☒xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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☒Nox No o☐

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). Yesx☒ Noo☐

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.

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.o☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso☐ Nox☒

The number of shares of the Registrant’s Common Stock outstanding on ~~November~~May 1, ~~2019,~~2020, was ~~7,074,539.~~8,669,906.

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

ACNB CORPORATION

~~ACNB CORPORATION~~

CONSOLIDATED STATEMENTS OF INCOME(UNAUDITED)

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
Dollars in thousands, except per share data	2019		2018			2019			2018			2020			2019

INTEREST AND DIVIDEND INCOME
Loans, including fees	$	16,057	$	14,966		$	47,763		$	43,746		$	19,035		$	15,668
Securities:
Taxable	1,079		929			3,078			2,761				1,284			971
Tax-exempt	31		51			113			175				92			44
Dividends	78		77			253			229				90			94
Other	452		259			830			490				408			108

Total Interest Income	17,697		16,282			52,037			47,401				20,909			16,885

INTEREST EXPENSE
Deposits	2,158		1,341			5,814			3,681				2,921			1,685
Short-term borrowings	21		2			73			29				15			31
Long-term borrowings	473		526			1,470			1,625				518			504

Total Interest Expense	2,652		1,869			7,357			5,335				3,454			2,220

Net Interest Income	15,045		14,413			44,680			42,066				17,455			14,665

PROVISION FOR LOAN LOSSES	150		200			425			770				4,000			150

Net Interest Income after Provision for Loan Losses	14,895		14,213			44,255			41,296				13,455			14,515

OTHER INCOME
Commissions from insurance sales													1,440			1,320
Service charges on deposit accounts	1,017		839			2,901			2,465				990			938
Income from fiduciary, investment management and brokerage activities	651		632			1,841			1,762				668			592
Earnings on investment in bank-owned life insurance	296		269			869			807				347			264
Gain on life insurance proceeds	—		—			—			52
Net gains on sales of securities	—		31			—			44
Net gains (losses) on equity securities	31		(23		)	193			(50		)
Net (losses) gains on equity securities													(475	)		33
Service charges on ATM and debit card transactions	652		609			1,825			1,753				638			538
Commissions from insurance sales	1,763		1,450			4,997			4,358
Other	531		318			1,075			963				558			255

Total Other Income	4,941		4,125			13,701			12,154				4,166			3,940

OTHER EXPENSES
Salaries and employee benefits	7,340		6,560			21,494			19,870				8,501			6,965
Net occupancy	739		700			2,336			2,199				981			863
Equipment	1,165		1,276			3,487			3,759				1,284			1,103
Other tax	269		243			805			684				327			262
Professional services	263		371			746			1,084				402			200
Supplies and postage	163		183			547			575				209			206
Marketing and corporate relations	132		98			442			366				184			139
FDIC and regulatory	53		173			382			521				41			169
Merger related expenses	516		—			516			—				5,965			—
Intangible assets amortization	154		175			467			541				315			155
Foreclosed real estate expenses (income)	46		(27		)	(10		)	105				75			(53	)
Other operating	1,134		1,104			3,708			3,389				1,173			1,252

Total Other Expenses	11,974		10,856			34,920			33,093				19,457			11,261

Income before Income Taxes	7,862		7,482			23,036			20,357
(Loss) Income before Income Taxes													(1,836	)		7,194

PROVISION FOR INCOME TAXES	1,552		1,443			4,396			3,898
(BENEFIT) PROVISION FOR INCOME TAXES													(613	)		1,330

Net Income	$	6,310	$	6,039		$	18,640		$	16,459
Net (Loss) Income												$	(1,223	)	$	5,864

PER SHARE DATA
Basic earnings	$	0.89	$	0.86		$	2.64		$	2.34
Basic (loss) earnings												$	(0.14	)	$	0.83
Cash dividends declared	$	0.25	$	0.23		$	0.73		$	0.66		$	0.25		$	0.23

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

ACNB CORPORATION

~~ACNB CORPORATION~~

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
Dollars in thousands	2019		2018			2019		2018			2020			2019

NET INCOME	$	6,310	$	6,039		$	18,640	$	16,459
NET (LOSS) INCOME											$	(1,223	)	$	5,864

OTHER COMPREHENSIVE INCOME (LOSS)

SECURITIES

Unrealized gains (losses) arising during the period, net of income taxes of $93, $(139), $850 and $(742), respectively	317		(476		)	2,914		(2,195		)
Unrealized gains arising during the period, net of income taxes of $907 and $323, respectively												3,202			1,110

Reclassification adjustment for net gains included in net income, net of income taxes of $0, $7, $0 and $10, respectively (A) (C)	—		24			—		34
Reclassification adjustment for net gains included in net income, net of income taxes of $0 and $0, respectively (A) (C)												—			—

PENSION

Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $48, $29, $144 and $87, respectively (B) (C)	165		100			493		300
Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $38 and $48, respectively (B) (C)												131			164

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	482		(352		)	3,407		(1,861		)
TOTAL OTHER COMPREHENSIVE INCOME												3,333			1,274

TOTAL COMPREHENSIVE INCOME	$	6,792	$	5,687		$	22,047	$	14,598		$	2,110		$	7,138

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

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

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

ACNB CORPORATION

~~ACNB CORPORATION~~

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY(UNAUDITED)

~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~

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

BALANCE – JANUARY 1, 2020	$	17,855	$	(728	)	$	39,579	$	138,663		$	(5,853	)	$	189,516
Net loss		—		—			—		(1,223	)		—			(1,223	)
Other comprehensive income, net of taxes		—		—			—		—			3,333			3,333
Common stock shares issued (1,590,547 shares)		3,964		—			53,309		—			—			57,273
Restricted stock compensation expense		—		—			262		—			—			262
Cash dividends declared		—		—			—		(2,167	)		—			(2,167	)
BALANCE – MARCH 31, 2020	$	21,819	$	(728	)	$	93,150	$	135,273		$	(2,520	)	$	246,994

Dollars in thousands

Common
Stock

Treasury
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Stockholders’
Equity

BALANCE — JANUARY 1, 2019

$
17,772

$
(728
)
$
38,448

$
121,862

$
(9,217
)
$
168,137

Net income

—

—

—

5,864

—

5,864

Other comprehensive income, net of taxes

—

—

—

—

1,274

1,274

Common stock shares issued (3,662 shares)

9

—

4

—

—

13

Restricted stock compensation expense

—

—

126

—

—

126

Cash dividends declared

—

—

—

(1,621
)
—

(1,621
)
BALANCE — MARCH 31, 2019

17,781

(728
)
38,578

126,105

(7,943
)
173,793

Net income

—

—

—

6,466

—

6,466

Other comprehensive income, net of taxes

—

—

—

—

1,651

1,651

Common stock shares issued (4,162 shares)

11

—

138

—

—

149

Restricted stock grants (16,015 shares)

39

—

352

—

—

391

Restricted stock compensation expense

—

—

196

—

—

196

Cash dividends declared

—

—

—

(1,762
)
—

(1,762
)
BALANCE — JUNE 30, 2019

17,831

(728
)
39,264

130,809

(6,292
)
180,884

Net income

—

—

—

6,310

—

6,310

Other comprehensive income, net of taxes

—

—

—

—

482

482

Common stock shares issued (4,680 shares)

12

—

154

—

—

166

Cash dividends declared

—

—

—

(1,768
)
—

(1,768
)
BALANCE — SEPTEMBER 30, 2019

$
17,843

$
(728
)
$
39,418

$
135,351

$
(5,810
)
$
186,074

Dollars in thousands

Common
Stock

Treasury
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Stockholders’
Equity

BALANCE — JANUARY 1, 2018

$
17,716

$
(728
)
$
37,777

$
106,293

$
(7,092
)
$
153,966

Net income

—

—

—

4,913

—

4,913

Other comprehensive loss, net of taxes

—

—

—

—

(1,189
)
(1,189
)
Common stock shares issued (4,138 shares)

10

—

111

—

—

121

Restricted stock grants (6,744 shares)

17

—

(4
)
—

—

13

Restricted stock compensation expense

—

—

186

—

—

186

Cash dividends declared

—

—

—

(1,405
)
—

(1,405
)
BALANCE — MARCH 31, 2018

17,743

(728
)
38,070

109,801

(8,281
)
156,605

Net income

—

—

—

5,507

—

5,507

Other comprehensive loss, net of taxes

—

—

—

—

(320
)
(320
)
Reclassification of certain income tax effects from AOCI (1)

—

—

—

82

(82
)
—

Common stock shares issued (4,228 shares)

10

—

123

—

—

133

Cash dividends declared

—

—

—

(1,618
)
—

(1,618
)
BALANCE — JUNE 30, 2018

17,753

(728
)
38,193

113,772

(8,683
)
160,307

Net income

—

—

—

6,039

—

6,039

Other comprehensive loss, net of taxes

—

—

—

—

(352
)
(352
)
Common stock shares issued (3,456 shares)

9

—

128

—

—

137

Cash dividends declared

—

—

—

(1,619
)
—

(1,619
)
BALANCE — SEPTEMBER 30, 2018

$
17,762

$
(728
)
$
38,321

$
118,192

$
(9,035
)
$
164,512

(1) In January 2018, the Corporation adopted ASU 2018-02, as a result, the Corporation made a policy election to release income tax effects, as a result of the Tax Act, from AOCI to retained earnings.

