ACNB CORP - Quarter Report: 2022 September (Form 10-Q)

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 September 30, 2022

☐ 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 November 4, 2022, was 8,510,438.

PART I - FINANCIAL INFORMATION

ACNB CORPORATION

ITEM 1 - FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)


Dollars in thousands, except per share data	September 30, 2022		September 30, 2021		December 31, 2021

ASSETS

Cash and due from banks	$	24,674	$	22,479	$	14,912
Interest bearing deposits with banks	332,352		700,303		695,219

Total Cash and Cash Equivalents	357,026		722,782		710,131

Equity securities with readily determinable fair values	2,299		2,547		2,609
Debt securities available for sale	503,193		411,676		437,098
Securities held to maturity, fair value $56,801; $7,482; $6,652	66,304		7,220		6,454
Loans held for sale	—		3,935		2,193
Loans, net of allowance for loan losses $17,952; $19,141; $19,033	1,509,176		1,467,745		1,449,394
Assets held for sale	3,393		—		1,093
Premises and equipment, net	27,098		31,667		30,980
Right of use assets	3,330		3,416		3,270
Restricted investment in bank stocks	1,653		2,368		2,303
Investment in bank-owned life insurance	77,513		64,467		64,261
Investments in low-income housing partnerships	1,160		1,286		1,254
Goodwill	44,185		42,108		42,108
Intangible assets, net	10,731		6,387		6,101
Foreclosed assets held for resale	474		—		—
Other assets	46,618		25,188		27,738

Total Assets	$	2,654,153	$	2,792,792	$	2,786,987

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Deposits:
Non-interest bearing	$	589,415	$	610,765	$	623,360
Interest bearing	1,746,798		1,806,796		1,803,029

Total Deposits	2,336,213		2,417,561		2,426,389

Short-term borrowings	41,641		44,605		35,202
Long-term borrowings	24,050		41,700		34,700
Lease liabilities	3,330		3,416		3,270
Other liabilities	16,549		15,670		15,312

Total Liabilities	2,421,783		2,522,952		2,514,873

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; 8,834,038, 8,789,890 and 8,795,877 shares issued; 8,519,211, 8,712,189 and 8,679,206 shares outstanding	22,074		21,963		21,978
Treasury stock, at cost; 314,827, 77,701 and 116,671 shares	(8,927)		(1,148)		(2,245)
Additional paid-in capital	95,856		94,527		94,688
Retained earnings	186,057		165,001		167,238
Accumulated other comprehensive loss	(62,690)		(10,503)		(9,545)

Total Stockholders’ Equity	232,370		269,840		272,114

Total Liabilities and Stockholders’ Equity	$	2,654,153	$	2,792,792	$	2,786,987

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in thousands, except per share data	2022		2021		2022		2021

INTEREST AND DIVIDEND INCOME
Loans, including fees	$	18,213	$	17,689	$	51,073	$	54,435
Securities:
Taxable	2,830		1,366		7,102		4,033
Tax-exempt	189		138		618		402
Dividends	20		34		79		137
Other	2,130		255		3,283		478
Total Interest Income	23,382		19,482		62,155		59,485
INTEREST EXPENSE
Deposits	605		1,084		1,989		4,028
Short-term borrowings	23		11		60		28
Long-term borrowings	234		387		729		1,535
Total Interest Expense	862		1,482		2,778		5,591
Net Interest Income	22,520		18,000		59,377		53,894

PROVISION FOR LOAN LOSSES	—		—		—		50

Net Interest Income after Provision for Loan Losses	22,520		18,000		59,377		53,844
OTHER INCOME
Commissions from insurance sales	2,429		1,715		6,437		4,951
Service charges on deposit accounts	1,082		900		3,046		2,428
Income from fiduciary, investment management and brokerage activities	823		837		2,449		2,363
Income from mortgage loans held for sale	42		300		468		2,497
Earnings on investment in bank-owned life insurance	362		356		1,052		1,066


Net (losses) gains on equity securities	(88)		—		(345)		377


Service charges on ATM and debit card transactions	837		862		2,455		2,536
Other	362		304		822		925
Total Other Income	5,849		5,274		16,384		17,143
OTHER EXPENSES
Salaries and employee benefits	9,320		8,921		26,193		26,259
Net occupancy	1,000		974		3,098		3,046
Equipment	1,521		1,181		4,566		3,783
Other tax	411		393		1,229		1,177
Professional services	589		422		1,328		890
Supplies and postage	254		198		630		539
Marketing and corporate relations	57		81		227		220
FDIC and regulatory	263		247		798		705

Intangible assets amortization	395		285		1,093		878

Other operating	1,510		1,274		4,446		3,997
Total Other Expenses	15,320		13,976		43,608		41,494
Income before Income Taxes	13,049		9,298		32,153		29,493
PROVISION FOR INCOME TAXES	2,725		1,938		6,600		6,154
Net Income	$	10,324	$	7,360	$	25,553	$	23,339
PER SHARE DATA
Basic earnings	$	1.20	$	0.84	$	2.95	$	2.67
Cash dividends declared	$	0.26	$	0.25	$	0.78	$	0.77

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in thousands	2022		2021		2022		2021

NET INCOME	$	10,324	$	7,360	$	25,553	$	23,339

OTHER COMPREHENSIVE INCOME

SECURITIES
Available for sale securities
Unrealized losses arising during the period, net of income taxes of $(5,443), $(484), $(15,122) and $(1,600), respectively	(19,766)		(1,695)		(53,382)		(5,598)
Unrealized holding losses on securities transferred from available for sale to held to maturity, net of income taxes of $0, $0, $923, and $0, respectively	—		—		3,228		—

Held to maturity securities
Unrealized holding losses on securities transferred to held to maturity, net of income taxes of $150, $0, $(923), and $0, respectively	523		—		(3,228)		—


PENSION

Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $23, $69, $68 and $208, respectively (A) (B)	79		245		237		733

TOTAL OTHER COMPREHENSIVE LOSS	(19,164)		(1,450)		(53,145)		(4,865)

TOTAL COMPREHENSIVE (LOSS) INCOME	$	(8,840)	$	5,910	$	(27,592)	$	18,474

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

(A) 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.

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

Nine Months Ended September 30, 2022 and 2021


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

BALANCE – JANUARY 1, 2022	$	21,978	$	(2,245)	$	94,688	$	167,238	$	(9,545)	$	272,114
Net income	—		—		—		6,599		—		6,599
Other comprehensive loss, net of taxes	—		—		—		—		(21,359)		(21,359)
Common stock shares issued (5,587 shares)	14		—		169		—		—		183
Restricted stock grants (21,935 shares)	56		—		430		—		—		486
Restricted stock compensation expense	—		—		243		—		—		243
Cash dividends declared ($0.26 per share)	—		—		—		(2,257)		—		(2,257)
BALANCE – MARCH 31, 2022	22,048		(2,245)		95,530		171,580		(30,904)		256,009
Net income	—		—		—		8,630		—		8,630
Other comprehensive loss, net of taxes	—		—		—		—		(12,622)		(12,622)
Common stock shares issued (5,532 shares)	13		—		171		—		—		184
Repurchased shares (88,225 shares)	—		(2,905)		—		—		—		(2,905)


Cash dividends declared ($0.26 per share)	—		—		—		(2,264)		—		(2,264)
BALANCE – JUNE 30, 2022	22,061		(5,150)		95,701		177,946		(43,526)		247,032
Net income	—		—		—		10,324		—		10,324
Other comprehensive loss, net of taxes	—		—		—		—		(19,164)		(19,164)
Common stock shares issued (5,107 shares)	13		—		155		—		—		168
Repurchased shares (109,931 shares)	—		(3,777)		—		—		—		(3,777)


Cash dividends declared ($0.26 per share)	—		—		—		(2,213)		—		(2,213)
BALANCE- SEPTEMBER 30, 2022	$	22,074	$	(8,927)	$	95,856	$	186,057	$	(62,690)	$	232,370


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

BALANCE – JANUARY 1, 2021	$	21,918	$	(728)	$	94,048	$	148,372	$	(5,638)	$	257,972
Net income	—		—		—		7,471		—		7,471
Other comprehensive loss, net of taxes	—		—		—		—		(5,835)		(5,835)
Common stock shares issued (5,627 shares)	14		—		(195)		—		—		(181)

Restricted stock compensation expense	—		—		362		—		—		362
Cash dividends declared ($0.25 per share)	—		—		—		(2,177)		—		(2,177)
BALANCE – MARCH 31, 2021	21,932		(728)		94,215		153,666		(11,473)		257,612
Net income	—		—		—		8,508		—		8,508
Other comprehensive income, net of taxes	—		—		—		—		2,420		2,420
Common stock shares issued (6,328 shares)	16		—		163		—		—		179


Cash dividends declared ($0.27 per share)	—		—		—		(2,353)		—		(2,353)
BALANCE – JUNE 30, 2021	21,948		(728)		94,378		159,821		(9,053)		266,366
Net income	—		—		—		7,360		—		7,360
Other comprehensive loss, net of taxes	—		—		—		—		(1,450)		(1,450)
Common stock shares issued (5,942 shares)	15		—		149		—		—		164
Repurchased shares (15,101 shares)	—		(420)		—		—		—		(420)


Cash dividends declared ($0.25 per share)	—		—		—		(2,180)		—		(2,180)
BALANCE- SEPTEMBER 30, 2021	$	21,963	$	(1,148)	$	94,527	$	165,001	$	(10,503)	$	269,840

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
Dollars in thousands	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	25,553	$	23,339
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of loans originated for sale	(468)		(2,497)
Gain on sales of foreclosed assets held for resale, including writedowns	—		(88)

Earnings on investment in bank-owned life insurance	(1,052)		(1,066)


Loss (Gain) on equity securities	345		(377)
Restricted stock compensation expense	243		362

Depreciation and amortization	2,788		2,582
Provision for loan losses	—		50
Net amortization of investment securities premiums	988		1,458
(Increase) Decrease in accrued interest receivable	(902)		1,204
Decrease in accrued interest payable	(57)		(1,017)
Mortgage loans originated for sale	(30,365)		(89,285)
Proceeds from sales of loans originated for sale	33,026		98,881
Increase in other assets	(3,348)		(1,457)
Decrease in deferred tax expense	1,062		221
Increase in other liabilities	1,660		1,505
Net Cash Provided by Operating Activities	29,473		33,815
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities held to maturity	2,505		3,074
Proceeds from maturities of investment securities available for sale	41,852		81,260

