- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 ------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------ ---------------------- Commission file number 0-11783 --------------------------------------------------------- ACNB CORPORATION - -------------------------------------------------------------------------------- (Exact name of corporation as specified in its charter) PENNSYLVANIA 23-2233457 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 675 OLD HARRISBURG ROAD, GETTYSBURG, PA 17325 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (717) 334-3161 - -------------------------------------------------------------------------------- (corporation's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the corporation (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 corporation was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- ---- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the corporation has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No ---- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class - Common Stock ($2.50 par value) Outstanding at June 30, 2001 - 5,436,101 - --------------------------------------------------------------------------------
PART I <TABLE> <CAPTION> ITEM I FINANCIAL INFORMATION ACNB CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION 6/30 6/30 12/31 2001 2000 2000 <S> <C> <C> <C> ASSETS (000 omitted) Cash and Due from Banks $ 46,734 $ 21,094 $ 20,202 Investment Securities Securities Held to Maturity 47,515 63,239 63,724 Securities Available for Sale 92,541 113,496 108,342 -------- -------- -------- Total Investment Securities 140,056 176,735 172,066 Federal Funds Sold 0 800 3,514 Loans 359,916 353,099 360,990 Less: Reserve for Loan Losses (3,757) (3,611) (3,695) -------- -------- -------- Net Loans 356,159 349,488 357,295 Premises and Equipment 5,409 4,494 4,688 Other Real Estate 1,262 1,069 981 Other Assets 17,354 9,470 8,584 -------- -------- -------- TOTAL ASSETS $566,974 $563,150 $567,330 ======== ======== ======== LIABILITIES Deposits Noninterest Bearing 67,317 64,905 66,739 Interest Bearing 407,628 392,820 386,410 -------- -------- -------- Total Deposits 474,945 457,725 453,149 Securities Sold Under Agreement To Repurchase 24,274 23,405 32,207 Borrowing Federal Home Loan Bank 0 18,100 16,300 Demand Notes U.S. Treasury 450 450 450 Other Liabilities 5,070 4,044 4,787 -------- -------- -------- TOTAL LIABILITIES 504,739 503,724 506,893 SHAREHOLDERS' EQUITY Common Stock ($2.50 par value) 20,000,000 shares authorized: 5,436,101 shares issued and outstanding at 6/30/01 13,590 14,061 13,602 Surplus 0 32 0 Retained Earnings 48,031 47,453 46,258 Net unrealized gains (losses) on securities available for sale 614 (2,120) 577 -------- -------- -------- TOTAL SHAREHOLDERS' EQUITY 62,235 59,426 60,437 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $566,974 $563,150 $567,330 ======== ======== ======== </TABLE> See accompanying notes to financial statements. Page 2
<TABLE> <CAPTION> ACNB CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Six Months Ended 6/30 6/30 2001 2000 2001 2000 <S> <C> <C> <C> <C> (000 omitted) (000 omitted) INTEREST INCOME Loan Interest and Fees $7,088 $7,038 $14,320 $13,865 Interest and Dividends on Investment Securities 2,517 2,653 5,309 5,281 Interest on Federal Funds Sold 127 23 198 38 Interest on Balances with Depository Institutions 99 145 137 256 ------ ------ ------- ------- TOTAL INTEREST INCOME 9,831 9,859 19,964 19,440 INTEREST EXPENSE Deposits 3,851 3,702 7,691 7,323 Other Borrowed Funds 256 329 930 646 ------ ------ ------- ------- TOTAL INTEREST EXPENSE 4,107 4,031 8,621 7,969 NET INTEREST INCOME 5,724 5,828 11,343 11,471 Provision for Loan Losses 60 60 120 120 NET INTEREST INCOME AFTER PROVISION ------ ------ ------- ------- FOR LOAN LOSSES 5,664 5,768 11,223 11,351 OTHER INCOME Trust Department 120 181 278 302 Service Charges on Deposit Accounts 340 233 578 452 Other Operating Income 352 252 806 530 Securities Gains 0 0 0 24 ------ ------ ------- ------- TOTAL OTHER INCOME 812 666 1,662 1,308 OTHER EXPENSES Salaries and Employee Benefits 1,999 1,947 3,845 3,789 Premises and Fixed Assets 467 450 1,030 953 Other Expenses 1,140 933 2,130 1,885 ------ ------ ------- ------- TOTAL OTHER EXPENSE 3,606 3,330 7,005 6,627 INCOME BEFORE INCOME TAX 2,870 3,104 5,880 6,032 Applicable Income Tax 885 1,009 1,867 1,954 ------ ------ ------- ------- NET INCOME $1,985 $2,095 $ 4,013 $ 4,078 ====== ====== ======= ======= EARNINGS PER SHARE* $0.37 $0.37 $0.74 $0.72 DIVIDENDS PER SHARE* 0.20 0.20 0.40 0.40 </TABLE> *Based on 5,436,133 shares outstanding in 2001 and 5,690,172 in 2000 See accompanying notes to financial statements. Page 3