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

BALANCE – JANUARY 1, 2019	$	17,772	$	(728	)	$	38,448	$	121,862		$	(9,217	)	$	168,137
Net income		—		—			—		5,864			—			5,864
Other comprehensive income, net of taxes		—		—			—		—			1,274			1,274
Common stock shares issued (3,662 shares)		9		—			4		—			—			13
Restricted stock compensation expense		—		—			126		—			—			126
Cash dividends declared		—		—			—		(1,621	)		—			(1,621	)
BALANCE – MARCH 31, 2019	$	17,781	$	(728	)	$	38,578	$	126,105		$	(7,943	)	$	173,793

~~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

2019

2018

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$
18,640

$
16,459

Adjustments to reconcile net income to net cash provided by operating activities:

Gain on sales of loans originated for sale

(417
)
(404
)
(Gain) loss on sales of foreclosed assets held for resale, including writedowns

(87
)
1

Earnings on investment in bank-owned life insurance

(869
)
(807
)
Gain on sales or calls of securities

—

(44
)
(Gain) loss on equity securities

(193
)
50

Restricted stock compensation expense

322

186

Depreciation and amortization

2,037

2,122

Provision for loan losses

425

770

Net amortization of investment securities premiums

251

357

Decrease (increase) in accrued interest receivable

33

(1,067
)
Increase in accrued interest payable

1,084

243

Mortgage loans originated for sale

(14,929
)
(25,244
)
Proceeds from sales of loans originated for sale

12,744

26,272

Decrease in other assets

1,730

724

(Increase) decrease in deferred tax expense

(2,172
)
398

Increase in other liabilities

1,148

1,471

Net Cash Provided by Operating Activities

19,747

21,487

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturities of investment securities held to maturity

4,823

11,307

Proceeds from maturities of investment securities available for sale

12,644

12,471

Proceeds from sales of investment securities available for sale

—

6,477

Purchase of investment securities available for sale

(32,079
)
(27,746
)
Purchase of equity securities

(500
)
—

Redemption of restricted investment in bank stocks

431

244

Net decrease (increase) in loans

13,667

(29,843
)
Purchase of bank-owned life insurance

(1,500
)
(500
)
Insurance book- acquisition

(640
)
(600
)
Capital expenditures

(605
)
(904
)
Proceeds from sales of premises and equipment

33

—

Proceeds from sales of foreclosed real estate

290

607

Net Cash Used in Investing Activities

(3,436
)
(28,487
)
CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in demand deposits

20,200

12,976

Net increase in time certificates of deposits and interest bearing deposits

49,318

35,775

Net increase in short-term borrowings

6,861

1,617

Proceeds from long-term borrowings

7,000

9,716

Repayments on long-term borrowings

(18,448
)
(19,591
)
Dividends paid

(5,151
)
(4,642
)
Common stock issued

719

404

Net Cash Provided by Financing Activities

60,499

36,255

Net Increase in Cash and Cash Equivalents

76,810

29,255

CASH AND CASH EQUIVALENTS — BEGINNING

40,905

34,441

CASH AND CASH EQUIVALENTS — ENDING

$
117,715

$
63,696

Supplemental disclosures of cash flow information

Interest paid

$
6,273

$
5,092

Income taxes paid

$
3,400

$
3,150

Loans transferred to foreclosed assets held for resale and other foreclosed transactions

$
48

$
235

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

	Three Months Ended March 31,
Dollars in thousands	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,223	)	$	5,864
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of loans originated for sale		(318	)		(73	)
Loss (Gain) on sales of foreclosed assets held for resale, including writedowns		13			(66	)
Earnings on investment in bank-owned life insurance		(347	)		(264	)
Loss (gain) on equity securities		475			(33	)
Restricted stock compensation expense		262			126
Depreciation and amortization		959			678
Provision for loan losses		4,000			150
Net amortization of investment securities premiums		125			93
Increase in accrued interest receivable		(91	)		(502	)
(Decrease) increase in accrued interest payable		(153	)		250
Mortgage loans originated for sale		(14,302	)		(3,704	)
Proceeds from sales of loans originated for sale		16,290			3,885
Decrease (increase) in other assets		943			(660	)
(Increase) decrease in deferred tax expense		(221	)		110
Increase in other liabilities		2,004			968
Net Cash Provided by Operating Activities		8,416			6,822
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities held to maturity		1,144			1,193
Proceeds from maturities of investment securities available for sale		6,087			2,121
Purchase of investment securities available for sale		(42,404	)		—
Purchase of equity securities		—			(500	)
Redemption (purchase) of restricted investment in bank stocks		1,084			(46	)
Net (increase) decrease in loans		(5,622	)		988
Purchase of bank-owned life insurance		(400	)		(1,500	)
Bank acquisition, net of cash acquired		35,262			—
Insurance book- acquisition		—			(50	)
Capital expenditures		(406	)		(161	)
Proceeds from sales of foreclosed real estate		135			221
Net Cash (Used in) Provided by Investing Activities		(5,120	)		2,266
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits		16,054			17,957
Net increase in time certificates of deposits and interest bearing deposits		8,985			1,009
Net decrease in short-term borrowings		(7,331	)		(4,889	)
Proceeds from long-term borrowings		—			7,000
Repayments on long-term borrowings		(4,023	)		(8,109	)
Dividends paid		(2,167	)		(1,621	)
Common stock issued		—			13
Net Cash Provided by Financing Activities		11,518			11,360
Net Increase in Cash and Cash Equivalents		14,814			20,448
CASH AND CASH EQUIVALENTS — BEGINNING		114,356			40,905
CASH AND CASH EQUIVALENTS — ENDING	$	129,170		$	61,353
Supplemental disclosures of cash flow information
Interest paid	$	3,607		$	1,970
Income taxes paid	$	—		$	—
Loans transferred to foreclosed assets held for resale and other foreclosed transactions	$	118		$	48
Transactions related to acquisition
Increase in assets and liabilities:
Securities	$	22,167		$	—
Loans		333,967			—
Premises and equipment		11,682			—
Investment in bank-owned life insurance		10,896			—
Restricted investments in bank stocks		1,141			—
Foreclosed assets held for resale		464			—
Goodwill		22,120			—
Core deposit intangible assets		3,572			—
Other assets		2,970			—
Noninterest bearing deposits		103,492			—
Interest bearing deposits		270,566			—
Trust preferred debentures		6,000			—
Long term borrowings		3,450			—
Other liabilities		2,824			—
Common shares issued		57,909			—

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

ACNB CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Basis of Presentation and Nature of Operations

ACNB Corporation (the Corporation or ACNB), headquartered in Gettysburg, Pennsylvania, provides banking, insurance, and financial services to businesses and consumers through its wholly-owned subsidiaries, ACNB Bank (Bank) and Russell Insurance Group, Inc. (RIG). The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its ~~twenty-two~~twenty-one community banking office locations in Adams, Cumberland, Franklin and York Counties, Pennsylvania. There are also loan production offices situated in Lancaster and York, Pennsylvania, and Hunt Valley, Maryland.