Purchase of investment securities available for sale	(218,195)		(163,874)
Purchase of investment securities held to maturity	(22,204)		—
Purchase of equity securities	(35)		—
Redemption of restricted investment in bank stocks	650		574
Net (increase) decrease in loans	(60,256)		149,662

Purchase of bank-owned life insurance	(12,200)		—


Acquisition of insurance agency	(7,800)		—
Capital expenditures	(1,206)		(530)

Proceeds from sales of premises and equipment	1,093		213
Proceeds from sales of foreclosed real estate	—		189
Net Cash (Used in) Provided by Investing Activities	(275,796)		70,568
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in demand deposits	(33,945)		54,099
Net (decrease) increase in time certificates of deposits and interest bearing deposits	(56,231)		177,937
Net decrease in short-term borrowings	6,439		6,141
Proceeds from long-term borrowings	1,500		15,000
Repayments on long-term borrowings	(12,150)		(27,045)
Dividends paid	(6,734)		(6,710)
Common stock repurchased	(6,682)		(420)
Common stock issued	1,021		45
Net Cash (Used in) Provided by Financing Activities	(106,782)		219,047
Net (Decrease) Increase in Cash and Cash Equivalents	(353,105)		323,430
CASH AND CASH EQUIVALENTS — BEGINNING	710,131		399,352
CASH AND CASH EQUIVALENTS — ENDING	$	357,026	$	722,782
Supplemental disclosures of cash flow information
Interest paid	$	2,834	$	6,608
Income taxes paid	$	4,400	$	6,200
Loans transferred to foreclosed assets held for resale and other foreclosed transactions	$	474	$	101
Non-cash investing activities
Investments transferred from available for sale to held to maturity	$	39,683	$	—
Premises and equipment transferred to fixed assets held for sale	$	3,393	$	—

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 ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc. The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its twenty-nine community banking offices, including eighteen community banking office locations in Adams, Cumberland, Franklin and York Counties, Pennsylvania, and eleven community banking office locations in Carroll and Frederick Counties, Maryland. There are also loan production offices situated in Lancaster and York, Pennsylvania, and Hunt Valley, Maryland.

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

The Corporation’s primary sources of revenue are interest income on loans and investment securities and fee income on its products and services. Expenses consist of interest expense on deposits and borrowed funds, provisions for 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 balance sheet and statement of income, comprehensive (loss) income, changes in stockholders’ equity, and cash flows. All such adjustments are of a normal recurring nature.

The accounting policies followed by the Corporation are set forth in Note A to the Corporation’s consolidated financial statements in the 2021 ACNB Corporation Annual Report on Form 10-K, filed with the SEC on March 14, 2022. 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 nine month periods ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year.

Transfers of Investment Securities from Available for Sale to Held to Maturity

Transfers of debt securities into the held to maturity category from the available for sale category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income and in the carrying value of the held to maturity securities. Such amounts are amortized over the remaining expected life of the security.

The Corporation has evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2022, 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.

2. Earnings Per Share and Restricted Stock

The Corporation has a simple capital structure. Basic earnings per share of common stock is computed based on

8,658,972 and 8,715,767 weighted average shares of common stock outstanding for the nine months ended September 30, 2022 and 2021, respectively, and 8,587,826 and 8,720,732 for the three months ended September 30, 2022 and 2021, 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 September 30, 2022, 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.

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 September 30, 2022, 57,522 shares were issued under this plan, of which 42,899 were fully vested, none vested during the quarter, and the remaining 14,623 will vest over the next two years. 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. $116,000 and $28,000 of compensation expenses related to the grants were recognized during the three months ended September 30, 2022 and 2021, respectively. $474,000 and $83,000 of compensation expenses related to the grants were recognized during the nine months ended September 30, 2022 and 2021, respectively.

3. Retirement Benefits

The components of net periodic benefit expense related to the non-contributory, defined benefit pension plan for the three and nine month periods ended September 30 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
In thousands	2022		2021		2022		2021
Service cost	$	194	$	220	$	582	$	660
Interest cost	263		236		789		708
Expected return on plan assets	(784)		(704)		(2,352)		(2,112)
Amortization of net loss	102		314		305		942



Net Periodic Benefit (Income) Expense	$	(225)	$	66	$	(676)	$	198

The Corporation previously disclosed in its consolidated financial statements for the year ended December 31, 2021, that it had not yet determined the amount the Bank planned on contributing to the defined benefit plan in 2022. As of September 30, 2022, 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 346 active, vested, terminated and retired persons in the plan.

4. Guarantees

The Corporation does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are written conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Corporation generally holds collateral and/or personal guarantees supporting these commitments. The Corporation had $11,989,000 in standby letters of credit as of September 30, 2022. 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 September 30, 2022, for guarantees under standby letters of credit issued is not material.

5. Accumulated Other Comprehensive Loss

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


In thousands	Unrealized Losses on Securities		Pension Liability		Accumulated Other Comprehensive Loss
Balance — September 30, 2022	$	(56,856)	$	(5,834)	$	(62,690)
Balance — December 31, 2021	$	(3,474)	$	(6,071)	$	(9,545)
Balance — September 30, 2021	$	(953)	$	(9,550)	$	(10,503)

6. Segment Reporting

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

Segment information for the nine month periods ended September 30, 2022 and 2021, is as follows:


In thousands	Banking		Insurance		Total
2022
Net interest income and other income from external customers	$	69,551	$	6,210	$	75,761
Income before income taxes	30,727		1,426		32,153
Total assets	2,634,037		20,116		2,654,153
Capital expenditures	1,178		28		1,206

2021
Net interest income and other income from external customers	$	66,309	$	4,728	$	71,037
Income before income taxes	28,416		1,077		29,493
Total assets	2,780,109		12,683		2,792,792
Capital expenditures	530		—		530

Segment information for the three month periods ended September 30, 2022 and 2021, is as follows:


In thousands	Banking		Insurance		Total
2022
Net interest income and other income from external customers	$	26,167	$	2,202	$	28,369
Income before income taxes	12,565		484		13,049
Total assets	2,634,037		20,116		2,654,153
Capital expenditures	475		11		486

2021
Net interest income and other income from external customers	$	21,755	$	1,519	$	23,274
Income before income taxes	8,989		309		9,298
Total assets	2,780,109		12,683		2,792,792
Capital expenditures	277		—		277

7. 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.

The Corporation reassessed classification of certain investments and effective April 1, 2022, the Corporation transferred $39.7 million of state and municipal securities from available for sale to held to maturity securities. The transfer occurred at fair value. The related unrealized loss of $4.8 million included in other comprehensive loss remained in other comprehensive loss, to be amortized out of other comprehensive loss with an offsetting entry to interest income as a yield adjustment over the remaining term of the securities. No gain or loss was recorded at the time of transfer.

Amortized cost and fair value of securities at September 30, 2022, and December 31, 2021, were as follows:


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

SECURITIES AVAILABLE FOR SALE

September 30, 2022
U.S. Government and agencies	$	247,995	$	—	$	32,319	$	215,676
Mortgage-backed securities	300,294		6		34,463		265,837
State and municipal	7,521		—		515		7,006
Corporate bonds	16,134		—		1,460		14,674
	$	571,944	$	6	$	68,757	$	503,193

December 31, 2021
U.S. Government and agencies	$	249,463	$	503	$	4,925	$	245,041
Mortgage-backed securities	133,697		1,562		1,763		133,496
State and municipal	44,547		315		251		44,611
Corporate bonds	13,858		164		72		13,950
	$	441,565	$	2,544	$	7,011	$	437,098

SECURITIES HELD TO MATURITY

September 30, 2022
State and municipal	$	61,520	$	—	$	9,261	$	52,259
Mortgage-backed securities	4,784		3		245		4,542
	$	66,304	$	3	$	9,506	$	56,801
December 31, 2021

Mortgage-backed securities	$	6,454	$	198	$	—	$	6,652
	$	6,454	$	198	$	—	$	6,652

Fair value of equity securities with readily determinable fair values at September 30, 2022 and December 31, 2021, are as follows:


In thousands	Fair Value at January 1, 2022		Purchases		Gains		Losses		Fair Value at September 30, 2022
September 30, 2022
CRA Mutual Fund	$	1,036	$	—	$	—	$	123	$	913
Canapi Ventures SBIC Fund	—		35		—		—		35
Stock in other banks	1,573		—		—		222		1,351
	$	2,609	$	35	$	—	$	345	$	2,299


In thousands	Fair Value at January 1, 2021		Gains		Losses		Fair Value at December 31, 2021
December 31, 2021
CRA Mutual Fund	$	1,065	$	—	$	29	$	1,036
Stock in other banks	1,105		468		—		1,573
	$	2,170	$	468	$	29	$	2,609

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 September 30, 2022, and December 31, 2021:


	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

September 30, 2022
U.S. Government and agencies	$	78,296	$	7,127	$	137,380	$	25,192	$	215,676	$	32,319
Mortgage-backed securities	210,111		22,574		55,179		11,889		265,290		34,463
State and municipal	7,006		515		—		—		7,006		515
Corporate bond	10,675		1,106		3,999		354		14,674		1,460
	$	306,088	$	31,322	$	196,558	$	37,435	$	502,646	$	68,757

December 31, 2021
U.S. Government and agencies	$	177,107	$	3,537	$	34,297	$	1,388	$	211,404	$	4,925
Mortgage-backed securities, residential	77,969		1,495		7,727		268		85,696		1,763
State and municipal	20,289		224		2,123		27		22,412		251
Corporate bond	5,790		72		—		—		5,790		72
	$	281,155	$	5,328	$	44,147	$	1,683	$	325,302	$	7,011

SECURITIES HELD TO MATURITY

September 30, 2022
State and municipal	$	37,551	$	6,136	$	14,708	$	3,125	$	52,259	$	9,261
Mortgage-backed securities	4,239		245		—		—		4,239		245
	$	41,790	$	6,381	$	14,708	$	3,125	$	56,498	$	9,506

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.

In analyzing the issuer’s financial condition, management considers industry analysts’ reports and financial performance. 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 sells securities from its available for sale portfolio in an effort to manage and allocate the portfolio. At September 30, 2022, 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 September 30, 2022, 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	$	14,015	$	13,903	$	285	$	281
Over 1 year through 5 years	136,417		121,985		375		354
Over 5 years through 10 years	108,564		90,163		14,933		13,328
Over 10 years	12,654		11,305		45,927		38,296
Mortgage-backed securities	300,294		265,837		4,784		4,542
	$	571,944	$	503,193	$	66,304	$	56,801

The Corporation did not sell any securities available for sale during 2022 or 2021.

