improvements, was determined based upon independent third-party appraisals performed by licensed appraisers in the market in which the premises are located. The Corporation prepared an internal analysis to compare the lease contract obligations to comparable market rental rates. The Corporation believed that the leased contract rates were in a reasonable range of market rental rates and concluded that no fair market value adjustment related to leasehold interest was necessary.

Core Deposit Intangible

The fair value of the core deposit intangible was determined based on a discounted cash flow analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources available through national brokered CD offering rates. The projected cash flows were developed using projected deposit attrition rates. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.

Time Deposits

The fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed- maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit premium of approximately $255,000 is being amortized into income on a level yield amortization method over the contractual life of the deposits.

Long-term Borrowings

The Corporation assumed a trust preferred subordinated debt in connection with the merger. The fair value of the trust preferred subordinated debt was determined using a discounted cash flow method using a market participant discount rate for similar instruments. The trust preferred capital note was valued at discount of $854,000, which is being amortized into income on a level yield amortization method based upon the assumed market rate, and the term of the trust preferred subordinated debt instrument.

The following table presents certain pro forma information as if FCBI had been acquired on September 30, 2019. These results combine the historical results of the Corporation in the Corporation’s Consolidated Statements of Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on September 30, 2019. In particular, no adjustments have been made to eliminate the amount of FCBI’s provision for loan losses that would not have been necessary had the acquired loans been recorded at fair value as of September 30, 2019. The Corporation expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts below:



In thousands	For the Nine Months Ended September 30, 2019
Total revenues (net interest income plus noninterest income)	$	72,281
Net Income	22,138

Acquisition-related expenses associated with the acquisition of FCBI were $6.0 million for the six months ended June 30, 2020 and $0 for the three months ended June 30, 2020. Such costs include legal and accounting fees, lease and contract termination expenses, system conversion, operations integration, and employee severances, which have been expensed as incurred.


3.	Earnings Per Share and Restricted Stock

The Corporation has a simple capital structure. Basic earnings per share of common stock is computed based on 8,575,911 and 7,049,857 weighted average shares of common stock outstanding for the six months ended June 30, 2020 and 2019, respectively, and 8,674,181 and 7,053,008 for the three months ended June 30, 2020 and 2019, respectively. All outstanding unvested restricted stock awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation. The Corporation has no instruments that would create dilutive earnings per share.

The ACNB Corporation 2009 Restricted Stock Plan expired by its own terms after 10 years on February 24, 2019. The purpose of this plan was to provide employees and directors of the Bank who have responsibility for its growth with additional incentives by allowing them to acquire ownership in the Corporation and, thereby, encouraging them to contribute to the organization’s success. As of June 30, 2020, 25,945 shares were issued under this plan and all shares were fully vested. No further shares may be issued under this restricted stock 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.

June 30, 2020, 35,587 shares were issued under this plan, of which 10,744 were fully vested, 6,380 vested during the quarter, and the remaining 18,463 will vest over the next year. The 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.

Plan expense is recognized over the vesting period of the stock issued under both plans. $166,000 and $196,000 of compensation expenses related to the grants were recognized during the three months ended June 30, 2020 and 2019, respectively. $428,000 and $322,000 of compensation expenses related to the grants were recognized during the six months ended June 30, 2020 and 2019, respectively.


4.	Retirement Benefits

The components of net periodic benefit expense 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 thousands	2020			2019			2020			2019
Service cost	$	188		$	174		$	376		$	348
Interest cost	270			303			540			606
Expected return on plan assets	(687		)	(637		)	(1,374		)	(1,274		)
Amortization of net loss	169			213			338			425

Net Periodic Benefit Expense	$	(60	)	$	53		$	(120	)	$	105

The Corporation previously disclosed in its consolidated financial statements for the year ended December 31, 2019, that it had not yet determined the amount the Bank planned on contributing to the defined benefit plan in 2020. As of June 30, 2020, 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 348 active, vested, terminated and retired persons in the plan.


5.	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 $11,626,000 in standby letters of credit as of June 30, 2020. 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, 2020, for guarantees under standby letters of credit issued is not material.


6.	Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of taxes, are as follows:



In thousands	Unrealized Gains on Securities		Pension Liability			Accumulated Other Comprehensive Loss
BALANCE — JUNE 30, 2020	$	5,232	$	(6,852	)	$	(1,620	)
BALANCE — DECEMBER 31, 2019	$	1,261	$	(7,114	)	$	(5,853	)
BALANCE — JUNE 30, 2019	$	946	$	(7,238	)	$	(6,292	)


7.	Segment Reporting

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

Segment information for the six month periods ended June 30, 2020 and 2019, is as follows:



In thousands	Banking		Insurance		Total
2020
Net interest income and other income from external customers	$	41,817	$	3,042	$	44,859
Income before income taxes	4,789		608		5,397
Total assets	2,399,386		12,917		2,412,303
Capital expenditures	578		8		586

2019
Net interest income and other income from external customers	$	35,162	$	3,233	$	38,395
Income before income taxes	14,315		859		15,174
Total assets	1,666,784		12,521		1,679,305
Capital expenditures	275		—		275

Segment information for the three month periods ended June 30, 2020 and 2019, is as follows:



In thousands	Banking		Insurance		Total
2020
Net interest income and other income from external customers	$	21,631	$	1,607	$	23,238
Income before income taxes	6,790		443		7,233
Total assets	2,399,386		12,917		2,412,303
Capital expenditures	172		8		180

2019
Net interest income and other income from external customers	$	17,876	$	1,914	$	19,790
Income before income taxes	7,370		610		7,980
Total assets	1,666,784		12,521		1,679,305
Capital expenditures	114		—		114


8.	Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Debt securities not classified as held to maturity or trading are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported, net of tax, in other comprehensive income (loss). Equity securities with readily determinable fair values are recorded at fair value with changes in fair value recognized in net income.

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses on debt securities, management considers (1) whether management intends to sell the security, or (2) if it is more likely than not that management will be required to sell the security before recovery, or (3) if management does not expect to recover the entire amortized cost basis. In assessing potential other-than-temporary impairment for equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Amortized cost and fair value of securities at June 30, 2020, and December 31, 2019, were as follows:



In thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

SECURITIES AVAILABLE FOR SALE

JUNE 30, 2020
U.S. Government and agencies	$	127,170	$	2,694	$	—	$	129,864
Mortgage-backed securities, residential	96,394		3,813		40		100,167
State and municipal	25,573		296		45		25,824
Corporate bonds	1,739		10		1		1,748
	$	250,876	$	6,813	$	86	$	257,603

DECEMBER 31, 2019
U.S. Government and agencies	$	113,569	$	849	$	169	$	114,249
Mortgage-backed securities, residential	64,699		980		87		65,592
State and municipal	10,940		70		14		10,996
	$	189,208	$	1,899	$	270	$	190,837

SECURITIES HELD TO MATURITY

JUNE 30, 2020
U.S. Government and agencies	$	2,000	$	14	$	—	$	2,014
Mortgage-backed securities, residential	12,929		520		—		13,449
	$	14,929	$	534	$	—	$	15,463
DECEMBER 31, 2019
U.S. Government and agencies	$	4,000	$	8	$	—	$	4,008
Mortgage-backed securities, residential	15,234		76		37		15,273
	$	19,234	$	84	$	37	$	19,281

The Corporation adopted ASU 2016-01, Financial Instruments—Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities effective January 1, 2018. The required fair value disclosures are as follows:



In thousands	Fair Value at January 1, 2020		Unrealized Gains		Unrealized Losses		Fair Value at June 30, 2020
JUNE 30, 2020
CRA Mutual Fund	$	1,045	$	25	$	—	$	1,070
Stock in other banks	1,318		—		426		892
	$	2,363	$	25	$	426	$	1,962



In thousands	Fair Value at January 1, 2019		Unrealized Gains		Unrealized Losses		Fair Value at June 30, 2019
JUNE 30, 2019
CRA Mutual Fund	$	1,012	$	30	$	—	$	1,042
Stock in other banks	827		132		—		959
	$	1,839	$	162	$	—	$	2,001



In thousands	Fair Value at January 1, 2019		Unrealized Gains		Unrealized Losses		Fair Value at December 31, 2019
DECEMBER 31, 2019
CRA Mutual Fund	$	1,012	$	33	$	—	$	1,045
Stock in other banks	827		234		—		1,061
	$	1,839	$	267	$	—	$	2,106

The following table shows the Corporation’s investments’ gross unrealized 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, 2020, and December 31, 2019:



	Less than 12 Months				12 Months or More				Total
In thousands	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

SECURITIES AVAILABLE FOR SALE

JUNE 30, 2020
Mortgage-backed securities, residential	$	7,968	$	40	$	—	$	—	$	7,968	$	40
State and municipal	4,397		45		—		—		4,397		45
Corporate bond	1,020		1		—		—		1,020		1
	$	13,385	$	86	$	—	$	—	$	13,385	$	86

DECEMBER 31, 2019
U.S. Government and agencies	$	—	$	—	$	47,425	$	169	$	47,425	$	169
Mortgage-backed securities, residential	16,208		82		1,424		5		17,632		87
State and municipal	3,233		13		502		1		3,735		14
	$	19,441	$	95	$	49,351	$	175	$	68,792	$	270

SECURITIES HELD TO MATURITY

JUNE 30, 2020
U.S. Government and agencies	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities, residential	—		—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—	$	—

DECEMBER 31, 2019
Mortgage-backed securities, residential	$	6,587	$	24	$	3,161	$	13	$	9,748	$	37
	$	6,587	$	24	$	3,161	$	13	$	9,748	$	37

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

At June 30, 2020, seven available for sale residential mortgage-backed securities had unrealized losses that individually did not exceed 15% of amortized cost. None of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At June 30, 2020, eight available for sale state and municipal securities had unrealized losses that individually did not exceed 4% of amortized cost. None of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At June 30, 2020, one corporate bond had an unrealized loss that did not exceed 1% of amortized cost. This security has not been in a continuous loss position for 12 months or more. This unrealized loss relates principally to changes in interest rates subsequent to the acquisition of the specific security.

In analyzing the issuer’s financial condition, management considers industry analysts’ reports, financial performance, and projected target prices of investment analysts within a one-year time frame. Based on the above information, management has determined that none of these investments are other-than-temporarily impaired.

The fair values of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or 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 securities but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses independent service providers to provide matrix pricing.

Management routinely sells securities from its available for sale portfolio in an effort to manage and allocate the portfolio. At June 30, 2020, management had not identified any securities with an unrealized loss that it intends to sell or will be required to sell. In estimating other-than-temporary impairment losses on debt securities, management considers (1) whether management intends to sell the security, or (2) if it is more likely than not that management will be required to sell the security before recovery, or (3) if management does not expect to recover the entire amortized cost basis. In assessing potential other-than-temporary impairment for equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses.

Amortized cost and fair value at June 30, 2020, 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.



	Available for Sale				Held to Maturity
In thousands	Amortized Cost		Fair Value		Amortized Cost		Fair Value

1 year or less	$	42,196	$	42,604	$	2,000	$	2,014
Over 1 year through 5 years	73,473		75,580		—		—
Over 5 years through 10 years	17,695		17,929		—		—
Over 10 years	21,118		21,323		—		—
Mortgage-backed securities, residential	96,394		100,167		12,929		13,449
	$	250,876	$	257,603	$	14,929	$	15,463

The Corporation did not sell any securities available for sale during the first six months of 2020 or 2019.

At June 30, 2020, and December 31, 2019, securities with a carrying value of $195,872,000 and $162,946,000, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements, and for other purposes.


9.	Loans

The Corporation grants commercial, residential, and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans throughout southcentral Pennsylvania and northern Maryland. The ability of the Corporation’s debtors to honor their contracts is dependent upon the real estate values and general economic conditions in this area.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The loans receivable portfolio is segmented into commercial, residential mortgage, home equity lines of credit, and consumer loans. Commercial loans consist of the following classes: commercial and industrial, commercial real estate, and commercial real estate construction.

The accrual of interest on residential mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Consumer loans (consisting of home equity lines of credit and consumer loan classes) are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued, but not collected, for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses (the “allowance”) is established as losses are estimated to occur through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated statement of condition. The amount of the reserve for unfunded lending commitments is not material to the consolidated financial statements.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity, and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for the previous twelve quarters for each of these categories of loans, adjusted for qualitative risk factors. These qualitative risk factors include:


•	lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;


•	national, regional and local economic and business conditions, as well as the condition of various market segments, including the impact on the value of underlying collateral for collateral dependent loans;


•	the nature and volume of the portfolio and terms of loans;


•	the experience, ability and depth of lending management and staff;


•	the volume and severity of past due, classified and nonaccrual loans, as well as other loan modifications; and,


•	the existence and effect of any concentrations of credit and changes in the level of such concentrations.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. It

covers risks that are inherently difficult to quantify including, but not limited to, collateral risk, information risk, and historical charge-off risk.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and/or interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and commercial construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

A specific allocation within the allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of the Corporation’s impaired loans are measured based on the estimated fair value of the loan’s collateral or the discounted cash flows method.

It is the policy of the Corporation to order an updated valuation on all real estate secured loans when the loan becomes 90 days past due and there has not been an updated valuation completed within the previous 12 months. In addition, the Corporation orders third-party valuations on all impaired real estate collateralized loans within 30 days of the loan being classified as impaired. Until the valuations are completed, the Corporation utilizes the most recent independent third-party real estate valuation to estimate the need for a specific allocation to be assigned to the loan. These existing valuations are discounted downward to account for such things as the age of the existing collateral valuation, change in the condition of the real estate, change in local market and economic conditions, and other specific factors involving the collateral. Once the updated valuation is completed, the collateral value is updated accordingly.

For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging reports, equipment appraisals, or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

The Corporation actively monitors the values of collateral as well as the age of the valuation of impaired loans. The Corporation orders valuations at least every 18 months, or more frequently if management believes that there is an indication that the fair value has declined.

For impaired loans secured by collateral other than real estate, the Corporation considers the net book value of the collateral, as recorded in the most recent financial statements of the borrower, and determines fair value based on estimates made by management.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a troubled debt restructure.

Loans whose terms are modified are classified as troubled debt restructured loans if the Corporation grants such borrowers concessions that it would not otherwise consider and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate, a below market interest rate given the risk associated with the loan, or an extension of a loan’s stated maturity date. Nonaccrual troubled debt restructurings may be restored to accrual status if principal and interest payments, under the modified terms, are current for a sustained period of time and, based on a well-documented credit evaluation of the borrower’s financial condition, there is reasonable assurance of repayment. Loans classified as troubled debt restructurings are generally designated as impaired.

The allowance calculation methodology includes further segregation of loan classes into credit quality rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are generally evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments.

Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans classified special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.

In addition, federal and state regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio and economic conditions, management believes the current level of the allowance for loan losses is adequate.

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, 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.

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 a continued weak housing market.

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 a continued weak housing market.

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 market continues to be 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.

Acquired Loans

Acquired loans (impaired and non-impaired) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Corporation has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment necessary under ASC 820-10 for the acquired loan portfolio. The three-separate fair valuation methodology employed are: 1) an interest rate loan fair value adjustment, 2) a general credit fair value adjustment, and 3) a specific credit fair value adjustment for purchased credit impaired loans subject to ASC 310-30 procedures.

The carryover of allowance for loan losses related to acquired loans is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. The allowance for loan losses on acquired loans reflects only those losses incurred after acquisition and represents the present value of cash flows expected at acquisition that is no longer expected to be collected. Acquired loans are marked to fair value on the date of acquisition. In conjunction with the quarterly evaluation of the adequacy of the allowance for loan losses, the Corporation performs an analysis on acquired loans to determine whether or not there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Corporation will include these loans in the calculation of the allowance for loan losses after the initial valuation, and provide accordingly.