<TABLE> <CAPTION> ACNB CORPORATION AND SUBSIDIARIES STATEMENT OF CASH FLOWS Six months ended 6/30 2001 2000 (000 omitted) <S> <C> <C> INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash Flows from Operating Activities: Interest and Dividends Received $ 19,125 $ 18,941 Fees and Commissions Received 1,824 1,645 Interest Paid (8,282) (7,722) Cash Paid to Suppliers and Employees (14,788) (7,123) Income Taxes Paid (1,973) (1,936) Net Cash (Used in) Provided by Operating Activities (4,094) 3,805 Cash Flows from Investing Activities: Proceeds from Maturities of Investment Securities and Interest Bearing Balances with Other Banks 31,998 6,867 Purchase of Investment Securities and Interest Bearing Balances with Other Banks 0 (30,384) Principal Collected on Loans 40,751 32,665 Loans Made to Customers (40,016) (38,928) Capital Expenditures (936) (240) Net Cash (Used in) Provided by Investing Activities 31,797 (30,020) Cash Flow from Financing Activities: Net Increase in Demand Deposits, NOW Accounts, and Savings Accounts 5,459 5,585 Proceeds from Sale of Certificates of Deposit 18,875 12,164 Payments for Maturing Certificates of Deposit (10,471) (18,629) Dividends Paid (2,174) (2,290) Increase (Decrease) in Borrowings (16,300) 18,100 Retirement of Common Stock (74) (2,211) Net Cash Used in Financing Activities (4,685) 12,719 Net Increase (Decrease) in Cash and Cash Equivalents 23,018 (13,496) Cash and Cash Equivalents: Beginning of Period 23,716 35,390 End of Period $ 46,734 $ 21,894 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net Income $ 4,013 $ 4,078 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 215 270 Provision for Possible Credit Losses 120 120 Provision for Deferred Taxes (85) 0 (Amortization) Accretion of Investment Securities Premiums 12 48 Increase (Decrease) in Taxes Payable (21) (37) (Increase) Decrease in Interest Receivable (75) (476) Increase (Decrease) in Interest Payable 339 247 Increase (Decrease) in Accrued Expenses 468 (420) (Increase) Decrease in Other Assets (8,466) (291) Increase (Decrease) in Other Liabilities (614) 266 Net Cash (Used in) Provided by Operating Activities $ (4,094) $ 3,805 DISCLOSURE OF ACCOUNTING POLICY For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods. </TABLE> Page 4
ACNB CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly ACNB Corporation's financial position as of June 30, 2001 and 2000 and December 31, 2000 and the results of its operations for the six months ended June 30, 2001 and 2000 and changes in financial position for the six months then ended. All such adjustments are of a normal recurring nature. The accounting policies followed by the company are set forth in Note A to the company's financial statements in the 2000 ACNB Corporation Annual Report and Form 10-K filed with the Securities and Exchange Commission under file no. 0-11783. 2. The book and approximate market value of securities owned at June 30, 2001 and December 31, 2000 were as follows: <TABLE> <CAPTION> 6/30/01 12/31/00 Amortized Fair Amortized Fair Cost Value Cost Value (000 omitted) <S> <C> <C> <C> <C> U.S. Treasury and U.S. Government Agencies (held to maturity) 40,744 41,735 50,955 51,711 State and Municipal (held to maturity) 2,223 2,231 2,624 2,606 Corporate (held to maturity) 4,478 4,516 6,619 6,639 U.S. Government Agencies (available for sale) 91,610 92,541 107,467 108,342 Restricted Equity Securities 70 70 3,526 3,526 -------- -------- -------- -------- TOTAL $139,125 $141,093 $171,191 $172,824 </TABLE> Income earned on investment securities was as follows: Six Months Ended June 30 2001 2000 (000 omitted) U.S. Treasury 343 509 U.S. Government Agencies 4,604 4,303 State and Municipal 59 93 Other Investments 303 376 ----- ----- 5,309 5,281 Page 5