At September 30, 2022, and December 31, 2021, securities with a carrying value of $354,965,000 and $353,989,000, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements, and for other purposes.

8. 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 collectability 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 periods of weak housing markets.

Home Equity Lines of Credit Lending — The Corporation originates home equity lines of credit primarily within the Corporation’s market area or with customers primarily from the market area. Home equity lines of credit are generated by the Corporation’s marketing efforts, its present customers, walk-in customers, and referrals.

Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years. In underwriting home equity lines of credit, the Corporation evaluates both the value of the property securing the loan and the borrower’s financial ability to repay the loan as agreed. The ability to repay is determined by the borrower’s employment history, current financial condition, and credit background.

Home equity lines of credit generally present a moderate level of risk due primarily to general economic conditions, as well as periods of weak housing markets.

Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a higher security position in the case of foreclosure liquidation of collateral to extinguish the debt. Generally, foreclosure actions could become more prevalent if the real estate markets are weak and property values deteriorate.

Consumer Lending — The Corporation offers a variety of secured and unsecured consumer loans, including those for vehicles and mobile homes and loans secured by savings deposits. These loans originate primarily within the Corporation’s market area or with customers primarily from the market area.

Consumer loan terms vary according to the type and value of collateral and the creditworthiness of the borrower. In underwriting consumer loans, a thorough analysis of the borrower’s financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial condition, and credit background.

Consumer loans may entail greater credit risk than residential mortgage loans or home equity lines of credit,

particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

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.

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. 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 loan losses resulting in an increase in the allowance for loan 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.

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 September 30, 2022, and December 31, 2021:


In thousands	Pass		Special Mention		Substandard		Doubtful		Total
September 30, 2022
Originated Loans
Commercial and industrial	$	142,182	$	3,526	$	1,372	$	—	$	147,080
Commercial real estate	584,297		39,261		5,095		—		628,653
Commercial real estate construction	59,067		1,530		—		—		60,597
Residential mortgage	320,751		3,690		73		—		324,514
Home equity lines of credit	72,823		666		—		—		73,489
Consumer	11,250		—		—		—		11,250
Total Originated Loans	1,190,370		48,673		6,540		—		1,245,583
Acquired Loans
Commercial and industrial	28,290		1,197		125		—		29,612
Commercial real estate	183,369		9,267		2,538		—		195,174
Commercial real estate construction	3,811		1,781		—		—		5,592
Residential mortgage	32,685		2,629		833		—		36,147
Home equity lines of credit	13,537		37		492		—		14,066
Consumer	954		—		—		—		954
Total Acquired Loans	262,646		14,911		3,988		—		281,545
Total Loans
Commercial and industrial	170,472		4,723		1,497		—		176,692
Commercial real estate	767,666		48,528		7,633		—		823,827
Commercial real estate construction	62,878		3,311		—		—		66,189
Residential mortgage	353,436		6,319		906		—		360,661
Home equity lines of credit	86,360		703		492		—		87,555
Consumer	12,204		—		—		—		12,204
Total Loans	$	1,453,016	$	63,584	$	10,528	$	—	$	1,527,128


In thousands	Pass		Special Mention		Substandard		Doubtful		Total
December 31, 2021
Originated Loans
Commercial and industrial	$	139,908	$	5,549	$	2,056	$	—	$	147,513
Commercial real estate	500,978		56,462		8,658		—		566,098
Commercial real estate construction	41,002		1,659		—		—		42,661
Residential mortgage	299,041		4,961		75		—		304,077
Home equity lines of credit	74,094		883		—		—		74,977
Consumer	9,708		—		—		—		9,708
Total Originated Loans	1,064,731		69,514		10,789		—		1,145,034
Acquired Loans
Commercial and industrial	29,728		1,555		771		—		32,054
Commercial real estate	207,937		11,596		624		—		220,157
Commercial real estate construction	5,228		2,111		—		—		7,339
Residential mortgage	39,378		4,175		1,495		—		45,048
Home equity lines of credit	17,491		37		257		—		17,785
Consumer	997		—		13		—		1,010
Total Acquired Loans	300,759		19,474		3,160		—		323,393
Total Loans
Commercial and industrial	169,636		7,104		2,827		—		179,567
Commercial real estate	708,915		68,058		9,282		—		786,255
Commercial real estate construction	46,230		3,770		—		—		50,000
Residential mortgage	338,419		9,136		1,570		—		349,125
Home equity lines of credit	91,585		920		257		—		92,762
Consumer	10,705		—		13		—		10,718
Total Loans	$	1,365,490	$	88,988	$	13,949	$	—	$	1,468,427

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	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Balance at beginning of period	$	435	$	596
Acquisitions of impaired loans	—		—
Reclassification from non-accretable differences	92		44
Accretion to loan interest income	(392)		(305)
Balance at end of period	$	135	$	335

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 September 30, 2022, and December 31, 2021:


	Impaired Loans with Allowance						Impaired Loans with No Allowance
In thousands	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
September 30, 2022
Commercial and industrial	$	839	$	839	$	687	$	—	$	—
Commercial real estate	—		—		—		5,076		5,076
Commercial real estate construction	—		—		—		—		—
Residential mortgage	—		—		—		—		—
Home equity lines of credit	—		—		—		—		—
	$	839	$	839	$	687	$	5,076	$	5,076

December 31, 2021
Commercial and industrial	$	1,005	$	1,005	$	855	$	482	$	1,452
Commercial real estate	1,311		1,311		600		6,265		6,265
Commercial real estate construction	—		—		—		—		—
Residential mortgage	—		—		—		—		—
Home equity lines of credit	—		—		—		—		—
	$	2,316	$	2,316	$	1,455	$	6,747	$	7,717

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 September 30, 2022 and 2021:


	Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
September 30, 2022
Commercial and industrial	$	867	$	—	$	—	$	—
Commercial real estate	653		—		5,279		236
Commercial real estate construction	—		—		106		—
Residential mortgage	—		—		—		—
Home equity lines of credit	—		—		—		—
	$	1,520	$	—	$	5,385	$	236

September 30, 2021
Commercial and industrial	$	1,833	$	—	$	11	$	—
Commercial real estate	1,311		—		6,654		46
Commercial real estate construction	—		—		123		—
Residential mortgage	—		—		50		—
Home equity lines of credit	—		—		—		—
	$	3,144	$	—	$	6,838	$	46

The following table summarizes information in regards to the average of impaired loans and related interest income by loan portfolio class for the nine months ended September 30, 2022 and 2021:


	Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
September 30, 2022
Commercial and industrial	$	1,043	$	—	$	3	$	—
Commercial real estate	982		—		5,603		564
Commercial real estate construction	—		—		109		—
Residential mortgage	—		—		—		—
Home equity lines of credit	—		—		—		—
	$	2,025	$	—	$	5,715	$	564

September 30, 2021
Commercial and industrial	$	2,109	$	—	$	5	$	—
Commercial real estate	1,507		20		6,685		140
Commercial real estate construction	—		—		126		—
Residential mortgage	—		—		76		—
Home equity lines of credit	—		—		—		—
	$	3,616	$	20	$	6,892	$	140

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 September 30, 2022, and December 31, 2021, the table below excludes $3.2 million and $4.6 million, respectively, in purchase credit impaired loans, net of unamortized fair value adjustments:


In thousands	September 30, 2022		December 31, 2021
Commercial and industrial	$	839	$	1,487
Commercial real estate	1,587		4,002
Commercial real estate construction	—		—
Residential mortgage	—		—
Home equity lines of credit	—		—
	$	2,426	$	5,489

There were no loans whose terms have been modified thereby resulting in a troubled debt restructuring during the three and nine months ended September 30, 2022 and 2021. 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 $3,489,000 and $3,679,000 at September 30, 2022 and September 30, 2021, 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 September 30, 2022 and September 30, 2021, were $0 and $79,000, respectively, of troubled debt restructurings. In addition to the troubled debt restructurings included in non-accrual loans, the Corporation also has a loan classified as an accruing troubled debt restructuring at September 30, 2022 and September 30, 2021, which totaled $3,489,000 and $3,600,000, respectively. As of September 30, 2022 and 2021, 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 nine months ended September 30, 2022 and 2021. All troubled debt restructured loans were current as of September 30, 2022, with respect to their associated forbearance agreement. As of September 30, 2022, 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 September 30, 2022 and December 31, 2021, totaled $736,000 and $399,000, 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 September 30, 2022, and December 31, 2021:


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
September 30, 2022
Originated Loans
Commercial and industrial	$	103	$	1	$	163	$	267	$	146,813	$	147,080	$	—
Commercial real estate	180		—		443		623		628,030		628,653		—
Commercial real estate construction	19		—		—		19		60,578		60,597		—
Residential mortgage	37		366		754		1,157		323,357		324,514		754
Home equity lines of credit	231		—		50		281		73,208		73,489		50
Consumer	28		6		34		68		11,182		11,250		34
Total originated loans	598		373		1,444		2,415		1,243,168		1,245,583		838
Acquired Loans
Commercial and industrial	—		—		13		13		29,599		29,612		13
Commercial real estate	749		—		—		749		194,425		195,174		—
Commercial real estate construction	130		—		—		130		5,462		5,592		—
Residential mortgage	232		145		616		993		35,154		36,147		616
Home equity lines of credit	337		482		7		826		13,240		14,066		7
Consumer	—		—		2		2		952		954		2
Total acquired loans	1,448		627		638		2,713		278,832		281,545		638
Total Loans
Commercial and industrial	103		1		176		280		176,412		176,692		13
Commercial real estate	929		—		443		1,372		822,455		823,827		—
Commercial real estate construction	149		—		—		149		66,040		66,189		—
Residential mortgage	269		511		1,370		2,150		358,511		360,661		1,370
Home equity lines of credit	568		482		57		1,107		86,448		87,555		57
Consumer	28		6		36		70		12,134		12,204		36
Total Loans	$	2,046	$	1,000	$	2,082	$	5,128	$	1,522,000	$	1,527,128	$	1,476