Upon acquisition, in accordance with US GAAP, the Corporation has individually determined whether each acquired loan is within the scope of ASC 310-30. The Corporation’s senior lending management reviewed the accounting seller’s loan portfolio on a loan by loan basis to determine if any loans met the two-part definition of an impaired loan as defined by ASC 310-30: 1) Credit deterioration on the loan from its inception until the acquisition date, and 2) It is probable that not all of the contractual cash flows will be collected on the loan.

With regards to ASC 310-30 loans, for external disclosure purposes, the aggregate contractual cash flows less the aggregate expected cash flows resulted in a credit related non-accretable yield amount. The aggregate expected cash flows less the acquisition date fair value resulted in an accretable yield amount. The accretable yield reflects the contractual cash flows management expects to collect above the loan’s acquisition date fair value and will be recognized over the life of the loan on a level-yield basis as a component of interest income.

Over the life of the acquired ASC 310-30 loan, the Corporation continues to estimate cash flows expected to be collected. Decreases in expected cash flows, other than from prepayments or rate adjustments, are recognized as impairments through a charge to the provision for credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized on a prospective basis over the loan’s remaining life.

Acquired ASC 310-30 loans that met the criteria for non-accrual of interest prior to acquisition are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Corporation can reasonably estimate the timing and amount of expected cash flows on such loans. Accordingly, the Corporation does not consider acquired contractually delinquent loans to be non-accruing and continue to recognize interest income on these loans using the accretion model.

Acquired ASC 310-20 loans, which are loans that did not meet the criteria above, were pooled into groups of similar loans based on various factors including borrower type, loan purpose, and collateral type. For these pools, the Corporation used certain loan information, including outstanding principal balance, estimated expected losses, weighted average maturity, weighted average margin, and weighted average interest rate along with estimated prepayment rates, expected lifetime losses, environment factors to estimate the expected cash flow for each loan pool.

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard, and doubtful within the Corporation’s internal risk rating system as of June 30, 2020, and December 31, 2019:



In thousands	Pass		Special Mention		Substandard		Doubtful		Total
JUNE 30, 2020
Originated Loans
Commercial and industrial	$	286,900	$	11,060	$	727	$	—	$	298,687
Commercial real estate	428,746		31,330		10,480		—		470,556
Commercial real estate construction	26,712		1,686		—		—		28,398
Residential mortgage	361,315		4,699		180		—		366,194
Home equity lines of credit	86,972		449		44		—		87,465
Consumer	12,131		—		—		—		12,131
Total Originated Loans	1,202,776		49,224		11,431		—		1,263,431
Acquired Loans
Commercial and industrial	47,951		2,208		1,405		—		51,564
Commercial real estate	279,651		13,359		4,131		—		297,141
Commercial real estate construction	12,191		760		—		—		12,951
Residential mortgage	74,147		3,632		2,172		—		79,951
Home equity lines of credit	26,468		62		407		—		26,937
Consumer	1,588		—		—		—		1,588
Total Acquired Loans	441,996		20,021		8,115		—		470,132
Total Loans
Commercial and industrial	334,851		13,268		2,132		—		350,251
Commercial real estate	708,397		44,689		14,611		—		767,697
Commercial real estate construction	38,903		2,446		—		—		41,349
Residential mortgage	435,462		8,331		2,352		—		446,145
Home equity lines of credit	113,440		511		451		—		114,402
Consumer	13,719		—		—		—		13,719
Total Loans	$	1,644,772	$	69,245	$	19,546	$	—	$	1,733,563



In thousands	Pass		Special Mention		Substandard		Doubtful		Total
DECEMBER 31, 2019
Originated Loans
Commercial and industrial	$	132,791	$	12,249	$	716	$	—	$	145,756
Commercial real estate	414,077		28,264		9,595		—		451,936
Commercial real estate construction	22,905		1,272		—		—		24,177
Residential mortgage	364,814		6,279		251		—		371,344
Home equity lines of credit	92,372		627		83		—		93,082
Consumer	13,331		—		—		—		13,331
Total Originated Loans	1,040,290		48,691		10,645		—		1,099,626
Acquired Loans
Commercial and industrial	3,007		374		178		—		3,559
Commercial real estate	100,199		11,537		3,376		—		115,112
Commercial real estate construction	1,542		697		—		—		2,239
Residential mortgage	33,349		2,089		1,555		—		36,993
Home equity lines of credit	14,603		45		317		—		14,965
Consumer	107		—		—		—		107
Total Acquired Loans	152,807		14,742		5,426		—		172,975
Total Loans
Commercial and industrial	135,798		12,623		894		—		149,315
Commercial real estate	514,276		39,801		12,971		—		567,048
Commercial real estate construction	24,447		1,969		—		—		26,416
Residential mortgage	398,163		8,368		1,806		—		408,337
Home equity lines of credit	106,975		672		400		—		108,047
Consumer	13,438		—		—		—		13,438
Total Loans	$	1,193,097	$	63,433	$	16,071	$	—	$	1,272,601

The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table.



In thousands	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019
Balance at beginning of period	$	642		$	891
Acquisitions of impaired loans	354			—
Reclassification from non-accretable differences	—			393
Accretion to loan interest income	(287		)	(355		)
Balance at end of period	$	709		$	929

Cash flows expected to be collected on acquired loans are estimated quarterly by incorporating several key assumptions similar to the initial estimate of fair value. These key assumptions include probability of default and the amount of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured. Decreases in expected cash flows are recognized as impairment through a charge to the provision for loan losses and credit to the allowance for loan losses.

The following table summarizes information relative to impaired loans by loan portfolio class as of June 30, 2020, and December 31, 2019:



	Impaired Loans with Allowance						Impaired Loans with No Allowance
In thousands	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
JUNE 30, 2020
Commercial and industrial	$	52	$	52	$	29	$	—	$	—
Commercial real estate	1,673		1,673		113		6,798		6,798
Commercial real estate construction	—		—		—		—		—
Residential mortgage	—		—		—		101		101
Home equity lines of credit	—		—		—		44		44
	$	1,725	$	1,725	$	142	$	6,943	$	6,943

DECEMBER 31, 2019
Commercial and industrial	$	65	$	65	$	42	$	—	$	—
Commercial real estate	—		—		—		7,383		7,383
Commercial real estate construction	—		—		—		—		—
Residential mortgage	—		—		—		171		171
Home equity lines of credit	—		—		—		83		83
	$	65	$	65	$	42	$	7,637	$	7,637

The following table summarizes information in regards to the average of impaired loans and related interest income by loan portfolio class for the three months ended June 30, 2020 and 2019:



	Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
June 30, 2020
Commercial and industrial	$	55	$	—	$	—	$	—
Commercial real estate	1,367		—		7,047		45
Commercial real estate construction	—		—		—		—
Residential mortgage	—		—		101		—
Home equity lines of credit	—		—		56		—
	$	1,422	$	—	$	7,204	$	45

June 30, 2019
Commercial and industrial	$	—	$	—	$	—	$	—
Commercial real estate	—		—		6,201		261
Commercial real estate construction	—		—		—		—
Residential mortgage	—		—		594		—
Home equity lines of credit	74		—		—		—
	$	74	$	—	$	6,795	$	261

The following table summarizes information in regards to the average of impaired loans and related interest income by loan portfolio class for the six months ended June 30, 2020 and 2019:



	Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
June 30, 2020
Commercial and industrial	$	59	$	—	$	—	$	—
Commercial real estate	911		—		7,159		115
Commercial real estate construction	—		—		—		—
Residential mortgage	—		—		124		7
Home equity lines of credit	—		—		65		—
	$	970	$	—	$	7,348	$	122

June 30, 2019
Commercial and industrial	$	—	$	—	$	—	$	—
Commercial real estate	—		—		6,388		318
Commercial real estate construction	—		—		—		—
Residential mortgage	—		—		575		—
Home equity lines of credit	—		—		—		—
	$	—	$	—	$	6,963	$	318

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

The following table presents nonaccrual loans by loan portfolio class as of June 30, 2020, and December 31, 2019, the table below excludes $7.5 million in purchase credit impaired loans, net of unamortized fair value adjustments:



In thousands	June 30, 2020		December 31, 2019
Commercial and industrial	$	52	$	65
Commercial real estate	4,738		3,600
Commercial real estate construction	—		—
Residential mortgage	101		171
Home equity lines of credit	44		83
	$	4,935	$	3,919

There were no loans whose terms have been modified thereby resulting in a troubled debt restructuring during the three and six months ended June 30, 2020 and 2019. The Corporation classifies certain loans as troubled debt restructurings when credit terms to a borrower in financial difficulty are modified. The modifications may include a reduction in rate, an extension in term and/or the restructuring of scheduled principal payments. The Corporation had pre-existing nonaccruing and accruing troubled debt restructurings of $3,892,000 and $4,061,000 at June 30, 2020 and June 30, 2019, respectively. All of the Corporation’s troubled debt restructured loans are also impaired loans, of which some have resulted in a specific allocation and, subsequently, a charge-off as appropriate. Included in the non-accrual loan total at June 30, 2020 and June 30, 2019, were $159,000 and $228,000, respectively, of troubled debt restructurings. In addition to the troubled debt restructurings included in non-accrual loans, the Corporation also has loans classified as accruing troubled debt restructurings at June 30, 2020 and June 30, 2019, which total $3,733,000 and $3,833,000, respectively. As of June 30, 2020 and 2019, there were no defaulted troubled debt restructured loans. There were no charge-offs or specific allocation on any of the troubled debt restructured loans for the three and six months ended June 30, 2020 and 2019. One troubled debt restructured loan paid off during 2019 in the amount of $2,198,000. All other troubled debt restructured loans were current as of June 30, 2020, with respect to their associated forbearance agreement, except for one loan which has had periodic late payments. As of June 30, 2020, there are no active forbearance agreements. All forbearance agreements have expired or the loans have paid off.

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at June 30, 2020 and December 31, 2019, totaled $763,000 and $822,000, respectively.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due.

The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2020, and December 31, 2019:



In thousands	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans Receivable		Loans Receivable >90 Days and Accruing
JUNE 30, 2020
Originated Loans
Commercial and industrial	$	15	$	40	$	4	$	59	$	298,628	$	298,687	$	4
Commercial real estate	569		518		4,107		5,194		465,362		470,556		149
Commercial real estate construction	—		77		—		77		28,321		28,398		—
Residential mortgage	122		380		1,543		2,045		364,149		366,194		1,442
Home equity lines of credit	236		25		33		294		87,171		87,465		33
Consumer	30		47		—		77		12,054		12,131		—
Total originated loans	972		1,087		5,687		7,746		1,255,685		1,263,431		1,628
Acquired Loans
Commercial and industrial	249		19		23		291		51,273		51,564		23
Commercial real estate	48		299		549		896		296,245		297,141		549
Commercial real estate construction	—		—		82		82		12,869		12,951		82
Residential mortgage	300		196		575		1,071		78,880		79,951		575
Home equity lines of credit	—		—		66		66		26,871		26,937		66
Consumer	5		—		—		5		1,583		1,588		—
Total acquired loans	602		514		1,295		2,411		467,721		470,132		1,295
Total Loans
Commercial and industrial	264		59		27		350		349,901		350,251		27
Commercial real estate	617		817		4,656		6,090		761,607		767,697		698
Commercial real estate construction	—		77		82		159		41,190		41,349		82
Residential mortgage	422		576		2,118		3,116		443,029		446,145		2,017
Home equity lines of credit	236		25		99		360		114,042		114,402		99
Consumer	35		47		—		82		13,637		13,719		—
Total Loans	$	1,574	$	1,601	$	6,982	$	10,157	$	1,723,406	$	1,733,563	$	2,923



In thousands	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans Receivable		Loans Receivable >90 Days and Accruing
DECEMBER 31, 2019
Originated Loans
Commercial and industrial	$	16	$	—	$	4	$	20	$	145,736	$	145,756	$	4
Commercial real estate	325		2,247		1,286		3,858		448,078		451,936		—
Commercial real estate construction	78		—		—		78		24,099		24,177		—
Residential mortgage	1,625		949		1,232		3,806		367,538		371,344		1,061
Home equity lines of credit	141		77		—		218		92,864		93,082		—
Consumer	38		8		19		65		13,266		13,331		19
Total originated loans	2,223		3,281		2,541		8,045		1,091,581		1,099,626		1,084
Acquired Loans
Commercial and industrial	—		23		—		23		3,536		3,559		—
Commercial real estate	1,063		—		—		1,063		114,049		115,112		—
Commercial real estate construction	—		—		—		—		2,239		2,239		—
Residential mortgage	293		257		120		670		36,323		36,993		120
Home equity lines of credit	236		93		15		344		14,621		14,965		15
Consumer	—		—		—		—		107		107		—
Total acquired loans	1,592		373		135		2,100		170,875		172,975		135
Total Loans
Commercial and industrial	16		23		4		43		149,272		149,315		4
Commercial real estate	1,388		2,247		1,286		4,921		562,127		567,048		—
Commercial real estate construction	78		—		—		78		26,338		26,416		—
Residential mortgage	1,918		1,206		1,352		4,476		403,861		408,337		1,181
Home equity lines of credit	377		170		15		562		107,485		108,047		15
Consumer	38		8		19		65		13,373		13,438		19
Total Loans	$	3,815	$	3,654	$	2,676	$	10,145	$	1,262,456	$	1,272,601	$	1,219

The following tables summarize the allowance for loan losses and recorded investment in loans receivable:



In thousands	Commercial and Industrial			Commercial Real Estate		Commercial Real Estate Construction			Residential Mortgage			Home Equity Lines of Credit			Consumer			Unallocated		Total
AS OF AND FOR THE PERIOD ENDED JUNE 30, 2020
Allowance for Loan Losses
Beginning balance - April 1, 2020	$	2,646		$	7,511	$	231		$	2,701		$	605		$	623		$	1,535	$	15,852
Charge-offs	(17		)	—		—			—			—			(39		)	—		(56		)
Recoveries	5			—		—			—			1			1			—		7
Provisions	22			624		20			373			55			76			1,380		2,550
Ending balance - June 30, 2020	$	2,656		$	8,135	$	251		$	3,074		$	661		$	661		$	2,915	$	18,353

Beginning balance - January 1, 2020	$	2,400		$	6,693	$	298		$	2,555		$	619		$	650		$	620	$	13,835
Charge-offs	(2,034		)	—		—			—			—			(90		)	—		(2,124		)
Recoveries	75			6		—			—			1			10			—		92
Provisions	2,215			1,436		(47		)	519			41			91			2,295		6,550
Ending balance - June 30, 2020	$	2,656		$	8,135	$	251		$	3,074		$	661		$	661		$	2,915	$	18,353
Ending balance: individually evaluated for impairment	$	29		$	113	$	—		$	—		$	—		$	—		$	—	$	142
Ending balance: collectively evaluated for impairment	$	2,627		$	8,022	$	251		$	3,074		$	661		$	661		$	2,915	$	18,211

Loans Receivable
Ending balance	$	350,251		$	767,697	$	41,349		$	446,145		$	114,402		$	13,719		$	—	$	1,733,563
Ending balance: individually evaluated for impairment	$	52		$	8,471	$	—		$	101		$	44		$	—		$	—	$	8,668
Ending balance: collectively evaluated for impairment	$	350,199		$	759,226	$	41,349		$	446,044		$	114,358		$	13,719		$	—	$	1,724,895

AS OF AND FOR THE PERIOD ENDED JUNE 30, 2019
Allowance for Loan Losses
Beginning balance - April 1, 2019	$	2,620		$	6,278	$	241		$	2,737		$	616		$	697		$	831	$	14,020
Charge-offs	(71		)	—		—			—			—			(63		)	—		(134		)
Recoveries	7			—		—			—			8			31			—		46
Provisions	(94		)	134		21			9			1			23			31		125
Ending balance - June 30, 2019	$	2,462		$	6,412	$	262		$	2,746		$	625		$	688		$	862	$	14,057