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

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

On ~~July 2 and 3, 2019, the Corporation filed Forms 8-K with the Securities and Exchange Commission announcing the execution~~January 11, 2020, ACNB completed its acquisition of ~~a definitive agreement whereby~~ Frederick County Bancorp, Inc. (FCBI), and its wholly-owned subsidiary, Frederick County Bank, headquartered in Frederick, ~~Maryland, will be~~Maryland. FCBI was merged with and into ana wholly-owned subsidiary of ACNB ~~acquisition subsidiary and, as soon as possible thereafter,~~Corporation immediately followed by the merger of Frederick County Bank ~~FCBI’s wholly-owned subsidiary, will merge~~ with and into ACNB Bank. ~~With the consummation of the acquisition,~~ ACNB Bank ~~will operate former Frederick County Bank locations~~now operates in the Frederick County, Maryland, market as “FCB Bank, A Division of ACNB Bank”~~. One director from FCBI will join the boards~~ and serves its marketplace with banking and wealth management services via a network of directors of ACNB and ACNB Bank, respectively. Based on the financial results as of March 31, 2019, the combined company would have pro forma total assets of $2.2 billion, total deposits of $1.8 billion, and total loans of $1.7 billion. The transaction has been unanimously approved by the boards of directors of both companies. It is subject to FCBI stockholder approval of the transaction, ACNB shareholder approval of the issuance of ACNB common stock for the transaction, regulatory approvals, and other customary closing conditions. Currently, the transaction is expected to closefive community banking offices located in the first quarter of 2020, after all such conditions are met. Approximately 1,600,596 shares of ACNB common stock are currently expected to be issued in connection with the FCBI acquisition at closing.Frederick County, Maryland. Further discussion of the ~~risk factors involved with the merger of~~ FCBI ~~into the Corporation~~acquisition can be found in ~~Part II, Item 1A - Risk Factors.~~

Note 2 of these Notes to Consolidated Financial Statements.

The Corporation’s primary sources of revenue are interest income on loans and investment securities and fee income on its products and services. Expenses consist of interest expense on deposits and borrowed funds, provisions for loan losses, and other operating expenses.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly ACNB Corporation’s financial position and the results of operations, comprehensive income, changes in stockholders’ equity, and cash flows. All such adjustments are of a normal recurring nature.

The accounting policies followed by the Corporation are set forth in Note A to the Corporation’s consolidated financial statements in the ~~2018~~2019 ACNB Corporation Annual Report on Form 10-K, filed with the SEC on March ~~8, 2019.~~6, 2020. It is suggested that the consolidated financial statements contained herein be read in conjunction with the consolidated financial statements and notes included in the Corporation’s Annual Report on Form 10-K. The results of operations for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2019,~~March 31, 2020, are not necessarily indicative of the results to be expected for the full year.

~~The Corporation early adopted ASU 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment.~~ The ASU eliminates Step 2 of the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill

impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized. An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, the ASU eliminates the requirement to perform a qualitative assessment for any reporting unit with a zero or negative carrying amount. Therefore, the same one-step impairment assessment will apply to all reporting units. However, for a reporting unit with a zero or negative carrying amount, the ASU adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included. The amendments in this ASU were early adopted in the 2018 fiscal year and did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

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

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

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

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

The Corporation has evaluated events and transactions occurring subsequent to the balance sheet date of ~~September 30, 2019,~~March 31, 2020, for items that should potentially be recognized or disclosed in the consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

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

2. Acquisition of Frederick County Bancorp, Inc.

2.On January 11, 2020, ACNB completed its previously announced acquisition of Frederick County Bancorp, Inc. (FCBI) of Frederick, Maryland. FCBI was a locally owned and managed institution with five locations in Frederick County Maryland. The acquisition positioned ACNB Corporation for strong and profitable growth in a desirable market that is adjacent to the Corporation’s current footprint in southcentral Pennsylvania and central Maryland. ACNB transacted the merger to complement the Corporation’s existing operations, while consistent with the Corporation’s strategic plan of enhancing long-term shareholder value. The fair value of total assets acquired as a result of the merger totaled $444.4 million, loans totaled $329.9 million and deposits totaled $374.1 million.

Goodwill recorded in the merger was $22.1 million. In accordance with the terms of the Reorganization Agreement, each share of FCBI common stock was converted into the right to receive 0.9900 share of ACNB common stock. As a result of the merger, ACNB issued 1,590,547 shares of its common stock and cash in exchange for fractional shares based upon $36.43, the determined market price of ACNB common stock in accordance with the Reorganization Agreement. The results of the combined entity’s operations are included in the Corporation’s Consolidated Financial Statements from the date of acquisition.

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

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

Purchase Price Consideration in Common Stock

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

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

Fair Value of Assets Acquired
Cash and cash equivalents		35,262
Investment securities		22,167
Loans held for sale		4,050
Loans		329,917
Restricted stock		1,141
Premises and equipment		11,682
Core deposit intangible asset		3,572
Other assets		14,330
Total assets		422,121

Fair Value of Liabilities Assumed
Non-interest bearing deposits		103,492
Interest bearing deposits		270,566
Subordinated debt		6,000
Long term borrowings		3,450
Other liabilities		2,824
Total liabilities		386,332

Net Assets Acquired				35,789
Goodwill Recorded in Acquisition			$	22,120

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

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

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

Investment securities available-for-sale

The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities, U.S. government agencies and municipal bonds, were determined using Level 2 inputs in the fair value hierarchy. The fair values were determined using independent pricing services. The Corporation’s independent pricing service utilized matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather relying on the security’s relationship to other benchmark quoted prices. Management reviewed the data and assumptions used in pricing the securities. A fair value premium of $163,000 was recorded and will be amortized over the estimated life of the investments using the interest rate method.

Loans

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 life time 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 acquired loans were recorded at fair value at the acquisition date without carryover of FCBI’s previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $339,577,000. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired. The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Corporation’s expectations of future cash flows for each respective loan.

In thousands
Gross amortized cost basis at January 11, 2020	$	339,577
Interest rate fair value adjustment on pools of homogeneous loans		(2,632	)
Credit fair value adjustment on pools of homogeneous loans		(5,326	)
Credit fair value adjustment on purchased credit impaired loans		(1,702	)
Fair value of acquired loans at January 11, 2020	$	329,917

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

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

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

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

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

Core Deposit Intangible

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

Time Deposits

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

Long-term Borrowings

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

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

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

Acquisition-related expenses associated with the acquisition of FCBI were $6.0 million for the three months ended March 31, 2020. Such costs include legal and accounting fees, lease and contract termination expenses, system conversion, operations integration, and employee severances, which have been expensed as incurred.

3. Earnings Per Share and Restricted Stock

The Corporation has a simple capital structure. Basic earnings per share of common stock is computed based on ~~7,056,854~~8,477,642 and ~~7,033,437~~7,046,671 weighted average shares of common stock outstanding for the ~~nine months ended September 30, 2019 and 2018, respectively, and 7,069,096 and 7,038,768 for the~~ three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ 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, 2019,~~March 31, 2020, 25,945 shares were issued under this plan, of which ~~23,725~~23,730 were fully vested noand 2,215 shares vested during the ~~quarter, and the remaining 2,220 will vest over the next year.~~quarter. 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, ~~stockholders~~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, 2019,~~March 31, 2020, 16,115 shares were issued under this plan, of which 5,372 were fully vested, 5,372 vested during the quarter, and the remaining ~~10,743~~5,371 will vest over the next ~~two years.~~year. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2018 Omnibus Stock Incentive Plan was filed with the Securities and Exchange Commission on March 8, 2019. In addition, on March 8, 2019, the Corporation filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan to add the ACNB Corporation 2018 Omnibus Stock Incentive Plan to the registration statement.

Plan expense is recognized over the vesting period of the stock issued under both plans. ~~$33,000~~$262,000 and ~~$42,000~~$126,000 of compensation expenses related to the grants were recognized during the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively. $355,000 and $159,000 of compensation expenses related to the grants were recognized during the nine months ended September 30, 2019 and 2018,~~ respectively.