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, 2021
Originated Loans
Commercial and industrial	$	20	$	64	$	1,397	$	1,481	$	146,032	$	147,513	$	—
Commercial real estate	—		—		2,483		2,483		563,615		566,098		—
Commercial real estate construction	—		—		—		—		42,661		42,661		—
Residential mortgage	970		140		475		1,585		302,492		304,077		475
Home equity lines of credit	239		42		255		536		74,441		74,977		255
Consumer	84		58		—		142		9,566		9,708		—
Total originated loans	1,313		304		4,610		6,227		1,138,807		1,145,034		730
Acquired Loans
Commercial and industrial	—		—		—		—		32,054		32,054		—
Commercial real estate	—		270		—		270		219,887		220,157		—
Commercial real estate construction	—		—		—		—		7,339		7,339		—
Residential mortgage	210		950		—		1,160		43,888		45,048		—
Home equity lines of credit	1,156		—		—		1,156		16,629		17,785		—
Consumer	—		—		—		—		1,010		1,010		—
Total acquired loans	1,366		1,220		—		2,586		320,807		323,393		—
Total Loans
Commercial and industrial	20		64		1,397		1,481		178,086		179,567		—
Commercial real estate	—		270		2,483		2,753		783,502		786,255		—
Commercial real estate construction	—		—		—		—		50,000		50,000		—
Residential mortgage	1,180		1,090		475		2,745		346,380		349,125		475
Home equity lines of credit	1,395		42		255		1,692		91,070		92,762		255
Consumer	84		58		—		142		10,576		10,718		—
Total Loans	$	2,679	$	1,524	$	4,610	$	8,813	$	1,459,614	$	1,468,427	$	730

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 SEPTEMBER 30, 2022
Allowance for Loan Losses
Beginning balance - July 1, 2022	$	3,116	$	10,839	$	818	$	3,199	$	396	$	427	$	148	$	18,943
Charge-offs	(70)		(831)		—		—		(33)		(80)		—		(1,014)
Recoveries	20		—		—		—		—		3		—		23
Provisions (credits)	(128)		(19)		13		(89)		3		88		132		—
Ending balance - September 30, 2022	$	2,938	$	9,989	$	831	$	3,110	$	366	$	438	$	280	$	17,952

Beginning balance - January 1, 2022	$	3,176	$	10,716	$	616	$	3,235	$	501	$	408	$	381	$	19,033
Charge-offs	(167)		(831)		—		(3)		(33)		(100)		—		(1,134)
Recoveries	35		—		—		5		—		13		—		53
Provisions (credits)	(106)		104		215		(127)		(102)		117		(101)		—
Ending balance - September 30, 2022	$	2,938	$	9,989	$	831	$	3,110	$	366	$	438	$	280	$	17,952
Ending balance: individually evaluated for impairment	$	687	$	—	$	—	$	—	$	—	$	—	$	—	$	687
Ending balance: collectively evaluated for impairment	$	2,251	$	9,989	$	831	$	3,110	$	366	$	438	$	280	$	17,265

Loans Receivable
Ending balance	$	176,692	$	823,827	$	66,189	$	360,661	$	87,555	$	12,204	$	—	$	1,527,128
Ending balance: individually evaluated for impairment	$	839	$	5,076	$	—	$	—	$	—	$	—	$	—	$	5,915
Ending balance: collectively evaluated for impairment	$	175,853	$	818,751	$	66,189	$	360,661	$	87,555	$	12,204	$	—	$	1,521,213

AS OF AND FOR THE PERIOD ENDED SEPTEMBER 30, 2021
Allowance for Loan Losses
Beginning balance - July 1, 2021	$	4,630	$	10,127	$	457	$	2,976	$	573	$	461	$	983	$	20,207
Charge-offs	(1,073)		—		—		—		(22)		(2)		—		(1,097)
Recoveries	14		—		—		—		—		17		—		31
Provisions (credits)	(422)		457		54		391		50		(19)		(511)		—
Ending balance - September 30, 2021	$	3,149	$	10,584	$	511	$	3,367	$	601	$	457	$	472	$	19,141

Beginning balance - January 1, 2021	$	4,037	$	9,569	$	503	$	3,395	$	693	$	648	$	1,381	$	20,226
Charge-offs	(1,105)		—		—		—		(22)		(65)		—		(1,192)
Recoveries	30		—		—		—		—		27		—		57
Provisions (credits)	187		1,015		8		(28)		(70)		(153)		(909)		50
Ending balance - September 30, 2021	$	3,149	$	10,584	$	511	$	3,367	$	601	$	457	$	472	$	19,141
Ending balance: individually evaluated for impairment	$	883	$	457	$	—	$	—	$	—	$	—	$	—	$	1,340
Ending balance: collectively evaluated for impairment	$	2,266	$	10,127	$	511	$	3,367	$	601	$	457	$	472	$	17,801

Loans Receivable
Ending balance	$	194,845	$	785,207	$	43,807	$	356,882	$	94,604	$	11,541	$	—	$	1,486,886
Ending balance: individually evaluated for impairment	$	1,523	$	7,695	$	—	$	—	$	—	$	—	$	—	$	9,218
Ending balance: collectively evaluated for impairment	$	193,322	$	777,512	$	43,807	$	356,882	$	94,604	$	11,541	$	—	$	1,477,668


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, 2021
Allowance for Loan Losses
Ending balance	$	3,176	$	10,716	$	616	$	3,235	$	501	$	408	$	381	$	19,033
Ending balance: individually evaluated for impairment	$	855	$	600	$	—	$	—	$	—	$	—	$	—	$	1,455
Ending balance: collectively evaluated for impairment	$	2,321	$	10,116	$	616	$	3,235	$	501	$	408	$	381	$	17,578

Loans Receivable
Ending balance	$	179,567	$	786,255	$	50,000	$	349,125	$	92,762	$	10,718	$	—	$	1,468,427
Ending balance: individually evaluated for impairment	$	1,487	$	7,576	$	—	$	—	$	—	$	—	$	—	$	9,063
Ending balance: collectively evaluated for impairment	$	178,080	$	778,679	$	50,000	$	349,125	$	92,762	$	10,718	$	—	$	1,459,364

Loan Modifications/Troubled Debt Restructurings/COVID-19

The Corporation implemented numerous initiatives to support and protect employees and customers during the COVID-19 pandemic. These efforts continue with current information and guidelines related to ongoing COVID-19 initiatives. As of September 30, 2021, the Corporation no longer had any temporary loan modifications or deferrals for either commercial or consumer customers.

As of September 30, 2022, the Corporation had closed and funded 2,217 Paycheck Protection Program (PPP) loans totaling $223,036,703, resulting in approximately $9.5 million in total fee income. Of this fee income amount, $2,875,000, before costs, was recognized in 2020 and another $5,627,000, before costs, was recognized in 2021 as an adjustment to interest income yield, and $24,000 and $974,000, before costs, was recognized during the three and nine months ended September 30, 2022, respectively, with the remainder to be recognized in future quarters as an adjustment to interest income yield. At September 30, 2022, there was an outstanding balance of $230,000 in PPP loans as a result of forgiveness and repayments to date. Currently the Corporation is assisting the remainder of PPP customers with the processing of applications for loan forgiveness through the SBA.

9. Fair Value Measurements

Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective reporting dates and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end.

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.

This guidance further clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Fair value measurement and disclosure guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

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 September 30, 2022, and December 31, 2021, are as follows:


		September 30, 2022
In thousands	Basis	Total		Level 1		Level 2		Level 3
U.S. Government and agencies		$	215,676	$	—	$	215,676	$	—
Mortgage-backed securities, residential		265,837		—		265,837		—
State and municipal		7,006		—		7,006		—
Corporate bonds		14,674		—		14,674		—


Total securities available for sale	Recurring	$	503,193	$	—	$	503,193	$	—
Equity securities with readily determinable fair values	Recurring	$	2,299	$	2,299	$	—	$	—
Collateral dependent impaired loans	Nonrecurring	$	3,642	$	—	$	—	$	3,642


		December 31, 2021
In thousands	Basis	Total		Level 1		Level 2		Level 3
U.S. Government and agencies		$	245,041	$	—	$	245,041	$	—
Mortgage-backed securities, residential		133,496		—		133,496		—
State and municipal		44,611		—		44,611		—
Corporate bonds		13,950		—		13,950		—


Total securities available for sale	Recurring	$	437,098	$	—	$	437,098	$	—
Equity securities with readily determinable fair values	Recurring	$	2,609	$	2,609	$	—	$	—
Collateral dependent impaired loans	Nonrecurring	$	5,275	$	—	$	—	$	5,275

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

September 30, 2022

Impaired loans

3,642

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) – (50)%

(43)%

December 31, 2021

Impaired loans

5,275

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) – (50)%

(50)%

(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 September 30, 2022:


	September 30, 2022
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	24,674	$	24,674	$	8,004	$	16,670	$	—
Interest-bearing deposits in banks	332,352		332,352		332,352		—		—
Equity securities available for sale	2,299		2,299		2,299		—		—
Investment securities available for sale	503,193		503,193		—		503,193		—
Investment securities held to maturity	66,304		56,801		—		56,801		—
Loans held for sale	—		—		—		—		—
Loans, less allowance for loan losses	1,509,176		1,465,052		—		—		1,465,052
Accrued interest receivable	6,422		6,422		—		6,422		—
Restricted investment in bank stocks	1,653		1,653		—		1,653		—

Financial liabilities:
Demand deposits and savings	2,017,308		2,017,308		—		2,017,308		—
Time deposits	318,905		301,954		—		301,954		—
Short-term borrowings	41,641		41,641		—		41,641		—
Long-term borrowings	3,050		3,050		—		3,050		—
Trust preferred subordinated debt	21,000		18,773		—		18,773		—
Accrued interest payable	52		52		—		52		—

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, 2021:


	December 31, 2021
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	14,912	$	14,912	$	7,992	$	6,920	$	—
Interest-bearing deposits in banks	695,219		695,219		695,219		—		—
Equity securities available for sale	2,609		2,609		2,609		—		—
Investment securities available for sale	437,098		437,098		—		437,098		—
Investment securities held to maturity	6,454		6,652		—		6,652		—
Loans held for sale	2,193		2,193		—		2,193		—
Loans, less allowance for loan losses	1,449,394		1,459,900		—		—		1,459,900
Accrued interest receivable	5,520		5,520		—		5,520		—
Restricted investment in bank stocks	2,303		2,303		—		2,303		—

Financial liabilities:
Demand deposits and savings	1,996,337		1,996,337		—		1,996,337		—
Time deposits	430,052		428,718		—		428,718		—
Short-term borrowings	35,202		35,202		—		35,202		—
Long-term borrowings	13,700		13,764		—		13,764		—
Trust preferred subordinated debt	21,000		19,991		—		19,991		—
Accrued interest payable	109		109		—		109		—

Off-balance sheet financial instruments	—		—		—		—		—

10. 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 September 30, 2022, and December 31, 2021:


								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
September 30, 2022
Repurchase agreements
Commercial customers and government entities	(a)	$	41,641	$	—	$	41,641	$	(41,641)	$	—	$	—

December 31, 2021
Repurchase agreements
Commercial customers and government entities	(a)	$	35,202	$	—	$	35,202	$	(35,202)	$	—	$	—

(a) As of September 30, 2022, and December 31, 2021, the fair value of securities pledged in connection with repurchase agreements was $50,380,000 and $46,160,000, respectively.