Beginning balance - January 1, 2019	$	2,597		$	6,208	$	203		$	2,814		$	611		$	692		$	839	$	13,964
Charge-offs	(102		)	—		—			(6		)	(51		)	(107		)	—		(266		)
Recoveries	21			—		—			1			8			54			—		84
Provisions	(54		)	204		59			(63		)	57			49			23		275
Ending balance - June 30, 2019	$	2,462		$	6,412	$	262		$	2,746		$	625		$	688		$	862	$	14,057
Ending balance: individually evaluated for impairment	$	—		$	—	$	—		$	—		$	—		$	—		$	—	$	—
Ending balance: collectively evaluated for impairment	$	2,462		$	6,412	$	262		$	2,746		$	625		$	688		$	862	$	14,057

Loans Receivable
Ending balance	$	161,379		$	552,731	$	20,428		$	419,940		$	110,585		$	14,201		$	—	$	1,279,264
Ending balance: individually evaluated for impairment	$	—		$	5,747	$	—		$	650		$	—		$	—		$	—	$	6,397
Ending balance: collectively evaluated for impairment	$	161,379		$	546,984	$	20,428		$	419,290		$	110,585		$	14,201		$	—	$	1,272,867



In thousands	Commercial and Industrial		Commercial Real Estate		Commercial Real Estate Construction		Residential Mortgage		Home Equity Lines of Credit		Consumer		Unallocated		Total
AS OF DECEMBER 31, 2019
Allowance for Loan Losses
Ending balance	$	2,400	$	6,693	$	298	$	2,555	$	619	$	650	$	620	$	13,835
Ending balance: individually evaluated for impairment	$	42	$	—	$	—	$	—	$	—	$	—	$	—	$	42
Ending balance: collectively evaluated for impairment	$	2,358	$	6,693	$	298	$	2,555	$	619	$	650	$	620	$	13,793

Loans Receivable
Ending balance	$	149,315	$	567,048	$	26,416	$	408,337	$	108,047	$	13,438	$	—	$	1,272,601
Ending balance: individually evaluated for impairment	$	65	$	7,383	$	—	$	171	$	83	$	—	$	—	$	7,702
Ending balance: collectively evaluated for impairment	$	149,250	$	559,665	$	26,416	$	408,166	$	107,964	$	13,438	$	—	$	1,264,899

Loan Modifications/Troubled Debt Restructurings/COVID-19

The Corporation has received a significant number of requests to modify loan terms and/or defer principal and/or interest payments, and has agreed to many such deferrals or are in the process of doing so. Under Section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019, will be considered current for COVID-19 modifications. A financial institution can then use FASB agreed upon temporary changes to GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (TDR), and suspend any determination of a loan modified as a result of COVID-19 being a TDR, including the requirement to determine impairment for accounting purposes. Similarly, FASB has confirmed that short-term modifications made on a good-faith basis in response to COVID-19 to loan customers who were current prior to any relief are not TDRs.

Beginning the week of March 16, 2020, the Corporation began receiving requests for temporary modifications to the repayment structure for borrower loans. The modifications are grouped into deferred payments of no more than six months, interest only, lines of credit only and other. As of June 30, 2020, the Corporation had 466 temporary modifications with principal balances totaling $234,636,342.

Details with respect to actual loan modifications are as follows:



Type of Loans	Number of Loans	Deferral Period	Balance		Percentage of Tier 1 Capital
Commercial Purpose	347	Up to 6 months	$	222,030,594	88.04	%
Consumer Purpose	119	Up to 6 months	12,605,748		5.00
	466		$	234,636,342

The global pandemic referred to as COVID-19 has created many barriers to loan production relative to the measures taken to slow the spread. These measures have put a large strain on a wide variety of industries within the global economy generally, and ACNB’s market specifically. The overall economic impact and effect of the measures is yet to be fully understood as its effects will most likely lag timewise behind while businesses and governments inject resources to help lessen the impact. Despite efforts to lessen the impact, it is the Corporation’s current belief that the pandemic will temporarily, or in some cases permanently, damage our borrower’s ability to repay loans and comply with terms.

The following table provides information with respect to the Corporation’s Commercial loans by industry at June 30, 2020 that may have suffered, or are expected to suffer, greater losses as a result of COVID-19.



Type of Loans	Number of Loans	Balance		Percentage of Total Loan Portfolio		Percentage of Tier 1 Capital
Lessors of Commercial Real Estate	95	$	83,958,412	4.84	%	33.29	%
Lessors of Residential Real Estate	42	13,364,374		0.77		5.30
Hospitality Industry (Hotels/Bed & Breakfast)	28	47,809,096		2.76		18.96
Food Services Industry	31	18,038,550		1.04		7.15
Other	151	58,860,162		3.40		23.34
	347	$	222,030,594	12.81	%	88.04	%

Paycheck Protection Program

An eligible business can apply for a PPP loan up to the greater of: (1) 2.5 times its average monthly payroll costs, or (2) $10.0 million. PPP loans will have: (a) an interest rate of 1.0%, (b) a two-year loan term to maturity for loans originated before June 5th and a five-year maturity for loans originated beginning on June 5th; and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrowers’ PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP, so long as the employer maintains or quickly rehires employees and maintains salary levels and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses.

As of June 30, 2020, the Corporation had originated approximately 1,382 applications for $158,989,693 of loans under the PPP. Fee income was approximately $6 million, before costs. The Corporation recognized $677,000 of PPP fee income during the quarter and the remaining amount will be recognized in future quarters.


10.	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).

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, 2020, and December 31, 2019, are as follows:



		June 30, 2020
In thousands	Basis	Total		Level 1		Level 2		Level 3
U.S. Government and agencies		$	129,864	$	—	$	129,864	$	—
Mortgage-backed securities, residential		100,167		—		100,167		—
State and municipal		25,824		—		25,824		—
Corporate bonds		1,748		—		1,748		—
Total securities available for sale	Recurring	$	257,603	$	—	$	257,603	$	—
Equity securities with readily determinable fair values	Recurring	$	1,962	$	1,962	$	—	$	—
Collateral dependent impaired loans	Nonrecurring	$	5,315	$	—	$	—	$	5,315



		December 31, 2019
In thousands	Basis	Total		Level 1		Level 2		Level 3
U.S. Government and agencies		$	114,249	$	—	$	114,249	$	—
Mortgage-backed securities, residential		65,592		—		65,592		—
State and municipal		10,996		—		10,996		—
Total securities available for sale	Recurring	$	190,837	$	—	$	190,837	$	—
Equity securities with readily determinable fair values	Recurring	$	2,106	$	2,106	$	—	$	—
Collateral dependent impaired loans	Nonrecurring	$	3,806	$	—	$	—	$	3,806

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 thousands

Fair Value Estimate

Valuation Technique

Unobservable Input

Range

Weighted Average

June 30, 2020

Impaired loans

5,315

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(23)%

December 31, 2019

Impaired loans

3,806

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(15)%

(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.

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, 2020:



	June 30, 2020
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	25,919	$	25,919	$	10,597	$	15,322	$	—
Interest-bearing deposits in banks	206,312		206,312		206,312		—		—
Equity securities available for sale	1,962		1,962		1,962		—		—
Investment securities available for sale	257,603		257,603		—		257,603		—
Investment securities held to maturity	14,929		15,463		—		15,463		—
Loans held for sale	5,848		5,848		—		5,848		—
Loans, less allowance for loan losses	1,715,210		1,763,410		—		—		1,763,410
Accrued interest receivable	7,409		7,409		—		7,409		—
Restricted investment in bank stocks	3,582		3,582		—		3,582		—

Financial liabilities:
Demand deposits and savings	1,544,153		1,544,153		—		1,544,153		—
Time deposits	488,648		495,351		—		495,351		—
Short-term borrowings	33,963		33,963		—		33,963		—
Long-term borrowings	57,448		58,831		—		58,831		—
Trust preferred subordinated debt	11,000		9,879		—		9,879		—
Accrued interest payable	2,576		2,576		—		2,576		—

Off-balance sheet financial instruments	—		—		—		—		—

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, 2019:



	December 31, 2019
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	16,878	$	16,878	$	9,542	$	7,336	$	—
Interest-bearing deposits in banks	97,478		97,478		97,478		—		—
Equity securities available for sale	2,106		2,106		2,106		—		—
Investment securities available for sale	190,837		190,837		—		190,837		—
Investment securities held to maturity	19,234		19,281		—		19,281		—
Loans held for sale	2,406		2,406		—		2,406		—
Loans, less allowance for loan losses	1,258,766		1,263,014		—		—		1,263,014
Accrued interest receivable	4,368		4,368		—		4,368		—
Restricted investment in bank stocks	3,644		3,644		—		3,644		—

Financial liabilities:
Demand deposits and savings	1,004,407		1,004,407		—		1,004,407		—
Time deposits	407,853		409,426		—		409,426		—
Short-term borrowings	33,435		33,435		—		33,435		—
Long-term borrowings	61,296		61,965		—		61,965		—
Trust preferred subordinated debt	5,000		4,711		—		4,711		—
Accrued interest payable	2,676		2,676		—		2,676		—

Off-balance sheet financial instruments	—		—		—		—		—


11.	Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation’s consolidated statements of condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Corporation does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Corporation could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Corporation in a segregated custodial account under a tri-party agreement.

The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreement as of June 30, 2020, and December 31, 2019:



								Gross Amounts Not Offset in the Statements of Condition
In thousands		Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statements of Condition		Net Amounts of Liabilities Presented in the Statements of Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
June 30, 2020
Repurchase agreements
Commercial customers and government entities	(a)	$	33,963	$	—	$	33,963	$	(33,963	)	$	—	$	—

December 31, 2019
Repurchase agreements
Commercial customers and government entities	(a)	$	33,435	$	—	$	33,435	$	(33,435	)	$	—	$	—

(a) As of June 30, 2020, and December 31, 2019, the fair value of securities pledged in connection with repurchase agreements was $44,982,000 and $34,582,000, respectively.

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of June 30, 2020:



	Remaining Contractual Maturity of the Agreements
In thousands	Overnight and Continuous		Up to 30 Days		30 - 90 Days		Greater than 90 Days		Total
Repurchase agreements and repurchase-to-maturity transactions
U.S. Treasury and agency securities	$	33,963	$	—	$	—	$	—	$	33,963
Total	$	33,963	$	—	$	—	$	—	$	33,963


12.	Borrowings

The Corporation had long-term debt outstanding as follows:



In thousands	June 30, 2020		December 31, 2019
FHLB advances	$	52,716	$	58,716
Loan payable to local bank	1,582		1,830
Loan payable to local bank	450		750
Loan payable variable rate	2,700		—
Trust preferred subordinated debt	5,000		5,000
Trust preferred subordinated debt	6,000		—
	$	68,448	$	66,296

The FHLB advances are collateralized by the assets defined in the security agreement and FHLB capital stock. FHLB advances have maturity dates from 2020 to 2023 with a weighted average rate of 2.23%.

The first loan payable to a local bank has a fixed rate of 4.5% for the first five years and a variable rate of interest with Prime Rate thereafter to final maturity in June 2028. The principal balance of this note may be prepaid at any time without penalty.

The second loan payable to a local bank is a commercial revolving line of credit which has a variable rate equal to the Wall Street Journal Prime Rate minus 0.25%, 3.00% at June 30, 2020. Principal shall be payable when and in amounts demanded by the bank. The principal balance of this note may be prepaid at any time without penalty.

The loan payable variable rate represents a promissory note (note) issued by FCBI in July 2011 and assumed by ACNB Corporation through the acquisition. The note has been amended from time to time through change in terms agreements. Under the current change in terms agreement, the maturity date of the note is July 10, 2020, with the rate of interest accruing on the principal balance of 3.25% per year. The note is unsecured.

The first trust preferred subordinated debt is comprised of debt securities issued by New Windsor in June 2005 and assumed by ACNB Corporation through the acquisition. New Windsor issued $5,000,000 of 6.39% fixed rate capital securities to institutional investors in a private pooled transaction. The proceeds were transferred to New Windsor 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 arrangements, fully and unconditionally guaranteed all of the trust obligations with respect to the capital securities.

The second trust preferred subordinated debt is comprised of debt securities issued by 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 if LIBOR is no longer available. On June 15, 2020, the most recent interest rate reset date, the interest rate was adjusted to 1.94338% for the period ending September 14, 2020. 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.


13.	Goodwill and Other Intangible Assets

On January 5, 2005, ACNB Corporation (Corporation) completed its acquisition of Russell Insurance Group, Inc. (RIG) of Westminster, Maryland. The acquisition of RIG resulted in goodwill of approximately $6,308,000.

On July 1, 2017, the Corporation completed its acquisition of New Windsor Bancorp, Inc. (New Windsor) of Taneytown, Maryland. The acquisition of New Windsor resulted in goodwill of approximately $13,272,000 and generated $2,418,000 in core deposit intangibles.

On January 11, 2020, the Corporation completed its acquisition of Frederick County Bancorp, Inc. (FCBI) of Frederick, Maryland. The acquisition of FCBI resulted in goodwill of approximately $22,528,000 and generated $3,560,000 in core deposit intangibles.

Combined goodwill included in the Corporation’s consolidated statement of condition is $42,108,000. Goodwill, which has an indefinite useful life, is evaluated for impairment annually and is evaluated for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Corporation did not identify any goodwill impairment on RIG or the Bank’s outstanding goodwill from its most recent testing.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are amortized over their estimated useful lives and subject to periodic impairment testing. Core deposit intangibles are primarily amortized over ten years using accelerated methods. Customer renewal lists are amortized over their estimated useful lives which range from eight to fifteen years.

The carrying value and accumulated amortization of the intangible assets and core deposit intangibles are as follows:



In thousands	Gross carrying amount		Accumulated amortization
RIG amortized intangible assets	$	10,432	$	7,008
New Windsor core deposit intangibles	2,418		1,187
FCBI core deposit intangibles	3,560		324

Goodwill is subject to impairment testing at the reporting unit level, which must be conducted at least annually. The Corporation performs impairment testing during the fourth quarter of each year, or more frequently if impairment indicators or a triggering event exists. We also continue to monitor other intangibles for impairment and to evaluate carrying amounts, as necessary.


14.	Revenue Recognition

As of January 1, 2018, the Corporation adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), as well as subsequent ASUs that modified ASC 606. The Company has elected to apply the ASU and all related ASUs using the cumulative effect approach. The implementation of the guidance had no material impact on the measurement or recognition of revenue of prior periods. The Corporation generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

Additional disclosures related to the Corporation’s largest sources of noninterest income within the consolidated statements of income that are subject to ASC 606 are as follows:

Income from fiduciary, investment management and brokerage activities - ACNB Bank’s Trust & Investment Services, under the umbrella of ACNB Wealth Management, provides a wide range of financial services, including trust services for individuals, businesses and retirement funds. Other services include, but are not limited to, those related to testamentary trusts, life insurance trusts, charitable remainder trusts, guardianships, power of attorney, custodial accounts and investment management and advisor accounts. In addition, ACNB’s Wealth Management Department offers retail brokerage-services through a third party provider. Wealth Management clients are located primarily within the Corporation’s geographic markets. Assets held by the Corporation’s Wealth Management Department, including trust and retail brokerage, in an agency, fiduciary or retail brokerage capacity for its customers are excluded from the consolidated financial statement since they do not constitute assets of the Corporation. Assets held by the Wealth Management Department amounted to $385,150,000 and $370,000,000 at June 30, 2020 and 2019, respectively. Income from fiduciary, investment management and brokerage activities are included in other income.

The majority of trust services revenue is earned and collected monthly, with the amount determined based on the investment funds in each trust multiplied by a fee schedule for type of trust. Each trust has one integrated set of performance obligations so no allocation is required. The performance obligation is met by performing the identified fiduciary service. Successful performance is confirmed by ongoing internal and regulatory control, measurement is by valuing the trust assets at a monthly date to which a fee schedule is applied. Wealth management fees are contractually agreed with each customer, and fee levels vary based mainly on the size of assets under management. The costs of acquiring trust customers are incremental and recognized within noninterest expense in the consolidated statements of income.