3.4. 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~~March 31 were as follows:

	Three Months Ended March 31,
In thousands	2020			2019
Service cost	$	188		$	174
Interest cost		270			303
Expected return on plan assets		(687	)		(637	)
Amortization of net loss		169			212

Net Periodic Benefit Expense	$	(60	)	$	52

Three Months Ended September 30,

Nine Months Ended September 30

In thousands

2019

2018

2019

2018

Service cost

$
174

$
215

$
522

$
645

Interest cost

303

274

909

822

Expected return on plan assets

(637
)
(693
)
(1,911
)
(2,077
)
Amortization of net loss

212

129

637

386

Net Periodic Benefit Expense

$
52

$
(75
)
$
157

$
(224
)

The Corporation previously disclosed in its consolidated financial statements for the year ended December 31, ~~2018,~~2019, that it had not yet determined the amount the Bank planned on contributing to the defined benefit plan in ~~2019.~~2020. As of ~~September 30, 2019,~~March 31, 2020, this contribution amount had still not been determined. Effective April 1, 2012, no inactive or former participant in the plan is eligible to again participate in the plan, and no employee hired after March 31, 2012, is eligible to participate in the plan. As of the last annual census, ACNB Bank had a combined ~~353~~348 active, vested, terminated and retired persons in the plan.

4.12

5. Guarantees

The Corporation does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are written conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Corporation generally holds collateral and/or personal guarantees supporting these commitments. The Corporation had ~~$6,905,000~~$12,213,000 in standby letters of credit as of ~~September 30, 2019.~~March 31, 2020. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The current amount of the liability, as of ~~September 30, 2019,~~March 31, 2020, for guarantees under standby letters of credit issued is not material.

5. 6. Accumulated Other Comprehensive Loss

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

In thousands	Unrealized Gains (Losses) on Securities			Pension Liability			Accumulated Other Comprehensive Loss
BALANCE — MARCH 31, 2020	$	4,463		$	(6,983	)	$	(2,520	)
BALANCE— DECEMBER 31, 2019	$	1,261		$	(7,114	)	$	(5,853	)
BALANCE — MARCH 31, 2019	$	(541	)	$	(7,402	)	$	(7,943	)

In thousands

Unrealized Gains (Losses) on
Securities

Pension
Liability

Accumulated Other
Comprehensive
Loss

BALANCE — SEPTEMBER 30, 2019

$
1,263

$
(7,073
)
$
(5,810
)
BALANCE — DECEMBER 31, 2018

$
(1,651
)
$
(7,566
)
$
(9,217
)
BALANCE — SEPTEMBER 30, 2018

$
(3,199
)
$
(5,836
)
$
(9,035
)

6.7. Segment Reporting

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

~~Segment information for the nine month periods ended September 30, 2019 and 2018, is as follows:~~

In thousands

Banking

Insurance

Total

2019

Net interest income and other income from external customers

$
53,849

$
4,532

$
58,381

Income before income taxes

21,705

1,331

23,036

Total assets

1,723,292

12,557

1,735,849

Capital expenditures

598

7

605

2018

Net interest income and other income from external customers

$
50,015

$
4,205

$
54,220

Income before income taxes

19,146

1,211

20,357

Total assets

1,635,033

12,766

1,647,799

Capital expenditures

847

57

904

Segment information for the three month periods ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ is as follows:

In thousands	Banking		Insurance		Total		Banking			Insurance		Total
2020
Net interest income and other income from external customers							$	20,186		$	1,435	$	21,621
(Loss) Income before income taxes								(2,001	)		165		(1,836	)
Total assets								2,167,427			12,638		2,180,065
Capital expenditures								406			—		406

2019
Net interest income and other income from external customers	$	18,687	$	1,299	$	19,986	$	17,286		$	1,319	$	18,605
Income before income taxes	7,390		472		7,862			6,945			249		7,194
Total assets	1,723,292		12,557		1,735,849			1,658,919			12,240		1,671,159
Capital expenditures	323		7		330			161			—		161

2018
Net interest income and other income from external customers	$	17,235	$	1,303	$	18,538
Income before income taxes	7,115		367		7,482
Total assets	1,635,033		12,766		1,647,799
Capital expenditures	233		16		249

Customer renewal lists are amortized over their estimated useful lives which range from eight to fifteen years. Core deposit intangible assets are primarily amortized over 10 years using accelerated methods. Goodwill is not amortized, but rather is analyzed annually for impairment. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Tax amortization of goodwill and the intangible assets is deductible for tax purposes. Tax amortization of the goodwill associated with the New Windsor ~~acquisition~~and FCBI acquisitions is not deductible for federal income tax purposes.

7.13

8. Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Debt securities not classified as held to maturity or trading are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported, net of tax, in other comprehensive income (loss). ~~As of January 1, 2018, equity~~Equity securities with readily determinable fair values are recorded at fair value with changes in fair value recognized in net income. ~~Prior to 2018, fair value changes were reported, net of tax, in other comprehensive income (loss).~~

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

Amortized cost and fair value of securities at ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, were as follows:

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

SECURITIES AVAILABLE FOR SALE

MARCH 31, 2020
U.S. Government and agencies	$	128,399	$	2,614	$	89	$	130,924
Mortgage-backed securities, residential		93,329		3,404		69		96,664
State and municipal		23,838		99		216		23,721
Corporate bonds		1,744		9		14		1,739
	$	247,310	$	6,126	$	388	$	253,048

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

SECURITIES HELD TO MATURITY

MARCH 31, 2020
U.S. Government and agencies	$	4,000	$	20	$	—	$	4,020
Mortgage-backed securities, residential		14,090		455		—		14,545
	$	18,090	$	475	$	—	$	18,565
DECEMBER 31, 2019
U.S. Government and agencies	$	4,000	$	8	$	—	$	4,008
Mortgage-backed securities, residential		15,234		76		37		15,273
	$	19,234	$	84	$	37	$	19,281

In thousands

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

SECURITIES AVAILABLE FOR SALE

SEPTEMBER 30, 2019

U.S. Government and agencies

$
115,656

$
874

$
261

$
116,269

Mortgage-backed securities, residential

59,770

1,016

67

60,719

State and municipal

7,620

72

2

7,690

$
183,046

$
1,962

$
330

$
184,678

DECEMBER 31, 2018

U.S. Government and agencies

$
120,420

$
142

$
2,149

$
118,413

Mortgage-backed securities, residential

33,960

194

343

33,811

State and municipal

9,482

60

36

9,506

$
163,862

$
396

$
2,528

$
161,730

SECURITIES HELD TO MATURITY

SEPTEMBER 30, 2019

U.S. Government and agencies

$
6,000

$
7

$
4

$
6,003

Mortgage-backed securities, residential

16,443

80

8

16,515

$
22,443

$
87

$
12

$
22,518

DECEMBER 31, 2018

U.S. Government and agencies

$
7,000

$
—

$
69

$
6,931

Mortgage-backed securities, residential

20,266

4

290

19,980

$
27,266

$
4

$
359

$
26,911

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

In thousands	Fair Value at January 1, 2020		Unrealized Gains		Unrealized Losses		Fair Value at March 31, 2020
MARCH 31, 2020
CRA Mutual Fund	$	1,045	$	16	$	—	$	1,061
Stock in other banks		1,318		—		491		827
	$	2,363	$	16	$	491	$	1,888

In thousands	Fair Value at January 1, 2019		Unrealized Gains		Unrealized Losses		Fair Value at September 30, 2019		Fair Value at January 1, 2019		Unrealized Gains		Unrealized Losses		Fair Value at March 31, 2019
SEPTEMBER 30, 2019
MARCH 31, 2019
CRA Mutual Fund	$	1,012	$	38	$	—	$	1,050	$	1,012	$	16	$	—	$	1,028
Stock in other banks	827		155		—		982			827		37		20		844
	$	1,839	$	193	$	—	$	2,032	$	1,839	$	53	$	20	$	1,872

In thousands	Fair Value at January 1, 2018		Unrealized Gains		Unrealized Losses		Fair Value at September 30, 2018		Fair Value at January 1, 2019		Unrealized Gains		Unrealized Losses		Fair Value at December 31, 2019
SEPTEMBER 30, 2018
DECEMBER 31, 2019
CRA Mutual Fund	$	1,044	$	—	$	31	$	1,013	$	1,012	$	33	$	—	$	1,045
Stock in other banks	749		31		50		730			827		234		—		1,061
	$	1,793	$	31	$	81	$	1,743	$	1,839	$	267	$	—	$	2,106