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of September 30, 2022:


	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	$	41,641	$	—	$	—	$	—	$	41,641
Total	$	41,641	$	—	$	—	$	—	$	41,641

11. Borrowings

The Corporation had debt outstanding as follows:


In thousands	September 30, 2022		December 31, 2021
FHLB advances	$	—	$	11,000

Loan payable to local bank	350		—
Loan payable variable rate	2,700		2,700
Trust preferred subordinated debt	6,000		6,000
Subordinated debt	15,000		15,000
	$	24,050	$	34,700

The FHLB advances are collateralized by the assets defined in the security agreement and FHLB capital stock.

The loan payable to a local bank has a variable rate of interest with Prime Rate, 6.25% at September 30, 2022. The loan matures in December 2049. 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 Frederick County Bancorp, Inc. (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 December 30, 2022, with the rate of interest accruing on the principal balance of 3.25% per year. It is the

Corporation’s intention to continue to renew the change in terms agreement until both parties agree on payment in full. The note is unsecured.

The 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 September 15, 2022, the most recent interest rate reset date, the interest rate was adjusted to 4.92257% for the period ending December 14, 2022. The trust preferred securities mature on December 15, 2036, and may be redeemed at par, at the Corporation’s option, on any interest payment date. The proceeds were transferred to FCBI as trust preferred subordinated debt under the same terms and conditions. The Corporation then contributed the full amount to the Bank in the form of Tier 1 capital. The Corporation has, through various contractual agreements, fully and unconditionally guaranteed all of the trust obligations with respect to the capital securities.

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

12. Goodwill and Other Intangible Assets

On January 5, 2005, ACNB Corporation completed its acquisition of Russell Insurance Group, Inc. (now ACNB Insurance Services, Inc.) of Westminster, Maryland. The acquisition of ACNB Insurance Services, Inc. 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. of Frederick, Maryland. The acquisition of FCBI resulted in goodwill of approximately $22,528,000 and generated $3,560,000 in core deposit intangibles.

On February 28, 2022, ACNB Insurance Services, Inc. completed its acquisition of Hockley & O’Donnell Insurance Agency, LLC of Gettysburg, Pennsylvania. The purchase price was $7,800,000 and was funded with all cash and no additional contingent payments were required. The acquisition of Hockley & O’Donnell resulted in goodwill of approximately $2,077,000 and generated $5,723,000 in customer list and covenant not to compete intangibles. During the third quarter of 2022, goodwill was decreased and the customer list was increased by $587,000 due to finalizing the calculation.

The fair value of customer list intangibles was based upon an income approach which included estimated financial projections developed by the Corporation and included other fair value assumptions for attrition, present value discount rates using market participant assumptions. The fair value of the covenant not to compete intangible was based upon an income approach which compared the present value impact of various non-compete scenarios and other fair value assumptions including present value discount rates using market participant assumptions.

Combined goodwill included in the Corporation’s consolidated statement of condition is $44,185,000. 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 ACNB Insurance Services, Inc. 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 list 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 lists are amortized over their estimated useful lives which range from eight to fifteen years. ACNB continues to evaluate long lived assets to determine if there are events or conditions that require an impairment test.

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


In thousands	Gross carrying amount		Accumulated amortization
ACNB Insurance Services, Inc. amortized intangible assets	$	16,152	$	7,963
New Windsor core deposit intangibles	2,418		1,817
FCBI core deposit intangibles	3,560		1,619

The Corporation completes a goodwill analysis at least on an annual basis or more often if events and circumstances indicate that there may be impairment. The Corporation also completes an impairment test for other intangible assets on an annual basis or more often if events and circumstances indicate a possible impairment. The annual analysis is scheduled to occur within the fourth quarter of 2022. At September 30, 2022, ACNB cannot project the outcome of the annual analysis however, in the current belief of management, there are no events or circumstances indicating impairment.

13. Recently issued but not effective Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchases financial assets with credit deterioration since their origination. The new model referred to as current expected credit losses (CECL) model, will apply to: (a) financial assets subject to credit losses and measured at amortized cost; and (b) certain off-balance sheet credit exposures. This includes loans, held to maturity debt securities, loan commitments, financial guarantees and net investments in leases as well as reinsurance and trade receivables. The estimate of expected credit losses should consider historical information, current information, and supportable forecasts, including estimates of prepayments. ASU 2016-13 was originally effective for SEC filers for annual periods beginning after December 15, 2019, and interim periods within those annual periods. In November 2019, the FASB approved a delay of the required implementation date of ASU 2016-13 for smaller reporting companies, as defined by the Securities and Exchange Commission, including the Corporation, resulting in a required implementation date for the Corporation of January 1, 2023.

Management has formed a focus group consisting of multiple members from areas, including credit, finance, loan servicing, and information systems. The Corporation is completing its data and model validation analyses, with parallel processing of our existing allowance for loan losses model with the CECL model to follow. The Corporation is currently evaluating the provisions of ASU 2016-13 to determine the potential impact the new standard will have on the financial condition or results of operations.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendment only applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The ASU is effective as of March 12, 2020 through December 31, 2022. The Corporation is in the process of evaluating the impact of this standard on the loan portfolio, investment portfolio and long term debt, but believes

that its adoption will not have a material impact on the Corporation’s consolidated financial condition or results of operations.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 made certain targeted amendments specific to troubled debt restructurings (TDRs) by creditors and vintage disclosure related to gross write-offs. Upon adoption, the Corporation will be required to apply the loan and refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of an existing loan, rather than applying the recognition and measurement guidance for TDRs. The ASU also requires companies to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within scope of Subtopic 326-20. ASU 2022-02 is effective March 31, 2023, for entities that have adopted ASU 2016-13, otherwise effective date is the same as ASU 2016-13. The Corporation’s current plan is to adopt ASU 2016-13 January 1, 2023 and will simultaneously implement ASU 2022-02.

ACNB CORPORATION

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION AND FORWARD-LOOKING STATEMENTS

Introduction

The following is management’s discussion and analysis of the significant changes in the financial condition, results of operations, comprehensive income, capital resources, and liquidity presented in its accompanying consolidated financial statements for ACNB Corporation (the Corporation or ACNB), a financial holding company. Please read this discussion in conjunction with the consolidated financial statements and disclosures included herein. Current performance does not guarantee, assure or indicate similar performance in the future.

Forward-Looking Statements

In addition to historical information, this Form 10-Q may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of Management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: short- and long-term effects of inflation and rising costs on the Corporation, customers and economy; effects of governmental and fiscal policies, as well as legislative and regulatory changes; effects of new laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and their application with which the Corporation and its subsidiaries must comply; impacts of the capital and liquidity requirements of the Basel III standards; effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short- and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; effects of economic conditions particularly with regard to the negative impact of severe, wide-ranging and continuing disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) and any other pandemic, epidemic or health-related crisis and the responses thereto on the operations of the Corporation and current customers, specifically the effect of the economy on loan customers’ ability to repay loans; effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; inflation, securities market and monetary fluctuations; risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; effects of technology changes; effect of general economic conditions and more specifically in the Corporation’s market areas; 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 or geopolitical instability; disruption of credit and equity markets; ability to manage current levels of impaired assets; loss of certain key officers; ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect Management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the Securities and Exchange Commission, including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the Securities and Exchange Commission.

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 ACNB Insurance Services, Inc.’s outstanding goodwill from its most recent testing, which was performed as of October 1, 2021. The Corporation did not identify any impairment on the Bank’s outstanding goodwill from its most recent qualitative assessment, which was completed as of December 31, 2021. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. 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 September 30, 2022, compared to Quarter ended September 30, 2021

Executive Summary

Net income for the three months ended September 30, 2022, was $10,324,000 compared to a net income of $7,360,000 for the comparable period in 2021 an increase of $2,964,000 or 40.3%. Basic earnings per share for the three months ended September 30, 2022 and 2021, were $1.20 and $0.84, respectively, a 42.9% increase. The increase in net income for the third quarter of 2022 was primarily driven by increases in net interest income and commissions from insurance sales. Net interest income for the quarter ended September 30, 2022 increased $4,520,000, or 25.1%, from the comparable period in 2021. The increase in net interest income can be attributed to higher interest rates, deployment of excess liquidity, lower funding costs and a shift into higher-yielding assets. Commissions from insurance sales for the quarter ended September 30, 2022 increased $714,000, or 41.6%, from the comparable period in 2021 driven by the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022.

Net Interest Income

Net interest income totaled $22,520,000 for the three months ended September 30, 2022 compared to $18,000,000 for the comparable period in 2021, an increase of $4,520,000, or 25.1%. The increase in net interest income can be attributed to a higher net interest margin that benefited from higher interest rates, deployment of excess liquidity, lower funding costs and a shift into higher-yielding assets. The net interest margin for the three months ended September 30, 2022 was 3.59%, an 84 basis points increase from 2.75% for the comparable period of 2021. Paycheck Protection Program (PPP) fees and purchase

accounting accretion totaled $853,000 for the three months ended September 30, 2022 compared to $1,722,000 for the three months ended September 30, 2021.

Average earning assets declined year-over-year due to cash balances decreasing attributed to anticipated deposit outflows as market rates increased in 2022. However, interest income increased by $3,900,000 for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 driven by higher interest rates, deployment of excess liquidity and a shift into higher-yielding assets. Late in the first quarter of 2022, excess cash of approximately $185,000,000 was invested into higher-yielding securities. The new purchases were consistent with the current portfolio and investment policy. Yields on average earnings assets increased to 3.76% for the three months ended September 30, 2022 compared to 2.99% for the three months ended September 30, 2021. Interest expense decreased by $620,000 for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, driven by a reduction in long-term borrowings and a reduction in deposit costs due to smaller balances outstanding. The cost of interest-bearing liabilities declined to 0.14% for the three months ended September 30, 2022 compared to 0.27% for the three months ended September 30, 2021.