Service charges on deposit accounts - Deposits are included as liabilities in the consolidated balance sheets. Service charges on deposit accounts include: overdraft fees, which are charged when customers overdraw their accounts beyond available funds; automated teller machine (ATM) fees charged for withdrawals by deposit customers from other financial institutions’ ATMs; and a variety of other monthly or transactional fees for services provided to retail and business customers, mainly associated with checking accounts. All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. Incremental costs of obtaining deposit contracts are not significant and are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

Interchange revenue from debit card transactions - The Corporation issues debit cards to consumer and business customers with checking, savings or money market deposit accounts. Debit card and ATM transactions are processed via electronic systems that involve several parties. The Corporation’s debit card and ATM transaction processing is executed via contractual arrangements with payment processing networks, a processor and a settlement bank. As described above, all deposit liabilities are considered to have one-day terms and therefore interchange revenue from customers’ use of their debit cards to initiate transactions are recognized in income at the time when the services are provided and related fees received in the Corporation’s deposit account with the settlement bank. Incremental costs associated with ATM and interchange processing are recognized as expense when incurred within noninterest expense in the consolidated statements of income.


15.	New Accounting Pronouncements

ASU 2016-13

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.

The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”), should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon initial recognition, the allowance for credit losses is added to the purchase price (“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.

Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale (AFS) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis.

Certain incremental disclosures are required. Until recently, the new CECL standard was expected to become effective for the Corporation on January 1, 2020, and for interim periods within that year. In October 2019, FASB voted to delay implementation of the new CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules, until January 1, 2023. The Corporation currently expects to continue to qualify as a smaller reporting company, based upon the current SEC definition, and as a result, will likely be able to defer implementation of the new CECL standard for a period of time. The Corporation will not early adopt as of January 1, 2020, but will continue to review factors that might indicate that the full deferral time period should not be used. The Corporation continues to evaluate the impact the CECL model will have on the accounting for credit losses, but the Corporation expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The Corporation cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on its consolidated financial condition or results of operations. Management has developed a committee to address CECL and the committee is currently evaluating options to comply with the ASU in a timely manner.

ASU 2018-14

In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.

The ASU removes the following disclosures:


•	the amounts in accumulated other comprehensive income that the entity expects to recognize in net periodic benefit cost during the next fiscal year;


•	the amount and timing of plan assets expected to be returned to the employer; and,


•	certain related party disclosures.

The ASU clarifies the following disclosure requirements:


•	the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets must be disclosed; and,


•	the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets must be disclosed.

The ASU adds the following disclosure requirements:


•	the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; and,


•	an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.

The ASU is effective for public business entities in fiscal years ending after December 15, 2020. Early adoption is permitted.

The Corporation is currently evaluating the impact this ASU will have on its consolidated financial condition or results of operations.

ASU 2019-12

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), an update to simplify accounting for income taxes by removing certain exceptions in Topic 740. In addition, ASU 2019-12 improves consistent application of other areas of guidance within Topic 740 by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020. The adoption of the new guidance is not expected to have a material effect on the Corporation’s consolidated financial condition or results of operations.

ASU 2020-04

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The amendments in this Update provide optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Corporation is currently evaluating the impact this ASU will have on its consolidated financial condition or results of operations.

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 contains 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 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: the effects of governmental and fiscal policies, as well as legislative and regulatory changes; the effects of new laws and regulations, specifically the impact of the Tax Cuts and Jobs Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; impacts of the capital and liquidity requirements of the Basel III standards; the 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- 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; the effects of economic conditions particularly with regard to the negative impact of severe, wide-ranging and continuing disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) and responses thereto on current customers and the operation of the Corporation, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; the 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; the effects of technology changes; volatilities in the securities markets; the effect of general economic conditions and more specifically in the Corporation’s market areas; the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism; disruption of credit and equity markets; the ability to manage current levels of impaired assets; the loss of certain key officers; the 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, and any Current Reports on Form 8-K.

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 loan losses represents management’s estimate of probable losses inherent in the loan portfolio. Management makes numerous assumptions, estimates and adjustments in determining an adequate allowance. The Corporation assesses the level of potential loss associated with its loan portfolio and provides for that exposure through an allowance for loan losses. The allowance is established through a provision for loan losses charged to earnings. The allowance is an estimate of the losses inherent in the loan portfolio as of the end of each reporting period. The Corporation assesses the adequacy of its allowance on a quarterly basis. The specific methodologies applied on a consistent basis are discussed in greater detail under the caption, Allowance for Loan Losses, in a subsequent section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The evaluation of securities for other-than-temporary impairment requires a significant amount of judgment. In estimating other-than-temporary impairment losses, management considers various factors including the length of time the fair value has been below cost, the financial condition of the issuer, and the Corporation’s intent to sell, or requirement to sell, the security before recovery of its value. Declines in fair value that are determined to be other than temporary are charged against earnings.

Accounting Standard Codification (ASC) Topic 350, Intangibles — Goodwill and Other, requires that goodwill is not amortized to expense, but rather that it be assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. The Corporation did not identify any impairment on RIG’s outstanding goodwill from its most recent testing, which was performed as of October 1, 2019. A qualitative assessment on the Bank’s outstanding goodwill, resulting from the 2017 New Windsor acquisition, was performed on the anniversary date of the merger which showed no impairment. Subsequent to that evaluation, ACNB concluded that it would be preferable to evaluate goodwill in the fourth quarter at year-end. This date was preferable from the anniversary date measurement as events happening nearer to year-end could be factored in if necessary. The second evaluation again revealed no impairment and it was agreed to continue to evaluate goodwill for the Bank at or near year-end. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. The Corporation has not identified any such events and, accordingly, has not tested goodwill resulting from the acquisition of New Windsor Bancorp, Inc. (New Windsor) for impairment during the six months ended June 30, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are amortized over their estimated useful lives and subject to periodic impairment testing. Core deposit intangibles are primarily amortized over ten years using accelerated methods. Customer renewal lists are amortized using the straight line method over their estimated useful lives which range from eight to fifteen years.

RESULTS OF OPERATIONS

Quarter ended June 30, 2020, compared to Quarter ended June 30, 2019

Executive Summary

Net income for the three months ended June 30, 2020, was $5,797,000, compared to net income of $6,466,000 for the same quarter in 2019, a decrease of $669,000 or 10.3%. Basic earnings per share for the three month period was $0.67 in 2020 and $0.92 in 2019, or a 27.2% decrease. The lower net income for the second quarter of 2020 was primarily a result of higher provision expense. Net interest income for the quarter ended June 30, 2020 increased $3,375,000, or 22.5%, as increases in total interest income were greater than increases in total interest expense. Provision for loan losses was $2,550,000 for the quarter ended June 30, 2020, compared to $125,000 for the same quarter in 2019, based on the adequacy analysis including estimation of COVID-19 (C19) losses (that even though not realized are believed to be embedded in the loan portfolio), resulting in an allowance to total loans of 1.06% (1.45% of non-acquired loans) at June 30, 2020. Other income increased $73,000, or 1.5%, due in part to increases in bank fees from selling mortgages into the secondary market. Other expenses increased $1,770,000, or 15.1%, due in part to planned increased expenses for the newly acquired Frederick County Bancorp, Inc. in the Frederick County, Maryland market (FCBI), including increases in customer contact salaries/benefits and other expenses for the larger organization. During the second quarter of 2020 there were $0 in merger/system conversion related expenses for the acquisition of FCBI that was effective on January 11, 2020. Although profitable, ACNB was profoundly impacted by the C19 events, as were all community banks.

Net Interest Income

Net interest income totaled $18,345,000 for the three months ended June 30, 2020, compared to $14,970,000 for the same period in 2019, an increase of $3,375,000, or 22.5%. Net interest income increased due to an increase in interest income to a greater extent than an increase in interest expense. Interest income increased $4,130,000, or 23.7%, due to the acquisition of FCBI increasing average earning assets, in addition to volume from organic growth and increased purchase accounting adjustments net of decreased rates due to market events. The increase in interest expense resulted from deposit rate increases in addition to FCBI related and organic deposit growth. Increased loans outstanding was a result of active participation in the SBA Payroll Protection Program (PPP), the acquisition of FCBI and a concerted effort by management to offset the recent year trend of the market area’s heightened competition and the C19 related declines in the U.S. Treasury yields and other market driver interest rates. The second quarter saw much lower market yields and the difference between longer term rates and shorter term rates was generally modest. These driver rates affect new loan originations and are indexed to a portion of the loan portfolio in that a change in the driver rates changes the yield on new loans and on existing loans at subsequent interest rate reset dates. From these changes, interest income yield was negatively affected as new loans replace paydowns on existing loans and variable rate loans reset to new current rates in these years. Partially offsetting lower yields were FCBI purchase accounting adjustments that increased yield. Interest income increased on investment securities due to new purchases. An amount of earning assets remained in short-term, low-rate money market type accounts during the second quarter of 2020; and there exists ample ability to borrow for liquidity needs. The ability to increase lending is contingent on the effects of C19 on current and potential customers even with intense competition that has reduced new loans and may result in the payoff of existing loans, as economic conditions in the Corporation’s marketplace eventually return to its previous stable state. As to funding costs, interest rates on alternative funding sources, such as the FHLB, and other market driver rates are factors in rates the Corporation and the local market pay for deposits. However, during the recent quarter, rates on transaction, savings and time deposits were sharply cut in order to better match the equally steep decline in earning asset rates. Interest expense increased $755,000, or 30.4%, due to FCBI and higher organic volume net of lower rates on transaction deposits, certificate of deposit rates increases and by less use of higher cost borrowings. The medical need to stop the spread of C19 caused government officials to close or restrict many businesses and their workers. One of the responses was for the Federal Reserve to decrease rates to 0% to 0.25%. The effects of these rate actions and a host of other responses cannot be predicted currently. Over the longer term, the Corporation continues its strategic direction to increase asset yield and interest income by means of loan growth and rebalancing the composition of earning assets to commercial loans.

The net interest spread for the second quarter of 2020 was 3.39% compared to 3.67% during the same period in 2019. Also comparing the second quarter of 2020 to 2019, the yield on interest earning assets decreased by 0.42% and the cost of interest bearing liabilities decreased by 0.13%. The net interest margin was 3.50% for the second quarter of 2020 and 3.89% for the second quarter of 2019. The net interest margin decrease was net of higher purchase accounting adjustments which increased 25 basis points, but was decreased by sharp market rate decreases and less loans as a percentage in the earning asset mix and more lower yielding investments and liquidity assets.

Average earning assets were $2,104,000,000 during the second quarter of 2020, an increase of $560,000,000 from the average for the second quarter of 2019. Average interest bearing liabilities were $1,802,000,000 in the second quarter of 2020, an increase of $636,000,000 from the same period in 2019. Non-interest demand deposits increased $218,000,000 on average. All increases were in large part due to the acquisition of FCBI.

Provision for Loan Losses

The provision for loan losses was $2,550,000 in the second quarter of 2020 and $125,000 in the second quarter of 2019. The determination of the provision was a result of the analysis of the adequacy of the allowance for loan losses calculation. The allowance for loan and lease losses does not include the loans acquired from the FCBI or the New Windsor Bancorp, Inc. acquisition in 2017 (New Windsor), which were recorded at fair value as the acquisition dates. Without the acquired loans, total impaired loans at June 30, 2020 were 12.5% higher when compared to December 31, 2019. Nonaccrual loans increased by 25.9%, or $1,016,000, since December 31, 2019; all substandard loans increased by 21.6% in that period. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors. The second quarter 2020 provision was calculated to be much higher due to the qualitative factor developed that attempts to measure the impact of the C19 pandemic related closure of and impact of restrictions on many of the Bank’s business customers for an extended and undetermined time period. This customer base includes businesses in the hospitality/tourism industry, restaurants and related businesses and lessors of commercial real estate properties. The estimated increase in this qualitative factor for this event was $700,000, for a total of $2,550,000 in provision expense. The remainder of the provision was due to higher loss history from the large charge-off, increased economic conditions qualitative factor, and adjustment to the New Windsor acquired portfolio. Otherwise Management concluded that before the C19 pandemic and the unanticipated deficiencies in the unsecured loans, the loan portfolio exhibited continued general improvement in quantitative

and qualitative measurements as shown in the tables and narrative in this Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements. The effect of the ongoing C19 event cannot be currently estimated other than the calculation that resulted in the above mentioned special qualitative factor. This same analysis concluded that the unallocated allowance should be in the same range in 2020 compared with the previous quarter. For more information, please refer to Allowance for Loan Losses in the following Financial Condition section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the second quarter of 2020, the Corporation had net charge-offs of $49,000, as compared to net charge-offs of $88,000 for the second quarter of 2019.

Other Income

Total other income was $4,893,000 for the three months ended June 30, 2020, up $73,000, or 1.5%, from the second quarter of 2019. Fees from deposit accounts decreased by $303,000, or 32.0%, due to C19-related decrease in economic activity that reduced fee generating activity. Fee volume varies with balance levels, account transaction activity, and customer-driven events such as overdrawing account balances. Various specific government regulations effectively limit fee assessments related to deposit accounts, making future revenue levels uncertain. Revenue from ATM and debit card transactions increased by $79,000 or 12.4%, to $714,000 due to FCBI inclusion in volume and mix. The longer term trend had been increases resulting from consumer desire to use more electronic delivery channels (Internet and mobile applications); however, regulations or legal challenges for large financial institutions may impact industry pricing for such transactions and fees in connection therewith in future periods, the effect of which cannot be currently quantified. A more immediate challenge to this revenue source is the general C19 event and related impact caused decrease in retail activity and the retail system-wide security breaches in the merchant base that are negatively affecting consumer confidence in the debit card channel. Income from fiduciary, investment management and brokerage activities, which includes fees from both institutional and personal trust, investment management services, estate settlement and brokerage services, totaled $655,000 for the three months ended June 30, 2020, as compared to $598,000 for the second quarter of 2019, a 9.5% net increase as a net result of higher fee volume from increased assets under management, higher sporadic estate fee income and varying fees on brokerage relationship transactions. Earnings on bank-owned life insurance increased by $69,000, or 22.3%, as a result of more insurance in place and varying crediting rates. At the Corporation’s wholly-owned insurance subsidiary, Russell Insurance Group, Inc. (RIG), revenue was down by $297,000, or 15.5%, to $1,617,000 during the period due to lower insurance carrier contingent commissions received net of higher commission volume, including volume on new books of business purchased in the interim period. A continuing risk to RIG revenue is nonrenewal of large commercial accounts and actions by insurance carriers to reduce commissions paid to agencies such as RIG. Contingent or extra commission payments from insurance carriers are received in the second quarter of each year. Contingent commissions in 2020 were $302,000, or 65% lower than 2019, due to loss trends at RIG and the entire insurance marketplace in general. Heightened pressure on commissions is expected to continue in this business line from insurance company actions. Estimation of upcoming contingent commissions is not practicable at June 30, 2020. There were no gains or losses on sales of securities during the second quarter of 2020 and 2019. A $74,000 net gain was recognized on local bank and CRA-related equity securities during the second quarter of 2020 due to partial recovery of first quarter C19 related market value changes in publicly-traded stocks, compared to a $129,000 net gain during the second quarter of 2019. Other income in the three months ended June 30, 2020, was up by $523,000, or 181.0%, to $812,000 due to higher sales of residential mortgages, net other fee income variances, mostly volume related.

Other Expenses

Other expenses for the quarter ended June 30, 2020 were $13,455,000, an increase of $1,770,000 or 15.1%.

The largest component of other expenses is salaries and employee benefits, which increased by $1,416,000, or 19.7%, when comparing the second quarter of 2020 to the same period a year ago. Overall, the increase in salaries and employee benefits was the result of increases as follows:


•	continuing to pay all customer-facing staff despite C19 slow activity due to a competitive labor market;


•	the customer-facing staff retained to service the FCBI market;


•	increased business and locations at RIG;


•	increased staff in support functions and higher skilled mix of employees necessitated by regulations and growth;


•	varying performance-based commissions, restricted stock grants and incentives;


•	market changes in actively managing employee benefit plan costs, including health insurance;


•	varying cost of 401(k) plan and non-qualified retirement plan benefits; and,

•

defined benefit pension expense, which was down by $113,000, or 213.2%, when comparing the three months ended June 30, 2020, to the three months ended June 30, 2019, resulting from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense), return on assets at the latest annual evaluation date due to market conditions (equity markets were at good at the 2019 year-end valuation date) and changes in actuarial assumptions reflecting increased longevity.