3. Gross loans are summarized as follows: June 30 December 31 2001 2000 (000 omitted) Real Estate 316,142 314,385 Real Estate Construction 14,088 15,786 Commercial and Industrial 17,525 18,376 Consumer 12,161 12,443 -------- -------- Total Loans $359,916 $360,990 4. Earnings per share are based on the weighted average number of shares of stock outstanding during each period. Weighted average shares outstanding for the six month periods ended June 30, 2001 and 2000 were 5,436,133 and 5,690,172 respectively. 5. Dividends per share were $.40 and $.40 for the six month periods ended June 30, 2001 and 2000 respectively. This represented a 54% payout of net income in 2001 and a 56% payout in 2000. 6. The results of operations for the six month periods ended June 30, 2001 and 2000 are not necessarily indicative of the results to be expected for the full year. Page 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Registrant's discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements for the Registrant, and its wholly-owned subsidiary, Adams County National Bank, follow. The Registrant's consolidated financial condition and results of operations consist almost entirely of the bank's financial condition and results of operations. This discussion should be read in conjunction with the corporation's 2000 Annual Report to Shareholders. Current performance does not guarantee, assure, and is not necessarily indicative of similar performance in the future. In addition to historical information, this Form 10-Q contains forward-looking statements. From time to time, the corporation may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the corporation notes that a variety of factors could cause the corporation's actual results and experience to differ materially from the anticipated results or other expectations expressed in the corporation's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the corporation's business include the following: general economic conditions, including their impact on capital expenditures; business conditions in the banking industry; the regulatory environment; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with community, regional and national financial institutions; new service and product offerings by competitors and price pressures; and similar items. Three months ended June 30, 2001 compared to three months ended June 30, 2000 - ----------------------------------------------------------------------------- Net Income for the three month period ending June 30, 2001 was $1,985,000, down $110,000 from the second quarter of 2000. Net interest income was down $104,000, but total other income was up and other expense was up. The second quarter decrease is due to a decline in net interest income and greater growth in total other expense than total other income. Net income per share, for the second quarter, was $.37, compared to the $.37 earned in the same period in 2000. For the three month period (annualized) in 2001, the return on average assets and return on average equity were 1.42% and 12.92%, respectively, compared to 1.44% and 13.32%, respectively for 2000. An explanation of the factors and trends that caused changes between the two periods, by major earnings category, follows. Total interest income for the second three month period of 2001 was $9,831,000, down $28,000 or 0.3% below the $9,859,000 earned in the same period of 2000. The $28,000 decrease in interest income was due to falling yield on earning assets. In an effort to manage interest rate risk, the Registrant continues to invest in mortgage-backed securities classified as available-for-sale and now holds a total volume of over $81 million. Income from loans and securities during the current period decreased approximately $86,000 due to declining volume and interest rates. Page 7
Total interest expense for the second three month period of 2001 was $4,107,000, up $76,000 or 1.9% from the $4,031,000 incurred for the same period in 2000. The $76,000 increase in interest expense was due to increased deposits. Since interest expense increased while interest income fell, net interest income was adversely effected and narrowed by $104,000. Total other income for the second three month period of 2001 at $812,000, was $146,000 greater than the same quarter in 2000. This was due to new premium income earned from an investment in Pennbanks Insurance Company of $30,000, a $107,000 increase in service charges on deposits, and additional income from Bank Owned Life Insurance (BOLI). Total other expense for the second three month period of 2001 was $3,606,000, up $276,000 from the $3,330,000 incurred for the second quarter of 2000. The increase was due to Pennbanks Insurance Company expense of $15,000, a salaries and employee benefits increase of $52,000, and increases in postage, supplies, contributions