Provision for Loan Losses

As a result of stable loan risk metrics, combined with low credit losses in the portfolio, the provisions for loan losses for the third quarter of 2022 and 2021 were $0. 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 losses generally does not include the loans acquired through acquisition, which were recorded at fair value as of the acquisition date. 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. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the third quarter of 2022, the Corporation had net charge-offs of $991,000 as compared to net charge-offs of $1,066,000 for the third quarter of 2021. 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.

Other Income

Total other income was $5,849,000 for the three months ended September 30, 2022, up $575,000, or 10.9%, from the comparable period of 2021. Fees from deposit accounts increased by $182,000, or 20.2%, due to resumption of economic activity that produces fee generating activity. Fee volume varies with balance levels, account transaction activity, and customer-driven events. At the Corporation’s wholly-owned insurance subsidiary, ACNB Insurance Services, Inc., commissions from insurance sales were up by $714,000, or 41.6%, to $2,429,000 driven primarily by the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022. Income for sold mortgages included in other income decreased by $258,000, or 86.0%, due to less mortgage activity as a result of an increase in the current rate environment. There were no realized gains or losses on sales of securities during the third quarter of 2022 and 2021. An $88,000 net fair value loss was recognized on local bank and CRA-related equity securities during the third quarter of 2022 due to normal variations in market value on publicly-traded local bank stocks compared to a $0 net fair value loss during the third quarter of 2021. No equity securities were sold in either period. Other income in the three months ended September 30, 2022, was up by $58,000, or 19.1%, to $362,000 due to a variety of other fee income variances. During the third quarter of 2022, additional bank-owned life insurance was purchased with a cash surrender value of $12,200,000.

Other Expenses

Other expenses for the quarter ended September 30, 2022 were $15,320,000 an increase of $1,344,000, or 9.6%, from the comparable period in 2021. The largest expense is salaries and benefits, which increased by $399,000, or 4.5%, from the comparable period in 2021. Overall, the increase in salaries and employee benefits can be attributed to all or some of the following factors:

•merit increases to employees and associated payroll taxes;

•increased organic and inorganic growth initiatives at ACNB Insurance Services, Inc.;

•challenges and cost in replacing and retaining staff due to a competitive labor market;

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

•varying and timing on other performance-based commissions and incentives;

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

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

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. The defined benefit pension expense was down by $291,000 when comparing the three months ended September 30, 2022 to the three months ended September 30, 2021 due to an expense in prior year as compared to a contra-expense in the current year. The decrease was driven from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense) and return on assets at the latest annual evaluation date due to market conditions.

Net occupancy expense increased by $26,000, or 2.7%, during the period due to an increase in ordinary building repairs. Equipment expense increased by $340,000, or 28.8%, due to additional ongoing expenses related to the September 2021 upgrade to a new core application system that was a major step in the Corporation’s Digital Transformation Strategy. 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 continues to prove invaluable in the pandemic, but also in attracting a broader talent pool.

Professional services expense totaled $589,000 during the third quarter of 2022 as compared to $422,000 for the comparable period in 2021, an increase of $167,000, or 39.6%. Increase in this category was a result of additional expenses related to the transition of the Corporation’s independent audit firm, as well as higher expenses for consultants and executive recruiters to fill key roles within the Bank. Professional expenses vary with specific engagements that occur at different times of each year, such as loan and compliance reviews.

Marketing and corporate relations expenses were $57,000 for the third quarter of 2022, or 29.6% lower as compared to the comparable period of 2021. 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.

Other tax expense increased by $18,000, or 4.6%, during the third quarter of 2022 as compared to the comparable period in 2021. Supplies and postage expense increased by 28.3% due to variation in the timing of necessary replenishments and increased prepaid mailing costs for customer’s year-end tax statements. FDIC and regulatory expense increased 6.5% due to variations in the asset base. FDIC expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates. Intangible amortization increased 38.6% due to the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022. Other operating expenses increased by $236,000, or 18.5%, in the third quarter of 2022, as compared to the third quarter of 2021. A consumer loan promotion attributed to the increase in other operating costs in the third quarter of 2022. Increase in other expenses also includes the expense of reimbursing checking and debit card customers for unauthorized transactions to their accounts.

Provision for Income Taxes

The Corporation recognized income taxes of $2,725,000, or 20.9% of pretax income, during the third quarter of 2022 compared to $1,938,000, or 20.8% of pretax income, during the comparable period in 2021. 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, 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 $70,000 for the three months ended September 30, 2022 and 2021.

Nine Months ended September 30, 2022, compared to Nine Months ended September 30, 2021

Executive Summary

Net income for the nine months ended September 30, 2022, was $25,553,000 compared to $23,339,000 for the comparable period in 2021, an increase of $2,214,000 or 9.5%. Basic earnings per share for the nine month period was $2.95 in 2022 and

$2.67 in 2021 or a 10.5% increase. The higher net income for the first nine months ended September 30, 2022 was primarily driven by increases in net interest income and commissions from insurance sales. Net interest income for the nine months ended September 30, 2022 was $59,377,000, an increase of $5,483,000, or 10.2%, from the comparable period in 2021. The increase was driven by higher interest rates, deployment of excess liquidity, lower funding costs and shift into higher-yielding earning assets. PPP fees and purchase accounting accretion totaled $2,803,000 for the nine months ended September 30, 2022 compared to $6,665,000 for the nine months ended September 30, 2021. Commissions from insurance sales for the nine months ended September 30, 2022 increased $1,486,000, or 30.0%, from the comparable period in 2021 driven by the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022.

Net Interest Income

Net interest income totaled $59,377,000 for the nine months ended September 30, 2022 compared to $53,894,000 for the comparable period in 2021, an increase of $5,483,000, or 10.2%. The increase in net interest income can be attributed to a higher net interest margin that benefited from higher interest rates, deployment of excess liquidity, lower funding costs and a shift into higher-yielding assets. The net interest margin for the first nine months of 2022 was 3.13%, compared to 2.90% for the same period of 2021. Year-to-date PPP fees and purchase accounting accretion totaled $2,803,000 compared to $6,665,000 for the comparable period in 2021.

Interest income increased by $2,670,000 for the nine months ended September 30, 2022 compared to the same period in 2021 driven by higher interest rates, deployment of excess liquidity, a shift into higher-yielding assets and an increase in average earning assets. Late in the first quarter of 2022, excess cash of approximately $185,000,000 was invested into higher-yielding securities. The new purchases were consistent with the current portfolio and investment policy. Yields on average earnings assets increased to 3.26% for the nine months ended September 30, 2022 compared to 3.19% for the comparable period in 2021. Interest expense decreased by $2,813,000 for the nine months ended September 30, 2022 compared to the same period in 2021 driven by a reduction in long-term borrowings and a reduction in deposit costs due to smaller balances outstanding. The cost of interest-bearing liabilities declined to 0.15% or the nine months ended September 30, 2022 compared to 0.35% for the comparable period in 2021.

Provision for Loan Losses

As a result of stable loan risk metrics, combined with low credit losses in the portfolio, the provision for loan losses was $0 in the first nine months of 2022 compared to $50,000 in the first nine months of 2021. 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 losses generally does not include the loans acquired through acquisition, which were recorded at fair value as of the acquisition date. Each quarter, the Corporation assesses risk in the loan portfolio and reserve required compared with the balance in the allowance for loan losses and the current evaluation factors. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the first nine months of 2022, the Corporation had net charge-offs of $1,081,000, as compared to net charge-offs of $1,135,000 for the first nine months of 2021. 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.

Other Income

Total other income was $16,384,000 for the nine months ended September 30, 2022, down $759,000, or 4.4%, from the first nine months of 2021. Fees from deposit accounts increased by $618,000, or 25.5%, due to resumption of economic activity that produces fee generating activity. Fee volume varies with balance levels, account transaction activity, and customer-driven events. Revenue from ATM and debit card transactions decreased by $81,000 or 3.2%, to $2,455,000 due to variations in volume and mix. 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 $2,449,000 for the nine months ended September 30, 2022, as compared to $2,363,000 for the first nine months of 2021, a 3.6% net increase. Earnings on bank-owned life insurance decreased by $14,000, or 1.3%, as a net result of varying crediting rates and administrative cost. During the third quarter of 2022, additional bank-owned life insurance was purchased with a cash surrender value of $12,200,000. At the Corporation’s wholly-owned insurance subsidiary, ACNB Insurance Services, Inc., commissions from insurance sales was up by $1,486,000, or 30.0%, to $6,437,000 during the period primarily due to the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022. Income for sold mortgages included in other income decreased by $2,029,000,or 81.3%, due to less mortgage activity as a result of an increase in the current rate environment. A $345,000 net fair value loss was recognized on local bank and CRA-related equity securities during the first nine months of 2022 due to normal variations in market value on publicly-traded local bank stocks, compared to a $377,000 net fair value gain during the first nine months of 2021. No equity securities were sold in either quarter. There were no realized

gains or losses on sales of securities during the first nine months of 2022 and 2021. Other income in the nine months ended September 30, 2022, was down by $103,000, or 11.1%, to $822,000 due to a variety of other fee income variances. During the third quarter of 2022, additional bank-owned life insurance was purchased with a cash surrender value of $12,200,000.

Other Expenses

Other expenses for the nine months ended September 30, 2022 were $43,608,000, an increase of $2,114,000,or 5.1%, from the first nine months of 2021. The increase was primarily driven by increases in professional, equipment and other expenses. Salaries and employee benefits, which is the largest component of other expenses, decreased by $66,000, or 0.3%, when comparing the first nine months of 2022 to the comparable period in 2021. The nine months ended September 30, 2022 was impacted by a partial reversal of prior year-end incentive compensation accrual as $750,000 of restricted stock was issued in lieu of accrued cash awards. Net occupancy expense increased by $52,000, or 1.7%, during the period due to increased ordinary building repairs. Equipment expense increased by $783,000, or 20.7%, due to increased monthly expenses related to the September 2021 upgrade to a new core processing system that was a major step in the Corporation’s Digital Transformation Strategy.

Professional services expense totaled $1,328,000 during the first nine months of 2022 compared to $890,000 for the same period in 2021, an increase of $438,000 or 49.2%. The increase in professional expenses was a result of additional expenses related to the transition of the Corporation’s independent audit firm, as well as higher expenses for consultants and executive recruiters to fill key roles within the Bank. Professional expenses vary with specific engagements that occur at different times of each year, such as loan and compliance reviews.