The Corporation’s overall pension plan investment strategy is to achieve a mix of investments to meet the long-term rate of return assumption and near-term pension obligations with a diversification of asset types, fund strategies, and fund managers. The mix of investments is adjusted periodically by retaining an advisory firm to recommend appropriate allocations after reviewing the Corporation’s risk tolerance on contribution levels, funded status, plan expense, as well as any applicable regulatory requirements. However, the determination of future benefit expense is also dependent on the fair value of assets and the discount rate on the year-end measurement date, which in recent years has experienced fair value volatility and low discount rates. The expense could also be higher in future years due to volatility in the discount rates at the latest measurement date, lower plan returns, and change in mortality tables utilized.

Net occupancy expense increased by $137,000, or 18.7%, mostly due to additional offices included in the FCBI acquisition. Equipment expense increased by $252,000, or 20.7%, due to tech equipment expenditures including those for the FCBI market. Equipment expense is subject to ever-increasing technology demands and the need for system upgrades for security and reliability purposes. Technology investments and training allowing staff to work from home proved invaluable.

Professional services expense totaled $254,000 during the second quarter of 2020, as compared to $283,000 for the same period in 2019, a decrease of $29,000, or 10.2%. This category includes expenses related to legal corporate governance, risk, compliance management and audit engagements, and legal counsel matters in connection with loans. It varies with specific engagements that are not on a regular recurring basis.

Marketing and corporate relations expenses were $157,000 for the second quarter of 2020, or 8.2% lower, as compared to the same period of 2019. Marketing expense varies with the timing and amount of planned advertising production and media expenditures, typically related to the promotion of certain in-market banking and trust products.

Foreclosed assets held for resale consist of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. Foreclosed real estate expense recovery (from prior year losses) was $168,000 and $3,000 for the three months ended June 30, 2020 and 2019, respectively. The expense varies based upon the number and mix of commercial and residential real estate properties, unpaid property taxes, and deferred maintenance required upon acquisition. In addition, some properties suffer decreases in value after acquisition, requiring write-downs to fair value during the prolonged marketing cycles for these distressed properties. The higher expense recovery in 2020 was related to expense recoveries through final liquidation. Foreclosed assets held for resale expenses or recoveries will vary in the remainder of 2020 depending on the unknown expenses related to new properties acquired and final disposition. Foreclosure actions could be delayed in the C19 environment.

Other tax expense increased by $45,000, or 16.4%, comparing the three months ended June 30, 2020 and 2019, including higher Pennsylvania Bank Shares Tax. The Pennsylvania Bank Shares Tax is a shareholders’ equity-based tax and is subject to increases based on state government parameters and the level of the stockholders’ equity base that increased with retained earnings equity. Supplies and postage expense increased by 12.4% due to variation in timing of sporadic refills. FDIC and regulatory expense decreased 9.4% based on this credit will not repeat in future periods depending on the change in the funding ratio. Intangible amortization increased 104.4% due to the FCBI acquisition and new RIG books of business purchases. Other operating expenses decreased by $44,000, or 3.3%, in the second quarter of 2020, as compared to the second quarter of 2019. Decreases included travel and training categories in which expense was limited by travel and congregation restrictions. Other expenses include the expense of reimbursing debit card customers for unauthorized transactions to their accounts and other third-party fraudulent use, added approximately $9,000 to other expenses in the second quarter of 2020 compared to $21,000 in the second quarter of 2019. Third-party breaches also cause additional card inventory and processing costs to the Corporation, none of which is expected to be recovered from the third-party merchants or other parties where the breaches occur. The debit card electronic delivery channel is valued by customers and provides significant revenue to the Corporation. The expense related to reimbursements is unpredictable and varying, but ACNB has policies and procedures to limit exposure.

Provision for Income Taxes

The Corporation recognized income taxes of $1,436,000, or 19.9% of pretax income, during the second quarter of 2020, as compared to $1,514,000, or 19.0% of pretax income, during the same period in 2019. The variances from the federal statutory rate of 21% in the respective periods are generally due to tax-exempt income from investments in and loans to state and local units of government at below-market rates (an indirect form of taxation), investment in bank-owned life insurance, and investments in low-income housing partnerships (which qualify for federal tax credits). In addition, both years include Maryland corporation income taxes. Low-income housing tax credits were $66,000 and $72,000 for the three months ended June 30, 2020 and 2019, respectively.

Six Months ended June 30, 2020, compared to Six Months ended June 30, 2019

Executive Summary

Net income for the six months ended June 30, 2020, was $4,574,000, compared to $12,330,000 for the same six months in 2019, a decrease of $7,756,000 or 62.9%. Basic earnings per share for the six month period was $0.53 in 2020 and $1.75 in 2019 or a 69.7% decrease over the prior period. The lower net income for the first half of 2020 was primarily a result of merger related expenses in the first quarter and higher provision expense. Net interest income for the six months ended June 30, 2020 increased $6,165,000, or 20.8%, as increases in total interest income were greater than increases in total interest expense. Provision for loan losses was $6,550,000 for the six months ended June 30, 2020, compared to $275,000 for the same six months in 2019, based on the adequacy analysis including estimation of C19 losses (that even though not realized are believed to be embedded in the loan portfolio), resulting in an allowance to total loans of 1.06% (1.45% of non-acquired loans) at June 30, 2020. Other income increased $299,000, or 3.4%, due to increased sale of residential mortgages into the secondary market. Other expenses increased $9,966,000, or 43.4%, due in part to merger and conversion expenses for the acquisition of FCBI, increases in salaries and benefits and other expenses for a larger organization. During the six months ended June 30, 2020 there were $5,965,000 in merger/system conversion related expenses for the acquisition of FCBI that was effective on January 11, 2020.

Net Interest Income

Net interest income totaled $35,800,000 for the six months ended June 30, 2020, compared to $29,635,000 for the same period in 2019, an increase of $6,165,000, or 20.8%. Net interest income increased due to an increase in interest income to a greater extent than an increase in interest expense. Interest income increased $8,154,000, or 23.7%, due to the acquisition of FCBI increasing average earning assets, in addition to volume from organic growth (including PPP) and increased purchase accounting adjustments net of decreased rates due to market events. The increase in interest expense resulted from FCBI related addition and organic deposit growth net of deposit rate decreases. Increased loans outstanding was a result of the active participation in the C19 created SBA Paycheck Protection Program (PPP), to the acquisition of FCBI and to concerted effort by management to offset the recent year trend of the market area’s heightened competition and declines in the U.S. Treasury yields and other market driver interest rates. The first half of 2020 saw much lower market yields and the difference between longer term rates and shorter term rates was modest. These driver rates affect new loan originations and are indexed to a portion of the loan portfolio in that a change in the driver rates changes the yield on new loans and on existing loans at subsequent interest rate reset dates. From these changes, interest income yield was negatively affected as new loans replace paydowns on existing loans and variable rate loans reset to new current rates in these years. Partially offsetting lower yields were FCBI purchase accounting adjustments that increased yield. Interest income increased on investment securities due to new purchases. An elevated amount of earning assets remained in short-term, low-rate money market type accounts during the first six months of 2020; and there exists ample ability to borrow for liquidity needs. The ability to increase lending is contingent on the effects of intense competition that has reduced new loans and may result in the payoff of existing loans, as well as economic conditions in the Corporation’s marketplace. As to funding costs, interest rates on alternative funding sources, such as the FHLB, and other market driver rates are factors in rates the Corporation and the local market pay for deposits. However, during the recent quarter, rates on Transaction, savings and time deposits were sharply reduced in order to match sharply reduced market earning asset yields. Interest expense increased $1,989,000, or 42.3%, due to FCBI and organic volume and year over year rates variances, partially offset by less use of higher cost borrowings. The medical need to stop the spread of C19 caused government officials to close or restrict many businesses and their workers. One of the responses was for the Federal Reserve to decrease rates to 0% to 0.25%. The effects of these rate actions and a host of other responses cannot be predicted currently. Over the longer term, the Corporation continues its strategic direction to increase asset yield and interest income by means of loan growth and rebalancing the composition of earning assets to commercial loans.

The net interest spread for the first six months of 2020 was 3.39% compared to 3.71% during the same period in 2019. Also comparing the first six months of 2020 to 2019, the yield on interest earning assets decreased by 0.34% and the cost of interest

bearing liabilities decreased by 0.01%. The net interest margin was 3.53% for the first six months of 2020 and 3.91% for the first six months of 2019. The net interest margin decrease was net of higher purchase accounting adjustments which increased 18 basis points, but was decreased by less loans as a percentage in the earning asset mix and more lower yielding PPP loans, investments and liquidity assets.

Average earning assets were $2,040,000,000 during the first six months of 2020, an increase of $511,000,000 from the average for the first six months of 2019. Average interest bearing liabilities were $1,673,000,000 in the first six months of 2020, an increase of $514,000,000 from the same period in 2019. Non-interest demand deposits increased $168,000,000 on average. All increases were in large part due to the acquisition of FCBI and to the C19 effect of money parked in the banking system during government-mandated shutdowns.

Provision for Loan Losses

The provision for loan losses was $6,550,000 in the first six months of 2020 and $275,000 in the first six months of 2019. The determination of a need for a provision was a result of the analysis of the adequacy of the allowance for loan losses calculation. The allowance for loan and lease losses does not include the loans acquired from the FCBI or the New Windsor Bancorp Inc. acquisition in 2017 (New Windsor), which were recorded at fair value as of the acquisition dates. Without the acquired loans, total impaired loans at June 30, 2020 were 12.5% higher compared to December 31, 2019. Nonaccrual loans increased by 25.9%, or $1,016,000, since December 31, 2019; all substandard loans increased by 21.6% in that period. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors. The first half of 2020 provision was calculated to be much higher due to a charge-off of a $2,000,000 loan after the death of the borrower and a determination that the borrower’s net worth was estimated to be not adequate for unsecured creditors. The second cause for the large increase was a qualitative factor developed that attempts to measure the impact of the C19 pandemic related closure of and impact of restrictions on many of the Bank’s business customers for an undetermined time period. This customer base includes businesses in the hospitality/tourism industry, restaurants and related businesses and lessors of commercial real estate properties. The estimation of the qualitative factor for this event was $2,200,000, for a total of $6,550,000 in provision expense. The remainder was due to the $2,000,000 charge-off, increase in economic qualitative factor, and adjustment to the New Windsor acquired portfolio. Otherwise, Management concluded that before the C19 pandemic and the unanticipated deficiencies in the unsecured loans, the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements as shown in the tables and narrative in this Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements. The effect of the ongoing C19 event cannot be currently estimated other than the calculation that resulted in the above mentioned special qualitative factor. This same analysis concluded that the unallocated allowance should be in the same range in 2020 compared with the previous quarter. For more information, please refer to Allowance for Loan Losses in the following Financial Condition section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the first six months of 2020, the Corporation had net charge-offs of $2,032,000, as compared to net charge-offs of $182,000 for the first six months of 2019.

Other Income

Total other income was $9,059,000 for the six months ended June 30, 2020, up $299,000, or 3.4%, from the first six months of 2019. Fees from deposit accounts decreased by $251,000, or 13.3%, due to C19 related slow economic conditions that reduced fee generating activity. Fee volume varies with balance levels, account transaction activity, and customer-driven events such as overdrawing account balances. Various specific government regulations effectively limit fee assessments related to deposit accounts, making future revenue levels uncertain. Revenue from ATM and debit card transactions increased by $179,000 or 15.3%, to $1,352,000 due to variations in volume and mix. The longer term trend had been increases resulting from consumer desire to use more electronic delivery channels (Internet and mobile applications); however, regulations or legal challenges for large financial institutions may impact industry pricing for such transactions and fees in connection therewith in future periods, the effect of which cannot be currently quantified. A more immediate challenge to this revenue source is the general C19 event and related impact caused decrease in retail activity and the retail system-wide security breaches in the merchant base that are negatively affecting consumer confidence in the debit card channel. Income from fiduciary, investment management and brokerage activities, which includes fees from both institutional and personal trust, investment management services, estate settlement and brokerage services, totaled $1,323,000 for the six months ended June 30, 2020, as compared to $1,190,000 for the first six months of 2019, a 11.2% net increase as a net result of higher fee volume from increased assets under management, higher sporadic estate fee income and varying fees on brokerage relationship transactions. Earnings on bank-owned life insurance increased by $152,000, or 26.5%, as a result of more insurance in place and varying crediting rates. At the Corporation’s wholly-owned insurance subsidiary, Russell Insurance Group, Inc. (RIG), revenue was down by $177,000 from lower contingent commissions, or 5.5%, to $3,057,000 during the period that experience increased commission volume on new books of business purchased in the interim period. A continuing risk to RIG revenue is nonrenewal of large commercial

accounts and actions by insurance carriers to reduce commissions paid to agencies such as RIG. Contingent or extra commission payments from insurance carriers are received in the second quarter of each year. Contingent commissions in 2020 were lower than 2019 due to specific sporadic loss event at RIG and the higher losses in the entire insurance marketplace in general. Heightened pressure on commissions is expected to continue in this business line from insurance company actions. There were no gains or losses on sales of securities during the first six months of 2020 and 2019. A $401,000 net loss was recognized on local bank and CRA-related equity securities during the first six months of 2020 due to the C19 related market value changes in publicly-traded stocks, compared to a $162,000 net gain during the first six months of 2019. Other income in the six months ended June 30, 2020, was up by $826,000, or 151.8%, to $1,370,000 due to higher sales of residential mortgages and net other fee income increases, mostly volume related.

Other Expenses

Other expenses for the six months ended June 30, 2020 were $32,912,000, an increase of $9,966,000 or 43.4%. Acquisition and integration costs related to the FCBI acquisition totaled $5,965,000 for the first half of 2020 compared to $0 for the first half of 2019. Merger expenses included legal and consulting expenses to effect the legal merger, investment banking and preparing purchase accounting adjustments. Integration expenses included severance payments to FCBI staff separated by the merger, consultant costs to integrate FCBI systems into ACNB’s and the cost to terminate all FCBI core banking and electronic technology systems contracts. These costs were all necessary to provide requisite internal controls and cost effective core banking technology systems going forward. The costs of integrating all systems into one system was important to the merger viability and ongoing system integrity and quality.

Other than acquisition and integration costs, the largest component of other expenses is salaries and employee benefits, which increased by $2,952,000, or 20.9%, when comparing the first six months of 2020 to the same period a year ago. Overall, the increase in salaries and employee benefits was the result of increases as follows:


•	replacing and maintaining customer-facing staff through the C19 event due to a competitive labor market;


•	the customer-facing staff retained to service the FCBI market;


•	increased business and locations at RIG;


•	increased staff in support functions and higher skilled mix of employees necessitated by regulations and growth;


•	normal merit increases to employees and associated payroll taxes;


•	varying performance-based commissions, restricted stock grants and incentives;


•	market changes in actively managing employee benefit plan costs, including health insurance;


•	varying cost of 401(k) plan and non-qualified retirement plan benefits; and,

•

defined benefit pension expense, which was down by $225,000, or 214.3%, when comparing the six months ended June 30, 2020, to the six months ended June 30, 2019, resulting from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense), return on assets at the latest annual evaluation date due to market conditions (equity markets were at good at the 2019 year-end valuation date) and changes in actuarial assumptions reflecting increased longevity.

Net occupancy expense increased by $255,000, or 16.0%, mostly due to additional offices included in the FCBI acquisition. Equipment expense increased by $433,000, or 18.6%, due to tech equipment expenditures including those for the FCBI market. Equipment expense is subject to ever-increasing technology demands and the need for system upgrades for security and

reliability purposes. Technology investments and training allowing staff to work from home is currently proving invaluable.