1215

In thousands

Fair Value at
January 1, 2018

Unrealized
Gains

Unrealized
Losses

Fair Value at
December 31, 2018

DECEMBER 31, 2018

CRA Mutual Fund

$
1,044

$
—

$
32

$
1,012

Stock in other banks

749

247

169

827

$
1,793

$
247

$
201

$
1,839

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, 2019,~~March 31, 2020, and December 31, ~~2018:~~2019:

Less than 12 Months

12 Months or More

Total

In thousands

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

SECURITIES AVAILABLE FOR SALE

SEPTEMBER 30, 2019

U.S. Government and agencies

$
—

$
—

$
58,405

$
261

$
58,405

$
261

Mortgage-backed securities, residential

7,567

66

667

1

8,234

67

State and municipal

—

—

866

2

866

2

$
7,567

$
66

$
59,938

$
264

$
67,505

$
330

DECEMBER 31, 2018

U.S. Government and agencies

$
1,997

$
5

$
87,216

$
2,144

$
89,213

$
2,149

Mortgage-backed securities, residential

9,410

134

8,586

209

17,996

343

State and municipal

—

—

2,696

36

2,696

36

$
11,407

$
139

$
98,498

$
2,389

$
109,905

$
2,528

SECURITIES HELD TO MATURITY

SEPTEMBER 30, 2019

U.S. Government and agencies

$
—

$
—

$
2,996

$
4

$
2,996

$
4

Mortgage-backed securities, residential

1,177

2

3,425

6

4,602

8

$
1,177

$
2

$
6,421

$
10

$
7,598

$
12

DECEMBER 31, 2018

U.S. Government and agencies

$
2,975

$
25

$
3,956

$
44

$
6,931

$
69

Mortgage-backed securities, residential

5,408

59

12,636

231

18,044

290

$
8,383

$
84

$
16,592

$
275

$
24,975

$
359

	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

MARCH 31, 2020
U.S. Government and agencies	$	8,203	$	89	$	—	$	—	$	8,203	$	89
Mortgage-backed securities, residential		2,009		69		—		—		2,009		69
State and municipal		12,193		215		501		1		12,694		216
Corporate bond		1,010		14		—		—		1,010		14
	$	23,415	$	387	$	501	$	1	$	23,916		$388

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

SECURITIES HELD TO MATURITY

MARCH 31, 2020
U.S. Government and agencies	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities, residential		—		—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—	$	—

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

All mortgage-backed security investments are government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA) or Federal Home Loan Mortgage Corporation (FHLMC), which guarantee the timely payment of principal on these investments.

At ~~September 30, 2019, thirty-one~~March 31, 2020, four available for sale U.S. Government and agency securities had unrealized losses that individually did not exceed 1%3% of amortized cost. ~~All~~None of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At ~~September 30, 2019, six~~March 31, 2020, eight available for sale residential mortgage-backed securities had unrealized losses that individually did not exceed 2%10% of amortized cost. ~~Two~~None of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At ~~September 30, 2019, three~~March 31, 2020, twenty-three available for sale state and municipal securities had unrealized losses that individually did not exceed 1%8% of amortized cost. ~~All~~One of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At ~~September 30, 2019, two held to maturity U.S. Government and agency securities~~March 31, 2020, one corporate bond had an unrealized ~~losses~~loss that ~~individually~~ did not exceed 1%2% of amortized cost. ~~All of these securities have~~This security has not been in a continuous loss position for 12 months or more. ~~These~~This unrealized ~~losses relate~~loss relates principally to changes in interest rates subsequent to the acquisition of the specific ~~securities.~~

At September 30, 2019, eleven held to maturity residential mortgage-backed securities had unrealized losses that individually did not exceed 1% of amortized cost. Eight of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

security.

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

The fair values of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2) which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses independent service providers to provide matrix pricing.

Management routinely sells securities from its available for sale portfolio in an effort to manage and allocate the portfolio. At ~~September 30, 2019,~~March 31, 2020, management had not identified any securities with an unrealized loss that it intends to sell or will be required to sell. In estimating other-than-temporary impairment losses on debt securities, management considers (1) whether management intends to sell the security, or (2) if it is more likely than not that management will be required to sell the security before recovery, or (3) if management does not expect to recover the entire amortized cost basis. In assessing potential other-than-temporary impairment for equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses.

Amortized cost and fair value at ~~September 30, 2019,~~March 31, 2020, by contractual maturity, where applicable, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay with or without penalties.

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

1 year or less	$	31,653	$	31,899	$	4,000	$	4,020
Over 1 year through 5 years		87,814		90,199		—		—
Over 5 years through 10 years		15,724		15,644		—		—
Over 10 years		18,790		18,642		—		—
Mortgage-backed securities, residential		93,329		96,664		14,090		14,545
	$	247,310	$	253,048	$	18,090	$	18,565

Available for Sale

Held to Maturity

In thousands

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

1 year or less

$
18,183

$
18,187

$
4,000

$
3,997

Over 1 year through 5 years

104,894

105,569

2,000

2,006

Over 5 years through 10 years

199

203

—

—

Over 10 years

—

—

—

—

Mortgage-backed securities, residential

59,770

60,719

16,443

16,515

$
183,046

$
184,678

$
22,443

$
22,518

The Corporation did not sell any securities available for sale during the first ~~nine months~~quarters of 2020 or 2019. ~~The Corporation realized $31,000 and $44,000 gross gains on sales of securities available for sale during the three and nine month periods ended September 30, 2018.~~

At ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, securities with a carrying value of ~~$174,308,000~~$176,881,000 and ~~$165,792,000,~~$162,946,000, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements, and for other purposes.

8.9. Loans

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

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

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

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

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

Allowance for Credit Losses

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

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

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

based upon historical loss rates for the previous twelve quarters for each of these categories of loans, adjusted for qualitative risk factors. These qualitative risk factors include:

•

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

•

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

•

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

•

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

•

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

•

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

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

The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. It covers risks that are inherently difficult to quantify including, but not limited to, collateral risk, information risk, and historical charge-off risk.

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

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

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

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

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

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

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

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

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

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

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

Commercial and Industrial Lending — The Corporation originates commercial and industrial loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory, and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and may be renewed annually.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum values have been established by the Corporation and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals, etc.

In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Corporation’s analysis.

Commercial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.

Commercial Real Estate Lending — The Corporation engages in commercial real estate lending in its primary market area and surrounding areas. The Corporation’s commercial loan portfolio is secured primarily by commercial retail space, office buildings, and hotels. Generally, commercial real estate loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property, and are typically secured by personal guarantees of the borrowers.

In underwriting these loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Corporation are performed by independent appraisers.

Commercial real estate loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral.

Commercial Real Estate Construction Lending — The Corporation engages in commercial real estate construction lending in its primary market area and surrounding areas. The Corporation’s commercial real estate construction lending consists of commercial and residential site development loans, as well as commercial building construction and residential housing construction loans.

The Corporation’s commercial real estate construction loans are generally secured with the subject property. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates, estimated time to complete, etc.

In underwriting commercial real estate construction loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate construction loans originated by the Corporation are performed by independent appraisers.

Commercial real estate construction loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the uncertainties surrounding total construction costs.

Residential Mortgage Lending — One-to-four family residential mortgage loan originations, including home equity closed-end loans, are generated by the Corporation’s marketing efforts, its present customers, walk-in customers, and referrals. These loans originate primarily within the Corporation’s market area or with customers primarily from the market area.

The Corporation offers fixed-rate and adjustable-rate mortgage loans with terms up to a maximum of 30 years for both permanent structures and those under construction. The Corporation’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. The majority of the Corporation’s residential mortgage loans originate with a loan-to-value of 80% or less. Loans in excess of 80% are required to have private mortgage insurance.

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

Residential mortgage loans are subject to risk due primarily to general economic conditions, as well as a continued weak housing market.

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

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

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

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

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

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

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

Acquired Loans

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 credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized on a prospective basis over the loan’s remaining life.