Marketing and corporate relations expenses were $227,000 for the first nine months of 2022, or 3.2% higher as compared to the same period of 2021. 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.

Other tax expense increased by $52,000, or 4.4%, for the nine months ended September 30, 2022 compared to the same period in 2021, including higher Pennsylvania Bank Shares Tax. Supplies and postage expense increased by 16.9% due to variation in the timing of necessary replenishments and increased costs in mailing of customers year-end tax statements. FDIC and regulatory expense increased $93,000 or 13.2%, due to variations in the asset base. FDIC expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates. Intangible amortization increased $215,000 or 24.5%, due to the acquisition of the business and assets of the Hockley & O’Donnell Agency in the first quarter of 2022. Other operating expenses increased by $449,000, or 11.2%, in the first nine months of 2022, as compared to the first nine months of 2021. The increase was attributed to an increase in consumer loan waived cost resulting from the consumer loan promotion and the expense of reimbursing checking and debit card customers for unauthorized transactions to their accounts.

Provision for Income Taxes

The Corporation recognized income taxes of $6,600,000, or 20.5% of pretax income, during the first nine months of 2022, as compared to $6,154,000, or 20.9% of pretax income, during the same period in 2021. 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, 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 $211,000 for the nine months ended September 30, 2022 and 2021.

FINANCIAL CONDITION

Assets totaled $2,654,153,000 at September 30, 2022 compared to $2,786,987,000 at December 31, 2021, and $2,792,792,000 at September 30, 2021. Average earning assets during the nine months ended September 30, 2022 increased to $2,539,550,000 from $2,483,036,000 during the same period in 2021. Average interest bearing liabilities increased in 2022 to $1,822,406,000 from $1,761,808,000 in 2021.

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. 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 September 30, 2022, the securities balance included a net unrealized loss on available for sale securities of $56,856,000, net of taxes, on amortized cost of $571,944,000 versus a net unrealized loss of $3,474,000, net of taxes, on amortized cost of $441,565,000 at December 31, 2021, and a net unrealized loss of $953,000, net of taxes, on amortized cost of $412,901,000 at September 30, 2021. The change in fair value of available for sale securities during 2022 was a result of the greater amount of investments in the available for sale portfolio and by a decrease in fair value due to a rise in market interest rates.

At September 30, 2022, the securities balance included held to maturity securities with an amortized cost of $66,304,000 and a fair value of $56,801,000 as compared to an amortized cost of $6,454,000 and a fair value of $6,652,000 at December 31, 2021, and an amortized cost of $7,220,000 and a fair value of $7,482,000 at September 30, 2021. During the six months ending June 30, 2022, approximately $39.7 million of municipal securities were transferred from available for sale to held to maturity to mitigate the unrealized loss on available for sale securities. The held to maturity securities also include U.S. government pass-through mortgage-backed securities in which the full payment of principal and interest is guaranteed.

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

Late in the quarter ended March 31, 2022, the Corporation deployed excess liquidity by moving approximately $185,000,000 from cash into higher-yielding securities with a tax equivalent yield of approximately 2.80%. These new purchases were consistent with the current investment portfolio, but with higher yields to enhance the net interest margin and net interest income in future quarters. Purchases were primarily in government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA) or Federal Home Loan Mortgage Corporation (FHLMC), which guarantee the timely payment of principal on these investments.

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

Loans

Loans outstanding increased by $40,242,000, or 2.7%, at September 30, 2022 from September 30, 2021, and increased by $58,701,000, or 4.0%, from December 31, 2021, to September 30, 2022. The increase in loans is largely attributable to growth in the commercial lending portfolio. Despite the intense competition in the Corporation’s market areas, management continues to focus on asset quality and disciplined underwriting standards in the loan origination process. Total commercial purpose segments increased $50,886,000, or 5.0%, as compared to December 31, 2021. Commercial 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 commercial loans 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 municipal body. In many cases, these loans are obtained through a bid process with other local and regional banks. These loans are predominantly bank qualified for mostly tax-free interest income treatment for federal income taxes. These loans totaled $73,644,000 at September 30, 2022, an increase of 17.2% from $62,823,000 held at the end of 2021; these loans are especially subject to refinancing in certain rate environments. Residential real estate mortgage lending increased by $6,329,000, or 1.4%, as compared to December 31, 2021. Of the $448,216,000 total in residential mortgage loans at September 30, 2022, $132,281,000 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 0.7% of the portfolio, with automobile-secured loans representing less than 0.1% of the portfolio.

The Coronavirus Aid, Relief, and Economic Security Act (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 COVID-19 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 September 30, 2022, the Corporation had an outstanding balance of $230,000 under the PPP program, net of repayments and forgiveness to date. As of

September 30, 2022, the Corporation had originated an aggregate total of 2,217 loans in the amount of $223,036,703 under the PPP. Deferred fee income was approximately $9.5 million, before costs. The Corporation recognized $2,875,000 of PPP fee income during 2020, $5,627,000 during 2021, and $974,000 during the nine months ended September 30, 2022.

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 $432,075,000, or 12.3% of total loans, at September 30, 2022. 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.

Loans not tested for impairment do not require a specific reserve allocation. Management places these loans 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;

•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;

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

•In 2020, a special allowance was developed to quantify a current expected incurred loss as a result of the COVID-19 crisis. The factor considered the loan mix effects of businesses likely to be harder hit by quarantine closure orders, the relative amount of COVID-19 related modifications requested to date, the estimated regional infection stage and geopolitical factors.

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 2022 and the resulting allowance at September 30, 2022, are appropriate given management’s current analysis of the continuing level of risk in the loan portfolio. Management also believes the unallocated allowance is appropriate. 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 September 30, 2022. The amount of the unallocated portion of the allowance was $280,000 at September 30, 2022, as management concluded that the loan portfolio was better reflected in metrics used in the allocated evaluation. Otherwise, the assessment concluded that credit quality was stable, COVID-19 related charge-offs were relatively low and past due loans manageable.

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, and with lessened risk from the impact of the COVID-19 crisis. The provision for year-to-date September 30, 2022 and 2021, was $0 and $50,000, respectively. The decrease in the allowance for loan losses as a percentage of total loans of 1.29% at September 30, 2021 to 1.18% at September 30, 2022 was primarily related to the improvement in qualitative factors, specifically economic and trends in delinquency and nonaccruals.

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 used the deferral period to develop the proper procedures, data sources and testing for implementation.

The allowance for loan losses at September 30, 2022, was $17,952,000, or 1.18% of total loans (1.44% of non-acquired loans), as compared to $19,141,000, or 1.29% of loans, at September 30, 2021, and $19,033,000, or 1.30% of loans, at December 31, 2021. The decrease from year-end resulted from charge-offs of $1,081,000 net of recoveries and $0 in provisions as shown in the table below. In the following discussion, acquired loans from Frederick 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 8 — “Loans” in the Notes to Consolidated Financial Statements.

Changes in the allowance for loan losses were as follows:


In thousands	Nine Months Ended September 30, 2022		Year Ended December 31, 2021		Nine Months Ended September 30, 2021
Beginning balance – January 1	$	19,033	$	20,226	$	20,226
Provisions charged to operations	—		50		50
Recoveries on charged-off loans	53		75		57
Loans charged-off	(1,134)		(1,318)		(1,192)
Ending balance	$	17,952	$	19,033	$	19,141

Loans past due 90 days and still accruing were $1,476,000 and nonaccrual loans were $2,426,000 as of September 30, 2022. $0 of the nonaccrual balance at September 30, 2022, were in troubled debt restructured loans. $3,489,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were $430,000 at September 30, 2021, while nonaccrual loans were $5,618,000. $79,000 of the nonaccrual balance at September 30, 2021, was in troubled debt restructured loans. $3,600,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were $730,000 at December 31, 2021, while nonaccrual loans were $5,489,000. $63,000 of the nonaccrual balance at December 31, 2021, were in troubled debt restructured loans. $3,574,000 of the impaired loans were accruing troubled debt restructured loans.

Because of the manageable level of nonaccrual and substandard loans in 2022, no addition to the allowance was necessary even with year to date net charge-offs of $1,081,000.

The Corporation implemented numerous initiatives to support and protect employees and customers during the COVID-19 pandemic. These efforts continue with current information and guidelines related to ongoing COVID-19 initiatives. As of September 30, 2022 and 2021, the Corporation no longer had any temporary loan modifications or deferrals for either commercial or consumer customers, furthering the positive trend of improvement in 2021.

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 September 30, 2022, as compared to December 31, 2021, is as follows:


Dollars in thousands	Number of Credit Relationships	Balance		Specific Loss Allocations		Current Year Charge-Offs		Location	Originated
September 30, 2022

Owner occupied commercial real estate	4	$	1,483	$	—	$	—	In market	2012 - 2017
Investment/rental residential real estate	1	104		—		—		In market	2016
Commercial and industrial	2	839		687		—		In market	2017 - 2018
Total	7	$	2,426	$	687	$	—

December 31, 2021

Owner occupied commercial real estate	7	$	3,890	$	599	$	—	In market	2008 - 2019
Investment/rental residential real estate	1	112		—		—		In market	2016
Commercial and industrial	3	1,487		856		970		In market	2008 - 2019
Total	11	$	5,489	$	1,455	$	970

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 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 September 30, 2022.

Owner occupied commercial real estate at September 30, 2022, includes four unrelated loan relationships. The merger-acquired loan relationship for a light manufacturing enterprise was paid off during the third quarter of 2022. An $859,000 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, subsequent payments have been received. A $255,000 commercial mortgage loan was added to this category in the third quarter of 2022. The other unrelated loans in this category have balances of less than $189,000 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 2012 and 2017 and are business loans impacted by specific borrower credit situations. Collateral valuation resulted in no specific allocations for these four loan relationships. 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.

The acquired commercial real estate participation loan previously included in this category was transferred to foreclosed assets held for resale. The Corporation previously recognized an $831,000 specific reserve on this loan and the $831,000 was charged-off during the third quarter of 2022.

Investment/rental residential real estate at September 30, 2022, includes one loan relationship (which is deemed to be adequately collateralized) totaling $104,000 for which the real estate is collateral and the purpose of which is for speculation, rental, or other non-owner occupied uses; this relationship is making principal reductions.