Professional services expense totaled $656,000 during the first six months of 2020, as compared to $483,000 for the same period in 2019, an increase of $173,000, or 35.8%. This category includes expenses related to legal corporate governance, risk, compliance management and audit engagements, and legal counsel matters in connection with loans. It varies with specific engagements that are not on a regular recurring basis.

Marketing and corporate relations expenses were $341,000 for the first six months of 2020, or 10.0% higher, as compared to the same period of 2019. Marketing expense varies with the timing and amount of planned advertising production and media expenditures, typically related to the promotion of certain in-market banking and trust products; and to promote and inform the FCBI marketplace of the ACNB acquisition, and ACNB’s products and systems.

Foreclosed assets held for resale consist of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. Foreclosed real estate expense recovery was $93,000 and $56,000 for the six months ended June 30, 2020 and 2019, respectively. The expense varies based upon the number and mix of commercial and residential real estate properties, unpaid property taxes, and deferred maintenance required upon acquisition. In addition, some properties suffer decreases in value after acquisition, requiring write-downs to fair value during the prolonged marketing cycles for these distressed properties. The higher net expense recovery in 2020 was related to varying expenses on unrelated properties and varying expense recoveries through liquidation. Foreclosed assets held for resale expenses or recoveries will vary in the remainder of 2020 depending on the unknown expenses related to new properties acquired and final disposition. Foreclosure actions could be delayed in the C19 environment.

Other tax expense increased by $110,000, or 20.5%, comparing the six months ended June 30, 2020 and 2019, in part due to higher Pennsylvania Bank Shares Tax. The Pennsylvania Bank Shares Tax is a shareholders’ equity-based tax and is subject to increases based on state government parameters and the level of the stockholders’ equity base that increased with retained earnings equity. Supplies and postage expense increased by 6.5% due to variation in timing of sporadic refills. FDIC and regulatory expense decreased 43.5% based on FDIC credits received in 2020 based on the FDIC fund reaching a particular funding ratio; this credit will not necessarily repeat in future periods depending on the change in the funding ratio. Intangible amortization increased 103.8% due to the FCBI acquisition and new RIG books of business purchases. Other operating expenses decreased by $123,000, or 4.8%, in the first six months of 2020, as compared to the first six months of 2019. Decreases included travel and training categories in which expense was limited by travel and congregation restrictions. Other expenses include the expense of reimbursing debit card customers for unauthorized transactions to their accounts and other third-party fraudulent use, added approximately $43,000 to other expenses in the first six months of 2020 compared to $45,000 in the first six months of 2019. Third-party breaches also cause additional card inventory and processing costs to the Corporation, none of which is expected to be recovered from the third-party merchants or other parties where the breaches occur. The debit card electronic delivery channel is valued by customers and provides significant revenue to the Corporation. The expense related to reimbursements is unpredictable and varying, but ACNB has policies and procedures in place to limit exposure.

Provision for Income Taxes

The Corporation recognized income taxes of $823,000, or 15.2% of pretax income, during the first six months of 2020, as compared to $2,844,000, or 18.7% of pretax income, during the same period in 2019. The variances from the federal statutory rate of 21% in the respective periods are generally due to tax-exempt income from investments in and loans to state and local units of government at below-market rates (an indirect form of taxation), investment in bank-owned life insurance, and investments in low-income housing partnerships (which qualify for federal tax credits). In addition, both years includes Maryland corporation income taxes. Low-income housing tax credits were $128,000 and $144,000 for the six months ended June 30, 2020 and 2019, respectively.

FINANCIAL CONDITION

Assets totaled $2,412,303,000 at June 30, 2020, compared to $1,720,253,000 at December 31, 2019, and $1,679,305,000 at June 30, 2019. Average earning assets during the six months ended June 30, 2020, increased to $2,040,000,000 from $1,529,000,000 during the same period in 2019. Average interest bearing liabilities increased in 2020 to $1,673,000,000 from $1,159,401,000 in 2019.

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 changes in the securities portfolio were the net result of purchases and matured securities to provide proper collateral for public deposits. Investing into investment security portfolio assets over the past several years was made more challenging due to the Federal Reserve Bank’s program commonly called Quantitative Easing in which, by the Federal Reserve’s open market purchases, the yields were maintained at a lower level than would otherwise be the case. The investment portfolio is comprised of U.S. Government agency, 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, 2020, the securities balance included a net unrealized gain on available for sale securities of $5,232,000, net of taxes, on amortized cost of $250,876,000 versus a net unrealized gain of $1,261,000, net of taxes, on amortized cost of $189,208,000 at December 31, 2019, and a net unrealized gain of $946,000, net of taxes, on amortized cost of $174,490,000 at June 30, 2019. The change in fair value of available for sale securities during 2020 was a result of the higher amount of investments in the available for sale portfolio and by an increase in fair value from a decrease in the U.S. Treasury yield curve rates and the spread from this yield curve required by investors on the types of investment securities that ACNB owns. The Federal Reserve reinstituted their Quantitative Easing program in the current C19 crisis; and after increasing the fed funds rate in mid-December 2015 through December 2018 the Federal Reserve decreased the target rate to 0% to 0.25% in the ongoing C19 crisis; both action causing the U.S. Treasury yield curve to decrease in the time relevant to the investment securities in the Corporation’s portfolio as of June 30, 2020. However, fair values were volatile on any given day in all periods presented and such volatility will continue. The changes in value are deemed to be related solely to changes in interest rates as the credit quality of the portfolio is high.

At June 30, 2020, the securities balance included held to maturity securities with an amortized cost of $14,929,000 and a fair value of $15,463,000, as compared to an amortized cost of $19,234,000 and a fair value of $19,281,000 at December 31, 2019, and an amortized cost of $24,722,000 and a fair value of $24,772,000 at June 30, 2019. The held to maturity securities are U.S. government agency debentures and pass-through mortgage-backed securities in which the full payment of principal and interest is guaranteed; however, they were not classified as available for sale because these securities are generally used as required collateral for certain eligible government accounts or repurchase agreements. They are also held for possible pledging to access additional liquidity for banking subsidiary needs in the form of FHLB borrowings. Due to changes in accounting rules, no held to maturity securities were added in the past several years. No held to maturity securities were acquired from FCBI.

The Corporation does not own investments consisting of pools of Alt-A or subprime mortgages, private label mortgage-backed securities, or trust preferred 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 8 — “Securities” in the Notes to Consolidated Financial Statements for more information on the security portfolio and Note 10 — “Fair Value Measurements” in the Notes to Consolidated Financial Statements for more information about fair value.

Loans

Loans outstanding increased by $454,299,000, or 35.5%, from June 30, 2019, to June 30, 2020, and increased by $460,962,000, or 36.2%, from December 31, 2019, to June 30, 2020. The increase year to date is primarily attributable to the FCBI acquisition and active participation in the PPP program, net of selling most new residential mortgages and early payoffs of other loans. The year over year increase in loan volume was a result of active participation in the Paycheck Protection Program (PPP) and the FCBI new loans, net of payoff and paydowns. These results came from the focused efforts by management to lend to creditworthy borrowers subject to the Corporation’s disciplined underwriting standards, despite intense competition. In all periods, residential real estate lending and refinance activity was sold to the secondary market and commercial loans were subject to refinancing to competition for different rates or terms. In the normal course of business, more payoffs were anticipated in the remainder of 2020 from either customers’ cash reserves or refinancing at competing banks and markets, and currently lending actions are continuing while dealing with modifications and the ongoing work involved with the PPP Small Business Administration (SBA) guaranteed loans. During the first six months of 2020, total commercial purpose loans increased and local market portfolio residential mortgages increased, largely from the acquisition of FCBI and active participation in the PPP program. Total commercial purpose segments increased $416,518,000, or 56.1%, as compared to

December 31, 2019. $158,170,000 of this increase was PPP loans written in the second quarter of 2020 to existing ACNB commercial customer base. Otherwise these loans are spread among diverse categories that include municipal governments/school districts, commercial real estate, commercial real estate construction, and commercial and industrial. Included in the commercial, financial and agricultural category are loans to Pennsylvania school districts, municipalities (including townships) and essential purpose authorities. In most cases, these loans are backed by the general obligation of the local government body. In many cases, these loans are obtained through a bid process with other local and regional banks. The loans are bank qualified for mostly tax free interest income treatment for federal income taxes. These loans totaled $79,241,000 at June 30, 2020, an increase of 23.5% from $64,137,000 held at the end of 2019; these loans are especially subject to refinancing in a declining rate environment. Residential real estate mortgage lending, which includes smaller commercial purpose loans secured by the owner’s home, increased by $44,163,000, or 8.6%, as compared to December 31, 2019. These loans are to local borrowers who preferred loan types that would not be sold into the secondary mortgage market. Of the $560,547,000 total in residential mortgage loans at June 30, 2020, $148,399,000 were secured by junior liens or home equity loans, which are also in many cases junior liens. Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a senior 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 market weakens, property values deteriorate, or rates increase sharply. Non-real estate secured consumer loans comprise 0.8% of the portfolio, with automobile-secured loans representing 0.1% of the portfolio.

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the C19 pandemic. The CARES Act authorized the SBA to temporarily guarantee loans under a new 7(a) loan program called the PPP. As a qualified SBA lender, the Corporation was automatically authorized to originate PPP loans. As of June 30, 2020, the Corporation had originated approximately 1,400 loans in the amount of $158,170,000 under the PPP. Fee income was received for $6.0 million, before costs, $677,000 was recognized as adjustment to interest income yield in the second quarter and the balance will be recognized in future quarters as an adjustment of interest income yield.

Most of the Corporation’s lending activities are with customers located within southcentral Pennsylvania and in the northern Maryland area. This region currently and historically has lower unemployment rates than the U.S. as a whole. Included in commercial real estate loans are loans made to lessors of non-residential properties that total $367,564,000, or 21.2% of total loans, at June 30, 2020. 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.

Allowance for Loan Losses

ACNB maintains the allowance for loan losses at a level believed to be adequate by management to absorb probable losses in the loan portfolio, and it is funded through a provision for loan losses charged to earnings. On a quarterly basis, ACNB utilizes a defined methodology in determining the adequacy of the allowance for loan losses, which considers specific credit reviews, past loan losses, historical experience, and qualitative factors. This methodology results in an allowance that is considered appropriate in light of the high degree of judgment required and that is prudent and conservative, but not excessive.

Management assigns internal risk ratings for each commercial lending relationship. Utilizing historical loss experience, adjusted for changes in trends, conditions, and other relevant factors, management derives estimated losses for non-rated and non-classified loans. When management identifies impaired loans with uncertain collectibility of principal and interest, it evaluates a specific reserve on a quarterly basis in order to estimate potential losses. Management’s analysis considers:


•	adverse situations that may affect the borrower’s ability to repay;


•	the current estimated fair value of underlying collateral; and,


•	prevailing market conditions.

If management determines a loan is not impaired, a specific reserve allocation is not required. Management then places the loan in a pool of loans with similar risk factors and assigns the general loss factor to determine the reserve. For homogeneous loan types, such as consumer and residential mortgage loans, management bases specific allocations on the average loss ratio for the previous twelve quarters for each specific loan pool. Additionally, management adjusts projected loss ratios for other factors, including the following:


•	lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;


•	national, regional and local economic and business conditions, as well as the condition of various market segments, including the impact on the value of underlying collateral for collateral dependent loans;


•	nature and volume of the portfolio and terms of loans;


•	experience, ability and depth of lending management and staff;


•	volume and severity of past due, classified and nonaccrual loans, as well as other loan modifications; and,


•	existence and effect of any concentrations of credit and changes in the level of such concentrations.

•

For 2020 a special unallocated allowance was developed to quantify a current expected incurred loss as a result of C19. The factor considered the loan mix effects of businesses likely to be harder hit by quarantine closure orders, the relative amount of C19 modifications requested to date, the estimated regional infection stage and geopolitical factors. A large unknown in this factor is the expected duration of the quarantine period.

Management determines the unallocated portion of the allowance for loan losses, which represents the difference between the reported allowance for loan losses and the calculated allowance for loan losses, based on the following criteria:


•	the risk of imprecision in the specific and general reserve allocations;


•	the perceived level of consumer and small business loans with demonstrated weaknesses for which it is not practicable to develop specific allocations;


•	other potential exposure in the loan portfolio;


•	variances in management’s assessment of national, regional and local economic conditions; and,


•	other internal or external factors that management believes appropriate at that time, such as COVID-19.

The unallocated portion of the allowance is deemed to be appropriate as it reflects an uncertainty that remains in the loan portfolio; specifically reserves where the Corporation believes that tertiary losses are probable above the loss amount derived using appraisal-based loss estimation, where such additional loss estimates are in accordance with regulatory and GAAP guidance. Appraisal-based loss derivation does not fully develop the loss present in certain unique, ultimately bank-owned collateral. The Corporation has determined that the amount of provision in 2020 and the resulting allowance at June 30, 2020, are appropriate given the continuing level of risk in the loan portfolio. Further, management believes the unallocated allowance is appropriate, because even though the impaired loans added since 2019 demonstrate generally low risk due to adequate real estate collateral, the value of such collateral can decrease; plus, the growth in the loan portfolio is centered around commercial real estate which continues to have little increase in value and low liquidity. In addition, there are certain loans that, although they did not meet the criteria for impairment, management believes there was a strong possibility that these loans represented potential losses at June 30, 2020. The amount of the unallocated portion of the allowance was $2,915,000 at June 30, 2020. Before the C19 event, management concluded that the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements.

Management believes the above methodology materially reflects losses inherent in the portfolio. Management charges actual loan losses to the allowance for loan losses. Management periodically updates the methodology and the assumptions discussed above.

Management bases the provision for loan losses, or lack of provision, on the overall analysis taking into account the methodology discussed above, which is consistent with recent quarters’ improvement in the credit quality in the loan portfolio, but a large unanticipated charge-off ($2,000,000) with increased risk from the impact of C19 (an additional $2,200,000). The provision for year-to-date June 30, 2020 and 2019, was $6,550,000 and $275,000, respectively. More specifically, as total loans increased from year-end 2019 and the provision expense increased year over year, the allowance for loan losses was derived with data that most existing impaired credits were, in the opinion of management, adequately collateralized.

Federal and state regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio and economic conditions, management believes the current level of the allowance for loan losses is adequate.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument. Upon adoption, the change in this accounting guidance could result in an increase in the Corporation’s allowance for loan losses and require the Corporation to record loan losses more rapidly. In October 2019, FASB voted to delay implementation of the CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules until January 1, 2023. As a result ACNB will likely be able to defer implementation of the CECL standard for a period of time.

The allowance for loan losses at June 30, 2020, was $18,353,000, or 1.06% of total loans (1.45% of non-acquired loans), as compared to $14,057,000, or 1.10% of loans, at June 30, 2019, and $13,835,000, or 1.09% of loans, at December 31, 2019. The increase from year-end resulted from charge-offs of $2,032,000 net of recoveries and $6,550,000 in provisions, as shown in the table below. In the following discussion, acquired loans from FCBI and New Windsor were recorded at fair value at the acquisition date and are not included in the tables and information below, see more information in Note 9 — “Loans” in the Notes to Consolidated Financial Statements.

Changes in the allowance for loan losses were as follows:



In thousands	Six Months Ended June 30, 2020			Year Ended December 31, 2019			Six Months Ended June 30, 2019
Beginning balance - January 1	$	13,835		$	13,964		$	13,964
Provisions charged to operations	6,550			600			275
Recoveries on charged-off loans	92			188			84
Loans charged-off	(2,124		)	(917		)	(266		)
Ending balance	$	18,353		$	13,835		$	14,057

Loans past due 90 days and still accruing were $2,923,000 and nonaccrual loans were $4,935,000 as of June 30, 2020. $159,000 of the nonaccrual balance at June 30, 2020, were in troubled debt restructured loans. $3,733,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were $1,831,000 at June 30, 2019, while nonaccruals were $2,564,000. $228,000 of the nonaccrual balance at June 30, 2019, was in troubled debt restructured loans. $3,833,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were $1,219,000 at December 31, 2019, while nonaccruals were $3,919,000. $191,000 of the nonaccrual balance at December 31, 2019, were in troubled debt restructured loans. $3,783,000 of the impaired loans were accruing troubled debt restructured loans. Total additional loans classified as substandard (potential problem loans) at June 30, 2020, June 30, 2019, and December 31, 2019, were approximately $2,763,000, $1,838,000 and $2,943,000, respectively.