Acquired ASC 310-30 loans that met the criteria for non-accrual of interest prior to acquisition are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if wethe Corporation can reasonably estimate the timing and amount of expected cash flows on such loans. Accordingly, ~~we do~~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, 2019,~~March 31, 2020, and December 31, ~~2018:~~2019:

In thousands	Pass		Special Mention		Substandard		Doubtful		Total
MARCH 31, 2020
Originated Loans
Commercial and industrial	$	143,190	$	11,004	$	685	$	—	$	154,879
Commercial real estate		425,265		29,706		10,539		—		465,510
Commercial real estate construction		24,094		1,191		—		—		25,285
Residential mortgage		364,937		4,930		180		—		370,047
Home equity lines of credit		90,737		619		68		—		91,424
Consumer		12,726		—		—		—		12,726
Total Originated Loans		1,060,949		47,450		11,472		—		1,119,871
Acquired Loans
Commercial and industrial		50,296		2,166		1,518		—		53,980
Commercial real estate		273,838		19,206		4,861		—		297,905
Commercial real estate construction		17,216		1,697		—		—		18,913
Residential mortgage		80,513		3,603		2,273		—		86,389
Home equity lines of credit		26,729		87		363		—		27,179
Consumer		1,769		—		33		—		1,802
Total Acquired Loans		450,361		26,759		9,048		—		486,168
Total Loans
Commercial and industrial		193,486		13,170		2,203		—		208,859
Commercial real estate		699,103		48,912		15,400		—		763,415
Commercial real estate construction		41,310		2,888		—		—		44,198
Residential mortgage		445,450		8,533		2,453		—		456,436
Home equity lines of credit		117,466		706		431		—		118,603
Consumer		14,495		—		33		—		14,528
Total Loans	$	1,511,310	$	74,209	$	20,520	$	—	$	1,606,039

In thousands

Pass

Special
Mention

Substandard

Doubtful

Total

SEPTEMBER 30, 2019

Originated Loans

Commercial and industrial

$
155,471

$
3,523

$
747

$
—

$
159,741

Commercial real estate

408,218

20,971

8,577

—

437,766

Commercial real estate construction

24,575

1,076

—

—

25,651

Residential mortgage

369,472

6,463

292

—

376,227

Home equity lines of credit

93,111

598

93

—

93,802

Consumer

13,820

—

—

—

13,820

Total Originated Loans

1,064,667

32,631

9,709

—

1,107,007

Acquired Loans

Commercial and industrial

3,482

383

112

—

3,977

Commercial real estate

105,876

11,663

2,350

—

119,889

Commercial real estate construction

1,718

692

—

—

2,410

Residential mortgage

35,141

1,915

1,994

—

39,050

Home equity lines of credit

15,415

114

299

—

15,828

Consumer

124

—

—

—

124

Total Acquired Loans

161,756

14,767

4,755

—

181,278

Total Loans

Commercial and industrial

158,953

3,906

859

—

163,718

Commercial real estate

514,094

32,634

10,927

—

557,655

Commercial real estate construction

26,293

1,768

—

—

28,061

Residential mortgage

404,613

8,378

2,286

—

415,277

Home equity lines of credit

108,526

712

392

—

109,630

Consumer

13,944

—

—

—

13,944

Total Loans

$
1,226,423

$
47,398

$
14,464

$
—

$
1,288,285

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

In thousands

Pass

Special
Mention

Substandard

Doubtful

Total

DECEMBER 31, 2018

Originated Loans

Commercial and industrial

$
166,035

$
2,902

$
161

$
—

$
169,098

Commercial real estate

393,987

18,079

7,899

—

419,965

Commercial real estate construction

15,471

835

—

—

16,306

Residential mortgage

381,525

6,492

733

—

388,750

Home equity lines of credit

90,941

334

—

—

91,275

Consumer

14,174

—

—

—

14,174

Total Originated Loans

1,062,133

28,642

8,793

—

1,099,568

Acquired Loans

Commercial and industrial

4,803

134

147

—

5,084

Commercial real estate

120,321

5,112

3,525

—

128,958

Commercial real estate construction

3,276

716

—

—

3,992

Residential mortgage

41,193

1,896

2,460

—

45,549

Home equity lines of credit

18,614

88

386

—

19,088

Consumer

226

—

—

—

226

Total Acquired Loans

188,433

7,946

6,518

—

202,897

Total Loans

Commercial and industrial

170,838

3,036

308

—

174,182

Commercial real estate

514,308

23,191

11,424

—

548,923

Commercial real estate construction

18,747

1,551

—

—

20,298

Residential mortgage

422,718

8,388

3,193

—

434,299

Home equity lines of credit

109,555

422

386

—

110,363

Consumer

14,400

—

—

—

14,400

Total Loans

$
1,250,566

$
36,588

$
15,311

$
—

$
1,302,465

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	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019
Balance at beginning of period	$	642		$	891
Acquisitions of impaired loans		354			—
Reclassification from non-accretable differences		—			—
Accretion to loan interest income		(128	)		(137	)
Balance at end of period	$	868		$	754

In thousands

Nine Months Ended
September 30, 2019

Nine Months Ended
September 30, 2018

Balance at beginning of period

$
891

$
1,234

Acquisitions of impaired loans

—

—

Reclassification from non-accretable differences

393

288

Accretion to loan interest income

(607
)
(490
)
Balance at end of period

$
677

$
1,032

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, 2019,~~March 31, 2020, and December 31, ~~2018:~~2019:

	Impaired Loans with Allowance						Impaired Loans with No Allowance
In thousands	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
MARCH 31, 2020
Commercial and industrial	$	58	$	58	$	36	$	—	$	—
Commercial real estate		1,061		1,061		42		7,296		7,296
Commercial real estate construction		—		—		—		—		—
Residential mortgage		—		—		—		101		101
Home equity lines of credit		—		—		—		68		68
	$	1,119	$	1,119	$	78	$	7,465	$	7,465

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

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, 2019

Commercial and industrial

$
72

$
72

$
48

$
—

$
—

Commercial real estate

—

—

—

6,578

6,578

Commercial real estate construction

—

—

—

—

—

Residential mortgage

—

—

—

212

212

Home equity lines of credit

—

—

—

93

93

$
72

$
72

$
48

$
6,883

$
6,883

DECEMBER 31, 2018

Commercial and industrial

$
—

$
—

$
—

$
—

$
—

Commercial real estate

—

—

—

6,763

6,763

Commercial real estate construction

—

—

—

—

—

Residential mortgage

—

—

—

537

537

Home equity lines of credit

—

—

—

—

—

$
—

$
—

$
—

$
7,300

$
7,300

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, 2019~~March 31, 2020 and ~~2018:~~2019:

	Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
MARCH 31, 2020
Commercial and industrial	$	62	$	—	$	—	$	—
Commercial real estate		530		—		7,340		70
Commercial real estate construction		—		—		—		—
Residential mortgage		—		—		136		7
Home equity lines of credit		—		—		76		—
	$	592	$	—	$	7,552	$	77

March 31, 2019
Commercial and industrial	$	—	$	—	$	—	$	—
Commercial real estate		—		—		6,708		57
Commercial real estate construction		—		—		—		—
Residential mortgage		—		—		537		—
Home equity lines of credit		—		—		—		—
	$	—	$	—	$	7,245	$	57

Impaired Loans with
Allowance

Impaired Loans with
No Allowance

In thousands

Average
Recorded
Investment

Interest
Income

Average
Recorded
Investment

Interest
Income

SEPTEMBER 30, 2019

Commercial and industrial

$
36

$
—

$
—

$
—

Commercial real estate

—

—

6,163

136

Commercial real estate construction

—

—

—

—

Residential mortgage

—

—

430

8

Home equity lines of credit

—

—

47

—

$
36

$
—

$
6,640

$
144

September 30, 2018

Commercial and industrial

$
—

$
—

$
—

$
—

Commercial real estate

—

—

7,215

36

Commercial real estate construction

—

—

—

—

Residential mortgage

—

—

317

—

Home equity lines of credit

74

—

—

—

$
74

$
—

$
7,532

$
36

~~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, 2019 and 2018:~~

Impaired Loans with
Allowance

Impaired Loans with
No Allowance

In thousands

Average
Recorded
Investment

Interest
Income

Average
Recorded
Investment

Interest
Income

SEPTEMBER 30, 2019

Commercial and industrial

$
18

$
—

$
—

$
—

Commercial real estate

—

—

6,435

454

Commercial real estate construction

—

—

—

—

Residential mortgage

—

—

484

8

Home equity lines of credit

—

—

23

—

$
18

$
—

$
6,942

$
462

September 30, 2018

Commercial and industrial

$
545

$
—

$
92

$
44

Commercial real estate

—

—

7,525

118

Commercial real estate construction

—

—

—

—

Residential mortgage

94

—

209

—

Home equity lines of credit

37

—

—

—

$
639

$
—

$
7,826

$
162

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, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, the table below excludes ~~$6.9~~$8.1 million in purchase credit impaired loans, net of unamortized fair value adjustments:

In thousands	March 31, 2020		December 31, 2019
Commercial and industrial	$	58	$	65
Commercial real estate		4,599		3,600
Commercial real estate construction		—		—
Residential mortgage		101		171
Home equity lines of credit		68		83
	$	4,826	$	3,919

In thousands

September 30, 2019

December 31, 2018

Commercial and industrial

$
72

$
—

Commercial real estate

2,769

2,880

Commercial real estate construction

—

—

Residential mortgage

212

537

Home equity lines of credit

93

—

$
3,146

$
3,417

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, 2019~~March 31, 2020 and ~~2018.~~2019. The Corporation classifies certain loans as troubled debt restructurings when credit terms to a borrower in financial difficulty are modified. The modifications may include a reduction in rate, an extension in term and/or the restructuring of scheduled principal payments. The Corporation had pre-existing nonaccruing and accruing troubled debt restructurings of ~~$4,016,000~~$3,933,000 and ~~$6,434,000~~$6,143,000 at ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and September 30, 2018,~~ 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,~~March 31, 2020 and March 31, 2019, were $175,000 and ~~September 30, 2018, were $207,000 and $2,527,000,~~$2,285,000, respectively, of troubled debt restructurings. In addition to the troubled debt restructurings included in non-accrual loans, the Corporation also has loans classified as accruing troubled debt restructurings at ~~September 30,~~March 31, 2020 and March 31, 2019, ~~and September 30, 2018,~~ which total ~~$3,809,000~~$3,758,000 and ~~$3,907,000,~~$3,858,000, respectively. As of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ 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, 2019~~March 31, 2020 and ~~2018.~~2019. One troubled debt restructured loan paid off during 2019 in the amount of $2,198,000. ~~One troubled debt restructured loan paid off during 2018 in the amount of $832,000.~~ All other troubled debt restructured loans were current as of ~~September 30,~~

~~2019,~~March 31, 2020, with respect to their associated forbearance agreement, except for one loan which has had periodic late payments. As of ~~September 30, 2019,~~March 31, 2020, there are no active forbearance agreements. All forbearance agreements have expired or the loans have paid off.

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, totaled ~~$651,000~~$778,000 and ~~$661,000,~~$822,000, respectively.

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

The following table presents the classes of the loan portfolio summarized by the past due status as of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018:~~2019:

In thousands	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans Receivable		Loans Receivable >90 Days and Accruing
MARCH 31, 2020
Originated Loans
Commercial and industrial	$	11	$	—	$	4	$	15	$	154,864	$	154,879	$	4
Commercial real estate		454		325		467		1,246		464,264		465,510		—
Commercial real estate construction		400		78		—		478		24,807		25,285		—
Residential mortgage		2,137		4		1,554		3,695		366,352		370,047		1,453
Home equity lines of credit		670		55		33		758		90,666		91,424		33
Consumer		215		42		—		257		12,469		12,726		—
Total originated loans		3,887		504		2,058		6,449		1,113,422		1,119,871		1,490
Acquired Loans
Commercial and industrial		44		67		95		206		53,774		53,980		95
Commercial real estate		1,692		364		4,155		6,211		291,694		297,905		642
Commercial real estate construction		—		41		—		41		18,872		18,913		—
Residential mortgage		446		202		720		1,368		85,021		86,389		720
Home equity lines of credit		52		—		90		142		27,037		27,179		90
Consumer		53		—		—		53		1,749		1,802		—
Total acquired loans		2,287		674		5,060		8,021		478,147		486,168		1,547
Total Loans
Commercial and industrial		55		67		99		221		208,638		208,859		99
Commercial real estate		2,146		689		4,622		7,457		755,958		763,415		642
Commercial real estate construction		400		119		—		519		43,679		44,198		—
Residential mortgage		2,583		206		2,274		5,063		451,373		456,436		2,173
Home equity lines of credit		722		55		123		900		117,703		118,603		123
Consumer		268		42		—		310		14,218		14,528		—
Total Loans	$	6,174	$	1,178	$	7,118	$	14,470	$	1,591,569	$	1,606,039	$	3,037

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, 2019

Originated Loans

Commercial and industrial

$
33

$
448

$
4

$
485

$
159,256

$
159,741

$
4

Commercial real estate

849

349

1,874

3,072

434,694

437,766

—

Commercial real estate construction

—

—

—

—

25,651

25,651

—

Residential mortgage

124

1,311

1,495

2,930

373,297

376,227

1,283

Home equity lines of credit

94

—

218

312

93,490

93,802

218

Consumer

132

25

5

162

13,658

13,820

5

Total originated loans

1,232

2,133

3,596

6,961

1,100,046

1,107,007

1,510

Acquired Loans

Commercial and industrial

—

—

—

—

3,977

3,977

—

Commercial real estate

—

—

—

—

119,889

119,889

—

Commercial real estate construction

—

93

—

93

2,317

2,410

—

Residential mortgage

64

257

126

447

38,603

39,050

126

Home equity lines of credit

343

181

95

619

15,209

15,828

95

Consumer

—

—

—

—

124

124

—

Total acquired loans

407

531

221

1,159

180,119

181,278

221

Total Loans

Commercial and industrial

33

448

4

485

163,233

163,718

4

Commercial real estate

849

349

1,874

3,072

554,583

557,655

—

Commercial real estate construction

—

93

—

93

27,968

28,061

—

Residential mortgage

188

1,568

1,621

3,377

411,900

415,277

1,409

Home equity lines of credit

437

181

313

931

108,699

109,630

313

Consumer

132

25

5

162

13,782

13,944

5

Total Loans

$
1,639

$
2,664

$
3,817

$
8,120

$
1,280,165

$
1,288,285

$
1,731

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

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, 2018

Originated Loans

Commercial and industrial

$
49

$
49

$
4

$
102

$
168,996

$
169,098

$
4

Commercial real estate

775

550

114

1,439

418,526

419,965

—

Commercial real estate construction

—

—

—

—

16,306

16,306

—

Residential mortgage

1,783

529

2,361

4,673

384,077

388,750

1,824

Home equity lines of credit

16

38

375

429

90,846

91,275

375

Consumer

36

14

—

50

14,124

14,174

—

Total originated loans

2,659

1,180

2,854

6,693

1,092,875

1,099,568

2,203

Acquired Loans

Commercial and industrial

27

—

—

27

5,057

5,084

—

Commercial real estate

64

—

851

915

128,043

128,958

851

Commercial real estate construction

343

—

77

420

3,572

3,992

77

Residential mortgage

1,235

251

907

2,393

43,156

45,549

125

Home equity lines of credit

227

—

89

316

18,772

19,088

89

Consumer

—

7

—

7

219

226

—

Total acquired loans

1,896

258

1,924

4,078

198,819

202,897

1,142

Total Loans

Commercial and industrial

76

49

4

129

174,053

174,182

4

Commercial real estate

839

550

965

2,354

546,569

548,923

851

Commercial real estate construction

343

—

77

420

19,878

20,298

77

Residential mortgage

3,018

780

3,268

7,066

427,233

434,299

1,949

Home equity lines of credit

243

38

464

745

109,618

110,363

464

Consumer

36

21

—

57

14,343

14,400

—

Total Loans

$
4,555

$
1,438

$
4,778

$
10,771

$
1,291,694

$
1,302,465

$
3,345

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 MARCH 31, 2020
Allowance for Loan Losses
Beginning balance - January 1, 2020	$	2,400		$	6,693	$	298		$	2,555		$	619		$	650		$	620		$	13,835
Charge-offs		(2,017	)		—		—			—			—			(51	)		—			(2,068	)
Recoveries		70			6		—			—			—			9			—			85
Provisions		2,193			812		(67	)		146			(14	)		15			915			4,000
Ending balance - March 31, 2020	$	2,646		$	7,511	$	231		$	2,701		$	605		$	623		$	1,535		$	15,852
Ending balance: individually evaluated for impairment	$	36		$	42	$	—		$	—		$	—		$	—		$	—		$	78
Ending balance: collectively evaluated for impairment	$	2,610		$	7,469	$	231		$	2,701		$	605		$	623		$	1,535		$	15,774