and professional services. The provision for income taxes in the second quarter decreased $124,000 due to a lower level of pretax earnings and Bank Owned Life Insurance (BOLI). Six months ended June 30, 2001 compared to six months ended June 30, 2000 - ------------------------------------------------------------------------- Net income for the first six months of 2001 was $4,013,000, down $65,000 or 2% below the $4,078,000 earned for the same period of 2000. The decrease in net income was due primarily to weakening net interest income and growing total other expense as explained below. For the six month period (annualized) of 2001, the return on average assets (ROA) and return on average equity (ROE) were 1.43% and 13.12%, respectively, compared to 1.50% and 13.74%, respectively, for 2000. At June 30, 2001, total assets were approximately $567 million, reflecting a $4 million or 1% increase above June 30, 2000. The increase in other assets from $8,584,000 at December 31, 2000 to $17,354,000 at June 30, 2001 was due to the purchase of approximately $5,500,000 in Bank Owned Life Insurance and the reclassification of $3,500,000 in restricted securities to other assets. As explained more fully under Capital Management section, book value per share was $10.45 on June 30, 2001, compared to $10.57 on June 30, 2000. The corporation's capital remained sound as evidenced by Total Shareholders Capital Ratio of 10.98% and a Total Risk-Based Capital Ratio of 20.34% on June 30, 2001. Total interest income for the current six month period was $19,964,000 up $524,000 or 3% from the $19,440,000 earned in the same period of 2000. The $524,000 increase in total interest income was due to rising interest rates in the general market economy in 2000 translating to higher rates on new loans and securities. In first half 2001, market rates fell rapidly but the effect had still not been fully assimilated by the corporation's balance sheet. Total interest expense for the current six month period was $8,621,000, up $652,000 or 8% above the $7,969,000 incurred for the same period in 2000. The $652,000 increase in total interest expense was due to rising interest rates through the year 2000. Net interest income was $11,343,000 for the current period, $128,000 below the first six months in 2000. Margins are slipping and hurting net interest income. The bank has shifted to a funds sold position from a funds purchased position since June of 2000, but has been unable to improve net yield. Page 8
Total non-interest income for the current six month period was $1,662,000, $354,000 or 27% above the same period in 2000. The increase was caused by income of $162,000 provided by Pennbanks (see below), a $126,000 improvement in service charges on deposit accounts, $26,000 from accounting service fees, $23,000 in safe deposit box rent, and $120,000 on Bank Owned Life Insurance. Total non-interest expense for the current six month period was $7,005,000, $378,000 above the $6,627,000 incurred for the same period in 2000. The increase was located in the previously mentioned Pennbanks insurance subsidiary ($147,000) a $56,000 increase in salaries and benefits and a $77,000 increase in occupancy expense. The provision for income taxes was $1,867,000 for the current period, $87,000 below the same period in 2000 due to lower pretax income and Bank Owned Life Insurance, which is tax free for federal tax purposes. INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS Six Months Ended 6/30/01 6/30/00 Rate Rate Earning Assets 7.51% 7.46% Interest Bearing Liabilities 3.97% 3.80% Interest Rate Spread 3.54% 3.66% Net Yield on Earning Assets 4.27% 4.40% Net Yield on Earning Assets is the difference, stated in percentages, between the interest earned on loans and other investments and the interest paid on deposits and other sources of funds. The Net Yield on Earning Assets is one of the best analytical tools available to demonstrate the effect of interest rate changes on the corporation's earning capacity. The Net Yield on Earning Assets, for the first six months of 2001, was down 13 basis points compared to the same period in 2000. Yields on loans and securities have changed more rapidly than deposit rates as interest rates in the general economy have risen and fallen over the last twelve months. This was beneficial during the last half of 2000, but not during first half 2001. PROVISION AND RESERVE FOR POSSIBLE LOAN LOSSES Reserve for Possible Loan Losses (In Thousands) Six Months Ended 6/30/01 6/30/00 Balance at Beginning of Period 3,695 3,543 Provision Charged to Expense 120 120 Loans Charged Off 81 82 Recoveries 23 30 Balance at End of Period 3,757 3,611 Page 9