The acquisition of FCBI and New Windsor loans at fair value did not require a provision expense. More specifically, even with the manageable level of nonaccrual loans and with substandard loans in the second quarter of 2020, a $6,550,000 provision addition to the allowance was necessary due to an unanticipated charge-off of $1,990,000 and a special unallocated allowance for C19 of $2,200,000.

The Corporation has received significant numbers of requests to modify loan terms and/or defer principal and/or interest payments, and has agreed to appropriate deferrals or are in the process of doing so. Under Section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019, will be considered current for C19 modifications. A financial institution can then use FASB agreed upon temporary changes to GAAP for loan modifications related to C19 that would otherwise be categorized as a troubled debt restructuring (TDR), and suspend any determination of a loan modified as a result of C19 being a TDR, including the requirement to determine impairment for accounting purposes. Similarly, FASB has confirmed that short-term modifications made on a good-faith basis in response to C19 to loan customers who were current prior to any relief are not TDRs.

Details with respect to actual loan modifications are as follows:



Type of Loans	Number of Loans	Deferral Period	Balance		Percentage of Tier 1 Capital
Commercial Purpose	347	Up to 6 months	$	222,030,594	88.04	%
Consumer Purpose	119	Up to 6 months	12,605,748		5.00
	466		$	234,636,342

As to nonaccrual and substandard loans, management believes that adequate collateralization generally exists for these loans in accordance with GAAP. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors.

Information on nonaccrual loans, by collateral type rather than loan class, at June 30, 2020, as compared to December 31, 2019, is as follows:



Dollars in thousands	Number of Credit Relationships	Balance		Specific Loss Allocations		Current Year Charge-Offs		Location	Originated
June 30, 2020
Owner occupied commercial real estate	7	$	2,944	$	113	$	—	In market	2008- 2017
Investment/rental residential real estate	3	1,939		—		—		In market	2009 - 2015
Commercial and industrial	1	52		36				In market	2012
Total	11	$	4,935	$	149	$	—

December 31, 2019
Owner occupied commercial real estate	6	$	1,845	$	—	$	—	In market	2007 - 2014
Investment/rental residential real estate	3	2,009		—		—		In market	2009 - 2015
Commercial and industrial	1	65		42		—		In market	2012
Total	10	$	3,919	$	42	$	—

Management deemed it appropriate to provide this type of more detailed information by collateral type in order to provide additional detail on the loans.

All nonaccrual impaired loans are to borrowers located within the market area served by the Corporation in southcentral Pennsylvania and nearby areas of Maryland. All nonaccrual impaired loans were originated by ACNB’s banking subsidiary, except for one participation loan discussed below, for purposes listed in the classifications in the table above.

The Corporation had no impaired and nonaccrual loans included in commercial real estate construction at June 30, 2020.

Owner occupied commercial real estate at June 30, 2020, includes seven unrelated loan relationships. A $1,051,000 relationship in food service that was performing when acquired was added in the first quarter of 2020 after becoming 90 days past due early in the year. Collateral valuation resulted in a $33,000 specific allocation. An $802,000 loan relationship for a light manufacturing enterprise which was performing when acquired is on hold in bankruptcy court. An unrelated $399,000 credit was added to this category in the second quarter of 2020 when ACNB was notified that property was scheduled for tax sale and subsequent analysis identified the lack of the borrowers’ ability to continue payments. The other loans in this category have balances of less than $270,000 each, for which the real estate is collateral and is used in connection with a business enterprise

that is suffering economic stress or is out of business. The loans in this category were originated between 2008 and 2017 and are business loans impacted by specific borrower credit situations. Most loans in this category are making principal payments. Collection efforts will continue unless it is deemed in the best interest of the Corporation to initiate foreclosure procedures.

Investment/rental residential real estate at June 30, 2020, includes three loan relationships totaling $1,939,000 for which the real estate is collateral and the purpose of which is for speculation, rental, or other non-owner occupied uses. One $1,650,000 participation loan was added in the fourth quarter of 2019 and appears to be adequately collateralized. Another unrelated loan in this category at April 2015, was stayed from further foreclosure action by a bankruptcy filing. A third loan added in the third quarter of 2019 involves settling an estate and appears to be adequately collateralized.

There was one impaired commercial and industrial loan at June 30, 2020 with a balance of $52,000 and a specific allocation of $29,000; this loan is currently making payments.

The Corporation utilizes a systematic review of its loan portfolio on a quarterly basis in order to determine the adequacy of the allowance for loan losses. In addition, ACNB engages the services of an outside independent loan review function and sets the timing and coverage of loan reviews during the year. The results of this independent loan review are included in the systematic review of the loan portfolio. The allowance for loan losses consists of a component for individual loan impairment, primarily based on the loan’s collateral fair value and expected cash flow. A watch list of loans is identified for evaluation based on internal and external loan grading and reviews. Loans other than those determined to be impaired are grouped into pools of loans with similar credit risk characteristics. These loans are evaluated as groups with allocations made to the allowance based on historical loss experience adjusted for current trends in delinquencies, trends in underwriting and oversight, concentrations of credit, and general economic conditions within the Corporation’s trading area. The provision expense was based on the loans discussed above, as well as current trends in the watch list and the local economy as a whole. The charge-offs discussed elsewhere in this Management’s Discussion and Analysis create the recent loss history experience and result in the qualitative adjustment which, in turn, affects the calculation of losses inherent in the portfolio. The provision for loan losses for 2020 and 2019 was a result of the measurement of the adequacy of the allowance for loan losses at each period.

Premises and Equipment

During the quarter ended June 30, 2016, a building was sold and the Corporation is leasing back a portion of that building. In connection with these transactions, a gain of $1,147,000 was realized, of which $447,000 was recognized in the quarter ended June 30, 2016 and the remaining $700,000 deferred for future recognition over the lease back term. A reduction of lease expense of $70,000 was recognized in the first six months of 2020 and 2019, respectively. ACNB valued six buildings acquired from New Windsor at $8,624,000 at July 1, 2017 and five properties acquired from FCBI at $7,514,000 at January 11, 2020.

Foreclosed Assets Held for Resale

Foreclosed assets held for resale consists of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. These fair values, less estimated costs to sell, become the Corporation’s new cost basis. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. The carrying value of real estate acquired through foreclosure totaled $789,000 for three properties and borrowers at June 30, 2020, compared to $364,000 for three properties and borrowers at December 31, 2019. The increase in the carrying value was due to the addition of the three properties including one acquired from FCBI after the three properties from 2019 were sold in 2020. All properties are actively marketed. The Corporation expects to obtain and market additional foreclosed assets through the remainder of 2020; however, the total amount and timing is currently not certain.

Deposits

ACNB relies on deposits as a primary source of funds for lending activities with total deposits of $2,032,801,000 as of June 30, 2020. Deposits increased by $655,524,000, or 47.6%, from June 30, 2019, to June 30, 2020, and increased by $620,541,000, or 43.9%, from December 31, 2019, to June 30, 2020. Deposits acquired from FCBI totaled $374,058,000 on January 11, 2020. Deposits increased in the second quarter of 2020 from PPP proceeds deposited to customer’s accounts and from increased balances in a broad base of accounts from lack of economic activity due to C19. Otherwise, deposits vary between quarters mostly reflecting different levels held by local government and school districts during different times of the year. ACNB’s deposit pricing function employs a disciplined pricing approach based upon alternative funding rates, but also strives to price deposits to be competitive with relevant local competition, including a local government investment trust, credit unions and larger regional banks. During the recession and subsequent slow recovery, deposit growth mix experienced a shift to

transaction accounts as customers put more value in liquidity and FDIC insurance. Products, such as money market accounts and interest-bearing transaction accounts that had suffered declines in past years, continued with recovered balances; however, it is expected that a return to more normal, lower balances will occur when the economy improves. ACNB’s ability to maintain and add to its deposit base may be impacted by the reluctance of consumers to accept community banks’ lower rates (as compared to Internet-based competition) and by larger competition willing to pay above market rates to attract market share. Alternatively, if rates rise rapidly, or when the equity markets are high, funds could leave the Corporation or be priced higher to maintain deposits.

Borrowings

Short-term Bank borrowings are comprised primarily of securities sold under agreements to repurchase and short-term borrowings from the FHLB. As of June 30, 2020, short-term Bank borrowings were $33,963,000, as compared to $33,435,000 at December 31, 2019, and $24,137,000 at June 30, 2019. Agreements to repurchase accounts 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. In comparison to year-end 2019, repurchase agreement balances were up $528,000, or 1.6%, due to changes in the cash flow position of ACNB’s commercial and local government customer base and competition from non-bank sources. There were no short-term FHLB borrowings at June 30, 2020 and 2019, or December 31, 2019. Short-term FHLB borrowings are used to even out Bank funding from seasonal and daily fluctuations in the deposit base. Long-term borrowings consist of longer-term advances from the FHLB that provides term funding of loan assets, and Corporate borrowings that were acquired or originated in regards to the acquisitions. Long-term borrowings totaled $68,448,000 at June 30, 2020, versus $66,296,000 at December 31, 2019, and $78,288,000 at June 30, 2019. Long-term borrowings decreased 12.6% from June 30, 2019. $17.5 million was the net decrease to FHLB term Bank borrowings to balance loan demand and deposit growth. FHLB fixed-rate term Bank advances that matured after the first quarter of 2019 were not renewed due to adequate deposit funding sources. A second quarter of 2017 $4.6 million Corporation loan was paid down to $1.6 million outstanding balance on a borrowing from a local bank that had been made to fund the cash payment to shareholders of the New Windsor acquisition. RIG borrowed $1.0 million from a local bank at the end of the third quarter of 2018 to fund a book of business purchase. The balance of this loan at June 30, 2020 was $450,000. In addition, $5 million and $8.7 million was Corporation debt acquired from New Windsor and FCBI, respectively. 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. Total shareholders’ equity was $252,190,000 at June 30, 2020, compared to $189,516,000 at December 31, 2019, and $180,884,000 at June 30, 2019. Shareholders’ equity increased in the first six months of 2020 by $62,674,000 primarily due to the equity consideration of the FCBI acquisition, net of $239,000 in retained earnings from 2020 earnings net of dividends.

The acquisition of New Windsor resulted in 938,360 new ACNB shares of common stock issued to the New Windsor shareholders valued at $28,620,000 in 2017. The acquisition of FCBI resulted in 1,590,547 new ACNB shares of common stock issued to the FCBI shareholders valued at $57,721,000.

A $4,233,000 decrease in accumulated other comprehensive loss was a result of a net increase in the fair value of the investment portfolio and changes in the net funded position of the defined benefit pension plan. Other comprehensive income or loss is mainly caused by fixed-rate investment securities gaining or losing value in different interest rate environments and changes in the net funded position of the defined benefit pension plan.

The primary source of additional capital to ACNB is earnings retention, which represents net income less dividends declared.

During the first six months of 2020, ACNB earned $4,574,000 and paid dividends of $4,335,000 for a dividend payout ratio of 94.8%. During the first six months of 2019, ACNB earned $12,330,000 and paid dividends of $3,383,000 for a dividend payout ratio of 27.4%.

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 in the plan. Year-to-date June 30, 2020, 6,461 shares were issued under this plan with proceeds in the amount of $170,000. Year-to-date June 30, 2019, 7,824 shares were issued under this plan with proceeds in the amount of $162,000. Proceeds were used for general corporate purposes.

ACNB Corporation has a Restricted Stock plan available to selected officers and employees of the Bank, to advance the best interest of ACNB Corporation and its shareholders. The plan provides those persons who have responsibility for its growth with additional incentive by allowing them to acquire an ownership in ACNB Corporation and thereby encouraging them to contribute to the success of the Corporation. As of June 30, 2020, 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. Proceeds are used for general corporate purposes.

On May 1, 2018, stockholders 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 2009 Restricted Stock Plan. As of June 30, 2020, 35,587 shares were issued under this plan and 538,468 shares were available for grant. Proceeds are used for general corporate purposes.

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.

Quantitative measures established by regulation to ensure capital adequacy require ACNB to maintain minimum amounts and ratios of total and Tier 1 capital to average assets. Management believes, as of June 30, 2020, and December 31, 2019, 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 establish a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments. The phase-in period for the capital conservation and countercyclical capital buffers for all banking organizations began on January 1, 2016.

Under the initially proposed rules, accumulated other comprehensive income (AOCI) would have been included in a banking organization’s common equity Tier 1 capital. The final rules allow community banks to make a one-time election not to include these additional components of AOCI in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital. The opt-out election must be made in the first call report or FR Y-9 series report that is filed after the financial institution becomes subject to the final rule. The Corporation elected to opt-out.

The rules permanently grandfather non-qualifying capital instruments (such as trust preferred securities and cumulative perpetual preferred stock) issued before May 19, 2010, for inclusion in the Tier 1 capital of banking organizations with total consolidated assets of less than $15 billion as of December 31, 2009, and banking organizations that were mutual holding companies as of May 19, 2010.

The proposed rules would have modified the risk-weight framework applicable to residential mortgage exposures to require banking organizations to divide residential mortgage exposures into two categories in order to determine the applicable risk weight. In response to commenter concerns about the burden of calculating the risk weights and the potential negative effect on credit availability, the final rules do not adopt the proposed risk weights, but retain the current risk weights for mortgage exposures under the general risk-based capital rules.

Consistent with the Dodd-Frank Act, the new rules replace the ratings-based approach to securitization exposures, which is based on external credit ratings, with the simplified supervisory formula approach in order to determine the appropriate risk weights for these exposures. Alternatively, banking organizations may use the existing gross-up approach to assign securitization exposures to a risk weight category or choose to assign such exposures a 1,250 percent risk weight.

Under the new rules, mortgage servicing assets and certain deferred tax assets are subject to stricter limitations than those applicable under the current general risk-based capital rule. The new rules also increase the risk weights for past due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors.

The Corporation calculated regulatory ratios as of June 30, 2020, 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

ACNB Corporation considers the capital ratios of the banking subsidiary to be the relevant measurement of capital adequacy.

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, 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 C19 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 into the CBLR framework on March 31, 2020.

The banking subsidiary’s capital ratios are as follows:



	June 30, 2020		December 31, 2019		To Be Well Capitalized Under Prompt Corrective Action Regulations
Tier 1 leverage ratio (to average assets)	9.46	%	9.93	%	5.00	%

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, and the ability to borrow from the FHLB. At June 30, 2020, ACNB’s banking subsidiary had a borrowing capacity of approximately $866,538,000 from the FHLB, of which $796,572,000 was available. Because of various restrictions and requirements on utilizing the available balance, ACNB considers $580,000,000 to be the practicable additional borrowing capacity, which is considered to be sufficient for operational needs. The FHLB system is self-capitalizing, member-owned, and its member banks’ stock is not publicly traded. ACNB creates its borrowing capacity with the FHLB by granting a security interest in certain loan assets with requisite credit quality. ACNB has reviewed information on the FHLB system and the FHLB of Pittsburgh, and has concluded that they have the capacity and intent to continue to provide both operational and contingency liquidity. The FHLB of Pittsburgh instituted a requirement that a member’s investment securities must be moved into a

safekeeping account under FHLB control to be considered in the calculation of maximum borrowing capacity. The Corporation currently has securities in safekeeping at the FHLB of Pittsburgh; however, the safekeeping account is under the Corporation’s control. As better contingent liquidity is maintained by keeping the securities under the Corporation’s control, the Corporation has not moved the securities which, in effect, lowered the Corporation’s maximum borrowing capacity. However, there is no practical reduction in borrowing capacity as the securities can be moved into the FHLB-controlled account promptly if they are needed for borrowing purposes.