A $1,795,000 commercial and industrial loan was added in the fourth quarter of 2020 after ceasing operations, with a current balance of $163,000. Liquidation is mostly complete with a specific allocation of $11,000 after a $970,000 third quarter of 2021 charge-off. A related $441,000 owner occupied real estate loan was also in nonaccrual but settled in the first quarter of 2022. A third unrelated loan relationship was added in the first quarter of 2021 with an outstanding balance of $676,000 and a specific allocation of $676,000 due to concerns on collateralization and liens.

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 2022 and 2021 was a result of the measurement of the adequacy of the allowance for loan losses at each period.

Premises and Equipment

On January 12, 2022, ACNB Bank announced plans to build a full-service community banking office to serve the Upper Adams area of Adams County, PA. The Upper Adams Office opened in October 2022 and, as a result, three offices were consolidated and transferred to Assets Held for Sale at fair market value. Also, as part of the Bank’s branch optimization program, in the third quarter of 2022, the Bank announced the planned closure of three additional community banking offices effective December 2022. As a result, two branches were transferred to Assets Held for Sale at fair market value.

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. One commercial participation loan relationship moved to foreclosed assets held for resale during the third quarter of 2022 in the amount of $474,000.

Deposits

ACNB relies on deposits as a primary source of funds for lending activities with total deposits of $2,336,213,000 as of September 30, 2022. Deposits decreased by $81,348,000, or 3.4%, from September 30, 2021, to September 30, 2022, and decreased by $90,176,000, or 3.7%, from December 31, 2021, to September 30, 2022. Since December 31, 2021, the decrease in deposits was due to customers beginning to seek higher yielding alternative investment products as market interest rates rose during the first three quarters of 2022. 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 trusts, credit unions and larger regional banks. Continued periods where rates rise, 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 September 30, 2022, short-term Bank borrowings were $41,641,000, as compared to $35,202,000 at December 31, 2021, and $44,605,000 at September 30, 2021. 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 2021, repurchase agreement balances were up $6,439,000, or 18.3%, due to changes in the cash flow position of ACNB’s commercial and local government customer base and lack of competition from non-bank sources. There were no short-term FHLB borrowings at September 30, 2022 and 2021, or December 31, 2021. 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 for loan assets, and Corporate borrowings that were acquired or originated in regards to the acquisitions and to refund or extend such Corporation borrowings. Long-term borrowings totaled $24,050,000 at September 30, 2022, versus $34,700,000 at December 31, 2021, and $41,700,000 at September 30, 2021. Long-term borrowings decreased 42.3% from September 30, 2021 as excess liquidity was used to pay down higher cost funding. ACNB Insurance Services, Inc. borrowed $1.5 million from a local bank in the first quarter of 2022 to fund its acquisition. 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 $232,370,000 at September 30, 2022, compared to $272,114,000 at December 31, 2021, and $269,840,000 at September 30, 2021. Shareholders’ equity decreased in the first nine months of 2022 by $39,744,000 primarily due to a net decrease in the fair value of the investment portfolio given rising market rates.

The primary source of additional capital to ACNB is earnings retention, which represents net income less dividends declared. During the first nine months of 2022, ACNB earned $25,553,000 and paid dividends of $6,734,000 for a dividend payout ratio of 26.4%. During the first nine months of 2021, ACNB earned $23,339,000 and paid dividends of $6,710,000 for a dividend payout ratio of 28.8%.

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 September 30, 2022, 16,226 shares were issued under this plan with proceeds in the amount of $535,000. Year-to-date September 30, 2021, 17,897 shares were issued under this plan with proceeds in the amount of $510,000.

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 September 30, 2022, 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.

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 September 30, 2022, 57,522 shares were issued under this plan and 516,533 shares were available for grant.

On February 25, 2021, the Corporation announced that the Board of Directors approved on February 23, 2021, a plan to repurchase, in open market and privately negotiated transactions, up to 261,000, or approximately 3%, of the outstanding shares of the Corporation’s common stock. This common stock repurchase program replaced and superseded any and all earlier announced repurchase plans. There were 109,931 shares purchased under the plan during the quarter ended September 30, 2022 and 252,227 shares in total purchased under this plan.

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

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 and risk adjusted assets. Management believes, as of September 30, 2022, and December 31, 2021, 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 September 30, 2022, 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 COVID-19 relief measure). Qualifying community banking organizations that elect to be subject to the CBLR framework and continue to meet all requirements under the framework would not be subject to risk-based or other leverage capital requirements and, in the case of an insured depository institution, would be considered to have met the well capitalized ratio requirements for purposes of the FDIC’s Prompt Corrective Action framework. The CBLR framework was available for banks to use in their March 31, 2020 Call Report. The Corporation has performed changes to capital adequacy and reporting requirements within the quarterly Call Report, and it opted out of the CBLR framework.

The banking subsidiary’s capital ratios are as follows:


	September 30, 2022		December 31, 2021		To Be Well Capitalized Under Prompt Corrective Action Regulations
Tier 1 leverage ratio (to average assets)	9.26	%	8.81	%	5.00	%
Common Tier 1 capital ratio (to risk-weighted assets)	15.01	%	16.32	%	6.50	%
Tier 1 risk-based capital ratio (to risk-weighted assets)	15.01	%	16.32	%	8.00	%
Total risk-based capital ratio	16.11	%	17.57	%	10.00	%

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 September 30, 2022, ACNB’s banking subsidiary had a borrowing capacity of approximately $802,000,000 from the FHLB, of which $786,000,000 was available. Because of various restrictions and requirements on utilizing the available balance, ACNB considers $585,000,000 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 $41,641,000 and $35,202,000 at September 30, 2022, and December 31, 2021, 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 for liquidity and capital resource requirements for all material short- and long-term cash requirements from known contractual and other obligations.

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

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 September 30, 2022, the Corporation had unfunded outstanding commitments to extend credit of approximately $388,631,000 and outstanding standby letters of credit of approximately $11,989,000. 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.

RECENT LEGAL AND REGULATORY DEVELOPMENTS

Management has reviewed the recent development sections that were previously disclosed in the Annual Report on Form 10-K for the fiscal period ended December 31, 2021 and the Quarterly Reports on Form 10-Q for the periods ended March 31, 2022 and June 30, 2022. There are no material changes in the recent legal and regulatory development section as previously disclosed in the recent developments section on the Form 10-K and 10-Q.

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 and regulations 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 2021. For further discussion of year-end information, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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 September 30, 2022, 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 September 30, 2022, 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, 2021. There are no material changes in risk factors as previously disclosed in the Form 10-K.

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

On May 5, 2009, shareholders approved and ratified the ACNB Corporation 2009 Restricted Stock Plan, effective as of February 24, 2009, in which awards shall not exceed, in the aggregate, 200,000 shares of common stock. As of September 30, 2022, there were 25,945 shares of common stock granted as restricted stock awards under this plan 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 September 30, 2022, 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 September 30, 2022, there were 230,721 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 September 30, 2022, there were 57,522 shares issued under this plan. The maximum number of shares that may yet be granted under this plan is 516,533. 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.

On February 25, 2021, the Corporation announced that the Board of Directors approved on February 23, 2021, a plan to repurchase, in open market and privately negotiated transactions, up to 261,000, or approximately 3%, of the outstanding shares of the Corporation’s common stock. This common stock repurchase program replaced and superseded any and all earlier announced repurchase plans. There were 109,931 treasury shares purchased under this plan during the quarter ended September 30, 2022.


	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plan	Maximum number of shares that may yet be purchased under the plan
July 1 - July 31, 2022	95,442	$	31.36	237,738	23,262
August 1 - August 31, 2022	14,489	$	34.46	252,227	8,773
Total	109,931	$	32.35	252,227	8,773

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

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 4.1						Form of ACNB Corporation 4.00% Fixed-to-Floating Rate Subordinated Note due March 31, 2031. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 30, 2021.)

Exhibit 10.1						ACNB Bank 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 10.2						ACNB Bank Amended and Restated Director Supplemental Life Insurance Plan — Applicable to Kimberly S. Chaney, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, 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 10.3						ACNB Bank Amended and Restated Director Deferred Fee Plan — Applicable to Kimberly S. Chaney, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, Marian B. Schultz, D. Arthur Seibel, Jr., 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 10.4						ACNB Bank Salary Savings Plan.

Exhibit 10.5						Group Pension Plan for Employees of ACNB Bank.

Exhibit 10.6						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 10.7						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 10.8						ACNB Corporation 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 10.9						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 10.10						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 10.11						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 10.12						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 10.13						ACNB Bank Variable Compensation Plan effective January 1, 2014, as amended. (Incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 14, 2022.)

Exhibit 10.14						First Amendment to 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 10.15						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 10.16						Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and James P. Helt dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

Exhibit 10.17						ACNB Corporation 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 10.18						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 10.19						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 10.20						Form of Exhibit B Split Dollar Policy Endorsement to ACNB Bank Amended and Restated Director Supplemental Life Insurance Plan dated November 27, 2018. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 28, 2018.)


Exhibit 10.21						Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of November 27, 2018. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 28, 2018.)

Exhibit 10.22						Form of Subordinated Note Purchase Agreement dated March 30, 2021, by and among ACNB Corporation and the Purchasers. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 30, 2021.)

Exhibit 10.23						Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and Jason H. Weber dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

Exhibit 10.24						Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 15, 2022. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 21, 2022.)

Exhibit 10.25						Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Non-Employee Directors dated as of March 15, 2022. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 21, 2022.)

Exhibit 10.26						Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

Exhibit 10.27						Salary Continuation Agreement by and between ACNB Bank and Jason H. Weber dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

Exhibit 10.28						First Amendment to ACNB Bank Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

Exhibit 10.29						First Amendment to ACNB Bank Salary Continuation Agreement by and between ACNB Bank and Jason H. Weber dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.7 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

Exhibit 10.30						Salary Continuation Agreement by and between ACNB Bank and Jason H. Weber dated as of January 31, 2022. (Incorporated by reference to Exhibit 99.8 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)

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.


Exhibit 101.LAB						XBRL Taxonomy Extension Label Linkbase.


Exhibit 101.PRE						XBRL Taxonomy Extension Presentation Linkbase.

Exhibit 101.INS						XBRL Instance Document – The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH						XBRL Taxonomy Extension Schema.

Exhibit 101.CAL						XBRL Taxonomy Extension Calculation Linkbase.

Exhibit 101.DEF						XBRL Taxonomy Extension Definition Linkbase.

Exhibit 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:	November 4, 2022	/s/ James P. Helt
		James P. Helt
		President & Chief Executive Officer

		/s/ Jason H. Weber
		Jason H. Weber
		Executive Vice President/Treasurer &
		Chief Financial Officer (Principal Financial Officer)