Ratios: Net Charge-offs to: Net Income 1.45% 1.28% Total Loans .02% .01% Reserve for Possible Loan Losses 1.54% 1.44% Reserve for Possible Loan Losses to: Total Loans 1.04% 1.02% The Reserve for Possible Loan Losses at June 30, 2001 was $3,757,000 (1.04% of Total Loans), an increase of $146,000 from $3,611,000 (1.02% of Total Loans) at the end of the first six months of 2000. Loans past due 90 days and still accruing were $1,547,000 and non-accrual loans were $1,193,000, as of June 30, 2001. The ratio of non-performing assets plus other real estate owned to total assets was .71%, at June 30, 2001. All properties are carried at the lower of market or book value and are not considered to represent significant threat of loss to the bank. Loans past due 90 days and still accruing were $1,528,000, at year end 2000, while non-accruals were at $1,318,000. The bulk of the corporation's real estate loans are in owner occupied dwellings. Management believes that internal loan review procedures will be effective in recognizing and correcting any real estate lending problems that may occur due to current economic conditions. Interest not accrued, due to an average of $1,163,000 in non-accrual loans, was approximately $47,000 for the first six months of 2001. The bank considers a loan impaired when, based on current information and events, it is probable that a lender will be unable to collect all amounts due. We measure impaired loans based on the present value of expected future cash flows, discounted at the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than its recorded investment a lender must recognize an impairment by creating, or adjusting, a valuation allowance with a corresponding charge to loan loss expense. The corporation uses the cash basis method to recognize interest income on loans that are impaired. All of the corporation's impaired loans were on a non-accrual status for all reported periods. CAPITAL MANAGEMENT Total Shareholders' Equity was $62,235,000 at June 30, 2001, compared to $59,426,000 at June 30, 2000, an increase of $2,809,000 or 4.7% over that period. The ratio of Total Shareholders' Equity to Total Assets was 10.65% at December 31, 2000, 10.55% at June 30, 2000, and 10.98% at June 30, 2001. The total risk-based capital ratio was 20.34% at June 30, 2001. The leverage ratio was 10.79% at June 30, 2001, and 10.94% during the same period in 2000. Capital at the corporation remains strong even with a 54% dividend payout ratio. The decrease in capital is due to a stock repurchase plan and a change in the value of securities available for sale. LIQUIDITY AND INTEREST RATE SENSITIVITY Management believes that the corporation's liquidity is adequate. Liquid assets (cash and due from banks, federal funds sold, money market instruments, available for sale securities and held to maturity investment securities maturing within one year) were 26% of total assets at June 30, 2001. This mix of assets would be readily available for funding any cash requirements. In addition, the Bank has an approved line of credit of $258,931,000 at the Federal Home Loan Bank of Pittsburgh with $-0- outstanding at June 30, 2001. Page 10
As of June 30, 2001, the cumulative asset sensitive gap was 11.9% of total assets at one month, 10.5% at six months, and 16.0% at one year. Adjustable rate mortgages, which have an annual interest rate cap of 2%, are considered rate sensitive. Passbook savings and NOW accounts are carried in the one to five year category while half of money market deposit accounts are spread over the four to twelve month category and the other half are shown to mature in the one to three year category. There are no known trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, liquidity increasing or decreasing in any material way. Aside from those matters described above, management does not currently believe that there are any known trends or uncertainties which would have a material impact on future operating results, liquidity or capital resources nor is it aware of any current recommendations by the regulatory authorities which if they were to be implemented would have such an effect, although the general cost of compliance with numerous and multiple federal and state laws and regulation does have and in the future may have a negative impact on the corporation's results of operations. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE 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. For further discussion of year end information, refer to the annual report. PART II. OTHER INFORMATION Item 1. Legal Proceedings - Nothing to report. Item 2. Changes in Securities and Use of Proceeds - Nothing to report. Item 3. Defaults Upon Senior Securities - Nothing to report. Item 4. Submission of Matters to a Vote of Security Holders. (a) An annual meeting of shareholders was held at 1:00 p.m. on May 1, 2001 at the main office of Adams County National Bank, 675 Old Harrisburg Road, Gettysburg, PA 17325. (b) (c) Five matters were voted upon, as follows: Proposal to fix the number of Directors of ACNB Corporation at twelve (12): Votes Cast Votes Cast Votes "FOR" "AGAINST" ABSTAINED --------- --------- --------- 3,877,848 50,820 12,320 Proposal to fix the number of Class 1 Directors at four (4): Votes Cast Votes Cast Votes "FOR" "AGAINST" ABSTAINED --------- --------- --------- 3,900,537 29,545 10,906 Page 11
Proposal to fix the number of Class 3 Directors at five (5): Votes Cast Votes Cast Votes "FOR" "AGAINST" "ABSTAINED" ---------- --------- ----------- 3,893,210 32,047 15,731 Election of two (2) Class 3 Directors to serve a one-year term: Votes Cast Votes Director Term Expires "FOR" "WITHHELD" - -------- ------------ ---------- ---------- Philip P. Asper 2002 3,852,513 88,475 Thomas A. Ritter 2002 3,878,152 62,836 Election of four (4) Class 1 Directors to serve for a three-year term: Votes Cast Votes Director Term Expires "FOR" "WITHHELD" - -------- ------------ ---------- ---------- D. Richard Guise 2004 3,876,758 64,230 Ronald L. Hankey 2004 3,866,160 74,828 Edgar S. Heberlig 2004 3,885,597 55,391 Marian B. Schultz 2004 3,891,430 49,558 Directors whose term continued after meeting: (Class 2 Directors) (Class 3 Directors) Wayne E. Lau (2003) Guy F. Donaldson (2002) Jennifer L. Weaver (2003) William B. Lower (2002) Harry L. Wheeler (2003) Ralph S. Sandoe (2002) Item 5. Other Information - Nothing to report. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following Exhibits are included in this Report: Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by Reference to Exhibit 3(i) in Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to Exhibit 3(ii) in Registrant's Report of Form 8-K, filed with the Commission on March 25, 1998). Exhibit 10.1 Executive Employment Agreement Dated as of January 1, 1998 between Adams County National Bank, ACNB Corporation and Ronald L. Hankey (Incorporated By Reference to Exhibit 99 of the Registrant's Current Report on Form 8-K, Filed with the Commission on March 25, 1998). Exhibit 10.2 Executive Employment Agreement Dated as of January 1, 2000 between Adams County National Bank, ACNB Corporation and Thomas A. Ritter (Incorporated by Reference to Exhibit 99 of the Registrant's Current Report on Form 8-K, filed with the Commission on March 26, 2001). Exhibit 11 Statement Regarding Computation of Earnings Per Share. (b) Report on Form 8-K. The Registrant filed no Current Report on Form 8-K during the quarter ended June 30, 2001. Page 12
Pursuant to the requirements of the Securities Exchange Act of 1934, the corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ACNB CORPORATION Ronald L. Hankey, Chairman/CEO August 1, 2001 John W. Krichten, Secretary/Treasurer Page 13
EXHIBIT INDEX Exhibit Number - -------------- Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by Reference to Exhibit 3(i) of Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to Exhibit 3(ii) of Registrant's Report on Form 8-K, filed with the Commission on March 25, 1998). Exhibit 10.1 Executive Employment Agreement Dated as of January 1, 1998 between Adams County National Bank, ACNB Corporation and Ronald L. Hankey (Incorporated By Reference to Exhibit 99 of the Registrant's Current Report on Form 8-K, Filed with the Commission on March 25, 1998). Exhibit 10.2 Executive Employment Agreement Dated as of January 1, 2000 between Adams County National Bank, ACNB Corporation and Thomas A. Ritter (Incorporated by Reference to Exhibit 99 of the Registrant's Current Report on Form 8-K, filed with the Commission on March 26, 2001). Exhibit 11 Statement Regarding Computation of Earnings Per Share. Page 14