Another source of liquidity is securities sold under repurchase agreements to customers of ACNB’s banking subsidiary totaling approximately $33,963,000 and $33,435,000 at June 30, 2020, and December 31, 2019, 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.

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.

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, 2020, the Corporation had unfunded outstanding commitments to extend credit of approximately $393,771,000 and outstanding standby letters of credit of approximately $11,626,000. 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

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.

Acquisition of Frederick County Bancorp, Inc.

ACNB Corporation, the parent financial holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC-insured community bank, headquartered in Gettysburg, Pennsylvania, completed the acquisition of Frederick County Bancorp, Inc. (FCBI) and its wholly-owned subsidiary, Frederick County Bank, headquartered in Frederick, Maryland, effective January 11, 2020. FCBI was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Frederick County Bank with and into ACNB Bank. ACNB Bank will operate in the Frederick County, Maryland, market as “FCB Bank, A Division of ACNB Bank”.

Under the terms of the Reorganization Agreement, FCBI stockholders received 0.9900 share of ACNB Corporation common stock for each share of FCBI common stock that they owned as of the closing date. As a result, ACNB Corporation issued 1,590,547 shares of its common stock and cash in exchange for fractional shares based upon $36.43, the determined market share price of ACNB Corporation common stock in accordance with the Reorganization Agreement.

With the combination of the two organizations, ACNB Corporation, on a consolidated basis, has approximately $2.2 billion in assets, $1.8 billion in deposits, and $1.6 billion in loans with 33 community banking offices and three loan offices located in the counties of Adams, Cumberland, Franklin, Lancaster and York in Pennsylvania and the counties of Baltimore, Carroll and Frederick in Maryland. Further discussion of the risk factors involved with the merger of FCBI into the Corporation can be found in Part II, Item 1A - Risk Factors.

RECENT DEVELOPMENTS

BANK SECRECY ACT (BSA) - The Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), imposes obligations on U.S. financial institutions, including banks and broker-dealer subsidiaries, to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of terrorism. Financial institutions also are required to respond to requests for information from federal banking agencies and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of the Gramm-Leach-Bliley Act and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns, and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking agencies and the Secretary of the Treasury have adopted regulations to implement several of these provisions. Effective May 11, 2018, the Bank began compliance with the new Customer Due Diligence Rule, which clarified and strengthened the existing obligations for identifying new and existing customers and includes risk-based procedures for conducting ongoing customer due diligence. All financial institutions are also required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act. The Corporation’s banking subsidiary has a BSA and USA PATRIOT Act compliance program commensurate with its risk profile and appetite.

TAX CUTS AND JOBS ACT - On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Among other changes, the Tax Cuts and Jobs Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. ACNB anticipates that this tax rate change should reduce its federal income tax liability in future years, as it did in 2018. However, the Corporation did recognize certain effects of the tax law changes in 2017. U.S. generally accepted accounting principles require companies to revalue their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. Since the enactment took place in December 2017, the Corporation revalued its net deferred tax assets in the fourth quarter of 2017, resulting in an approximately $1.7 million reduction to earnings in 2017.

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT (DODD-FRANK) - In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. Dodd-Frank was intended to effect a fundamental restructuring of federal banking regulation. Among other things, Dodd-Frank created the Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms. Dodd-Frank additionally created a new independent federal regulator to administer federal consumer protection laws. Dodd-Frank has had and will continue to have a significant impact on ACNB’s business operations as its provisions take effect. It is expected that, as various implementing rules and regulations are released, they will increase ACNB’s operating and compliance costs and could increase the banking subsidiary’s interest expense. Among the provisions that are likely to affect ACNB are the following:

Holding Company Capital Requirements

Dodd-Frank requires the Federal Reserve to apply consolidated capital requirements to bank holding companies that are no less stringent than those currently applied to depository institutions. Under these standards, trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010, by a bank holding company with less than $15 billion in assets as of December 31, 2009. Dodd-Frank additionally requires that bank regulators issue countercyclical capital requirements so that the required amount of capital increases in times of economic expansion, consistent with safety and soundness.

Deposit Insurance

Dodd-Frank permanently increased the maximum deposit insurance amount for banks, savings institutions, and credit unions to $250,000 per depositor. Dodd-Frank also broadened the base for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. Dodd-Frank requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. Dodd-Frank also eliminated the federal statutory prohibition against the payment of interest on business checking accounts.

Corporate Governance

Dodd-Frank requires publicly-traded companies to give stockholders a non-binding vote on executive compensation at least

every three years, a non-binding vote regarding the frequency of the vote on executive compensation at least every six years, and a non-binding vote on “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by the stockholders. Additionally, Dodd-Frank directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded. Dodd-Frank also gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.

Prohibition Against Charter Conversions of Troubled Institutions

Dodd-Frank prohibits a depository institution from converting from a state to a federal charter, or vice versa, while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days. The notice must include a plan to address the significant supervisory matter. The converting institution must also file a copy of the conversion application with its current federal regulator, which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating thereto.

Interstate Branching

Dodd-Frank authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks are able to enter new markets more freely.

Limits on Interstate Acquisitions and Mergers

Dodd-Frank precludes a bank holding company from engaging in an interstate acquisition — the acquisition of a bank outside its home state — unless the bank holding company is both well capitalized and well managed. Furthermore, a bank may not engage in an interstate merger with another bank headquartered in another state unless the surviving institution will be well capitalized and well managed. The previous standard in both cases was adequately capitalized and adequately managed.

Limits on Interchange Fees

Dodd-Frank amended the Electronic Fund Transfer Act to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer.

Consumer Financial Protection Bureau

Dodd-Frank created the independent federal agency called the Consumer Financial Protection Bureau (CFPB), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act, and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions are subject to rules promulgated by the CFPB, but continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. Dodd-Frank authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, Dodd-Frank allows borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. Dodd-Frank permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

ABILITY-TO-REPAY AND QUALIFIED MORTGAGE RULE - Pursuant to Dodd-Frank as highlighted above, the CFPB issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine the consumer’s ability to repay in one of two ways. The first alternative requires the

mortgage lender to consider the following eight underwriting factors when making the credit decision: (1) current or reasonably expected income or assets; (2) current employment status; (3) the monthly payment on the covered transaction; (4) the monthly payment on any simultaneous loan; (5) the monthly payment for mortgage-related obligations; (6) current debt obligations, alimony, and child support; (7) the monthly debt-to-income ratio or residual income; and, (8) credit history. Alternatively, the mortgage lender can originate “qualified mortgages”, which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Loans which meet these criteria will be considered qualified mortgages and, as a result, generally protect lenders from fines or litigation in the event of foreclosure. Qualified mortgages that are “higher-priced” (e.g., subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g., prime loans) are given a safe harbor of compliance. The impact of the final rule, and the subsequent amendments thereto, on the Corporation’s lending activities and the Corporation’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential effects on the Corporation’s business.

DEPARTMENT OF DEFENSE MILITARY LENDING RULE - In 2015, the U.S. Department of Defense issued a final rule which restricts pricing and terms of certain credit extended to active duty military personnel and their families. This rule, which was implemented effective October 3, 2016, caps the interest rate on certain credit extensions to an annual percentage rate of 36% and restricts other fees. The rule requires financial institutions to verify whether customers are military personnel subject to the rule. The impact of this final rule, and any subsequent amendments thereto, on the Corporation’s lending activities and the Corporation’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential effects on the Corporation’s business.

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. 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.

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 2019. For further

discussion of year-end information, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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, 2020, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

PART II - OTHER INFORMATION

ACNB CORPORATION

ITEM 1 - LEGAL PROCEEDINGS

As of June 30, 2020, 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, 2019. In addition to the risk factors as previously disclosed in the Form 10-K, management has identified the following additional risk factors:

THE COVID-19 PANDEMIC HAS ADVERSELY IMPACTED ACNB’S BUSINESS AND FINANCIAL RESULTS, AND THE ULTIMATE IMPACT WILL DEPEND ON FUTURE DEVELOPMENTS, WHICH ARE HIGHLY UNCERTAIN AND CANNOT BE PREDICTED, INCLUDING THE SCOPE AND DURATION OF THE PANDEMIC AND ACTIONS TAKEN BY GOVERNMENTAL AUTHORITIES IN RESPONSE TO THE PANDEMIC.

The COVID-19 pandemic has negatively impacted the global, national and local economies, disrupted global and national supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in temporary closures of and restrictions on many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. As a result, the demand for ACNB’s products and services may be significantly adversely impacted, which could adversely and extensively affect ACNB’s revenue and results of operations. Furthermore, the pandemic could continue to result in the recognition of credit losses in ACNB’s loan portfolios and increases in ACNB’s allowance for loan losses, particularly if businesses remain closed or restricted, the impact on the global, national and local economies worsen, or more customers draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, ACNB may be required to recognize further impairments on the securities they hold as well as reductions in other comprehensive income. ACNB’s business operations may also be disrupted if significant portions of their workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. The extent to which the COVID-19 pandemic impacts ACNB’s business, results of operations, and financial condition, as well as their regulatory capital and liquidity ratios, will depend on the continuing impact of current developments and future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

ACNB continues to closely monitor the COVID-19 pandemic and related risks as they evolve. The magnitude and duration of the current outbreak of COVID-19, further outbreaks of COVID-19, future actions taken by governmental authorities and/or other third parties in response to the COVID-19 pandemic, and its future direct and indirect effects on the global, national and local economies and ACNB’s business and results of operation are highly uncertain. The COVID-19 pandemic may cause prolonged global or national recessionary economic conditions or longer lasting effects on economic conditions than currently exist, which could have a material adverse effect on ACNB’s business, financial condition and results of operations.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 3, 2008, the Corporation announced a plan to purchase up to 120,000 shares of its outstanding common stock. There were no treasury shares purchased under this plan during the quarter ended June 30, 2020. The maximum number of shares that may yet be purchased under this stock repurchase plan is 57,400.

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, 2020, 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, 2020, 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, 2020, there were 177,057 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, 2020, there were 35,587 shares issued under this plan. The maximum number of shares that may yet be granted under this plan is 538,468. The 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.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - NOTHING TO REPORT.

ITEM 4 - MINE SAFETY DISCLOSURES - NOT APPLICABLE.

ITEM 5 - OTHER INFORMATION - NOTHING TO REPORT.

ITEM 6 - EXHIBITS

The following exhibits are included in this report:



Exhibit 2.1		Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, New Windsor Bancorp, Inc., and New Windsor State Bank dated as of November 21, 2016, as amended. (Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-215914 on Form S-4, filed with the Commission on February 6, 2017.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.

Exhibit 2.2		Amendment No. 2 to Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, New Windsor Bancorp, Inc., and New Windsor State Bank dated as of April 18, 2017. (Incorporated by reference to Exhibit 2.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on August 4, 2017.)

Exhibit 2.3		Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Frederick County Bancorp, Inc. and Frederick County Bank dated as of July 1, 2019. (Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-233791 on Form S-4, filed with the Commission on September 16, 2019.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.

Exhibit 3(i)		Amended and Restated Articles of Incorporation of ACNB Corporation. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 7, 2018.)

Exhibit 3(ii)		Amended and Restated Bylaws of ACNB Corporation. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 27, 2020.)

Exhibit 10.1		ACNB Corporation, ACNB Acquisition Subsidiary LLC, and Russell Insurance Group, Inc. Stock Purchase Agreement. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 15, 2005.)

Exhibit 10.2		Amended and Restated Executive Supplemental Life Insurance Plan — Applicable to James P. Helt, David W. Cathell and Lynda L. Glass. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 6, 2015.)

Exhibit 10.3		Amended and Restated Director Supplemental Life Insurance Plan — Applicable to Richard L. Alloway II, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, J. Emmett Patterson, Daniel W. Potts, Marian B. Schultz, D. Arthur Seibel, Jr., David L. Sites, Alan J. Stock and James E. Williams. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 6, 2015.)

Exhibit 10.4		Amended and Restated Director Deferred Fee Plan — Applicable to Richard L. Alloway II, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, J. Emmett Patterson, Marian B. Schultz, David L. Sites, Alan J. Stock and James E. Williams. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on January 6, 2012.)

Exhibit 10.5		ACNB Bank Salary Savings Plan. (Incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Commission on March 12, 2010.)

Exhibit 10.6		Group Pension Plan for Employees of ACNB Bank. (Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on May 4, 2012.)



Exhibit 10.7		Amended and Restated Employment Agreement between ACNB Corporation, Adams County National Bank and Lynda L. Glass dated as of December 31, 2008. (Incorporated by reference to Exhibit 10.10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on March 13, 2009.)

Exhibit 10.8		Employment Agreement between ACNB Corporation, Adams County National Bank and David W. Cathell dated as of April 17, 2009. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 23, 2009.)

Exhibit 10.9		2009 Restricted Stock Plan. (Incorporated by reference to Appendix C of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 25, 2009.)

Exhibit 10.10		Salary Continuation Agreement by and between ACNB Bank and Thomas A. Ritter dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit 10.11		Salary Continuation Agreement by and between ACNB Bank and Lynda L. Glass dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit 10.12		Salary Continuation Agreement by and between ACNB Bank and David W. Cathell dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit 10.13		Amended and Restated 2001 Salary Continuation Agreement by and between ACNB Bank and Thomas A. Ritter dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit 10.14		Amended and Restated 1996 Salary Continuation Agreement by and between ACNB Bank and Lynda L. Glass dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit 10.15		Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of March 28, 2012. (Incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 7, 2014.)

Exhibit 10.16		ACNB Bank Variable Compensation Plan effective January 1, 2014, as amended. (Incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on March 9, 2018.)

Exhibit 10.17		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement dated as of June 22, 2015. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 25, 2015.)

Exhibit 10.18		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement dated as of June 15, 2016. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 21, 2016.)

Exhibit 10.19		First Amendment to the Amended and Restated Employment Agreement by and between ACNB Corporation, ACNB Bank and Lynda L. Glass dated as of December 27, 2016. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on December 28, 2016.)

Exhibit 10.20		First Amendment to Employment Agreement by and between ACNB Corporation, ACNB Bank and David W. Cathell dated as of December 27, 2016. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on December 28, 2016.)




Exhibit 10.21		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement dated as of June 15, 2017. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 21, 2017.)

Exhibit 10.22		Amended and Restated Employment Agreement between ACNB Corporation, ACNB Bank and James P. Helt dated as of August 14, 2018. (Incorporated by reference to Exhibit 10.25 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the Commission on November 2, 2018.)

Exhibit 10.23		2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.)

Exhibit 10.24		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of June 14, 2019. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 20, 2019.)

Exhibit 10.25		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Non-Employee Directors dated as of June 14, 2019. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 20, 2019.)

Exhibit 10.26		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of June 15, 2020. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 19, 2020.)

Exhibit 10.27		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Non-Employee Directors dated as of June 15, 2020. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 19, 2020.)

Exhibit 18		Preferability Letter from ParenteBeard LLC dated as of August 3, 2012. (Incorporated by reference to Exhibit 18 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Commission on August 3, 2012.)

Exhibit 31.1		Chief Executive Officer Certification of Quarterly Report on Form 10-Q.

Exhibit 31.2		Chief Financial Officer Certification of Quarterly Report on Form 10-Q.

Exhibit 32.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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Exhibit 101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

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Exhibit 101.SCH		XBRL Taxonomy Extension Schema.

Exhibit 101.CAL		XBRL Taxonomy Extension Calculation Linkbase.



Exhibit 101.DEF		XBRL Taxonomy Extension Definition Linkbase.

Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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:	July 31, 2020	/s/ James P. Helt
		James P. Helt
		President & Chief Executive Officer

		/s/ David W. Cathell
		David W. Cathell
		Executive Vice President/Treasurer &
		Chief Financial Officer (Principal Financial Officer)

ACNB Corporation - 10-Q quarterly report FY2020 Q2

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