Loans Receivable
Ending balance	$	208,859		$	763,415	$	44,198		$	456,436		$	118,603		$	14,528		$	—		$	1,606,039
Ending balance: individually evaluated for impairment	$	58		$	8,357	$	—		$	101		$	68		$	—		$	—		$	8,584
Ending balance: collectively evaluated for impairment	$	208,801		$	755,058	$	44,198		$	456,335		$	118,535		$	14,528		$	—		$	1,597,455

AS OF AND FOR THE PERIOD ENDED MARCH 31, 2019
Allowance for Loan Losses
Beginning balance - January 1, 2019	$	2,597		$	6,208	$	203		$	2,814		$	611		$	692		$	839		$	13,964
Charge-offs		(31	)		—		—			(6	)		(51	)		(44	)		—			(132	)
Recoveries		14			—		—			1			—			23			—			38
Provisions		40			70		38			(72	)		56			26			(8	)		150
Ending balance - March 31, 2019	$	2,620		$	6,278	$	241		$	2,737		$	616		$	697		$	831		$	14,020
Ending balance: individually evaluated for impairment	$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	—
Ending balance: collectively evaluated for impairment	$	2,620		$	6,278	$	241		$	2,737		$	616		$	697		$	831		$	14,020

Loans Receivable
Ending balance	$	175,309		$	544,273	$	29,726		$	426,426		$	111,333		$	14,268		$	—		$	1,301,335
Ending balance: individually evaluated for impairment	$	—		$	6,654	$	—		$	537		$	—		$	—		$	—		$	7,191
Ending balance: collectively evaluated for impairment	$	175,309		$	537,619	$	29,726		$	425,889		$	111,333		$	14,268		$	—		$	1,294,144

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, 2019

Allowance for Loan Losses

Beginning balance - July 1, 2019

$
2,462

$
6,412

$
262

$
2,746

$
625

$
688

$
862

$
14,057

Charge-offs

(28
)
—

—

(36
)
(174
)
(61
)
—

(299
)
Recoveries

4

5

—

—

—

7

—

16

Provisions

88

(4
)
89

(69
)
159

20

(133
)
150

Ending balance - September 30, 2019

$
2,526

$
6,413

$
351

$
2,641

$
610

$
654

$
729

$
13,924

Beginning balance - January 1, 2019

$
2,597

$
6,208

$
203

$
2,814

$
611

$
692

$
839

$
13,964

Charge-offs

(130
)
—

—

(42
)
(225
)
(168
)
—

(565
)
Recoveries

25

5

—

1

8

61

—

100

Provisions

34

200

148

(132
)
216

69

(110
)
425

Ending balance - September 30, 2019

$
2,526

$
6,413

$
351

$
2,641

$
610

$
654

$
729

$
13,924

Ending balance: individually evaluated for impairment

$
48

$
—

$
—

$
—

$
—

$
—

$
—

$
48

Ending balance: collectively evaluated for impairment

$
2,478

$
6,413

$
351

$
2,641

$
610

$
654

$
729

$
13,876

Loans Receivable

Ending balance

$
163,718

$
557,655

$
28,061

$
415,277

$
109,630

$
13,944

$
—

$
1,288,285

Ending balance: individually evaluated for impairment

$
72

$
6,578

$
—

$
212

$
93

$
—

$
—

$
6,955

Ending balance: collectively evaluated for impairment

$
163,646

$
551,077

$
28,061

$
415,065

$
109,537

$
13,944

$
—

$
1,281,330

AS OF AND FOR THE PERIOD ENDED SEPTEMBER 30, 2018

Allowance for Loan Losses

Beginning Balance - July 1, 2018

$
2,433

$
5,721

$
146

$
2,840

$
564

$
673

$
766

$
13,143

Charge-offs

(33
)
—

—

—

—

(29
)
—

(62
)
Recoveries

22

—

103

8

—

—

—

133

Provisions

185

123

(50
)
(95
)
131

(9
)
(85
)
200

Ending balance - September 30, 2018

$
2,607

$
5,844

$
199

$
2,753

$
695

$
635

$
681

$
13,414

Beginning Balance - January 1, 2018

$
3,219

$
5,228

$
126

$
3,226

$
612

$
749

$
816

$
13,976

Charge-offs

(911
)
(33
)
—

(489
)
—

(66
)
—

(1,499
)
Recoveries

33

—

103

30

—

1

—

167

Provisions

266

649

(30
)
(14
)
83

(49
)
(135
)
770

Ending balance - September 30, 2018

$
2,607

$
5,844

$
199

$
2,753

$
695

$
635

$
681

$
13,414

Ending balance: individually evaluated for impairment

$
—

$
—

$
—

$
—

$
148

$
—

$
—

$
148

Ending balance: collectively evaluated for impairment

$
2,607

$
5,844

$
199

$
2,753

$
547

$
635

$
681

$
13,266

Loans Receivable

Ending balance

$
176,073

$
522,834

$
18,720

$
433,535

$
106,679

$
14,605

$
—

$
1,272,446

Ending balance: individually evaluated for impairment

$
—

$
7,188

$
—

$
533

$
148

$
—

$
—

$
7,869

Ending balance: collectively evaluated for impairment

$
176,073

$
515,646

$
18,720

$
433,002

$
106,531

$
14,605

$
—

$
1,264,577

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

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

26Loan Portfolio - COVID-19

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

The following table provides information with respect to the Corporation’s Commercial loans by industry at March 31, 2020 that may have suffered, or are expected to suffer, greater losses as a result of COVID-19.

Type of Loans	Number of Loans		Balance		Percentage of Total Loan Portfolio		Percentage of Tier 1 Capital
Lessors of Commercial Real Estate		36	$	26,538,223		1.65%		10.74%
Hospitality Industry (Hotels/Bed & Breakfast)		20		35,882,974		2.23		14.53
Food Services Industry		34		15,517,902		0.97		6.28
Other		126		54,959,739		3.42		22.25
		216	$	132,898,838		8.27%		53.80%

Paycheck Protection Program

An eligible business can apply for a PPP loan up to the greater of: (1) 2.5 times its average monthly payroll costs, or (2) $10.0 million. PPP loans will have: (a) an interest rate of 1.0%, (b) a two-year loan term to maturity; and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrowers’ PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP, so long as employee and compensation levels of the business are maintained and 75% of the loan proceeds are used for payroll expenses, with the remaining 25% of the loan proceeds used for other qualifying expenses.

As of April 16, 2020, the Corporation had received approximately 822 applications for up to $119,000,000 of loans under the PPP. Projected fee income will be approximately $4.5 million, before costs, recognized in future quarters.

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, 2018

Allowance for Loan Losses

Ending balance

$
2,597

$
6,208

$
203

$
2,814

$
611

$
692

$
839

$
13,964

Ending balance: individually evaluated for impairment

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

Ending balance: collectively evaluated for impairment

$
2,597

$
6,208

$
203

$
2,814

$
611

$
692

$
839

$
13,964

Loans Receivable

Ending balance

$
174,182

$
548,923

$
20,298

$
434,299

$
110,363

$
14,400

$
—

$
1,302,465

Ending balance: individually evaluated for impairment

$
—

$
6,763

$
—

$
537

$
—

$
—

$
—

$
7,300

Ending balance: collectively evaluated for impairment

$
174,182

$
542,160

$
20,298

$
433,762

$
110,363

$
14,400

$
—

$
1,295,165

9.Loan Modifications/Troubled Debt Restructurings

In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (the agencies), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors” (ASC 310-40), a restructuring of debt constitutes a troubled debt restructuring (TDR) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. The Corporation has received significant numbers of requests to modify loan terms and/or defer principal and/or interest payments, and has agreed to such deferrals or are in the process of doing so.

Beginning the week of March 16, 2020, the Corporation began receiving requests for temporary modifications to the repayment structure for borrower loans. The modifications are grouped into deferred payments of no more than three months, interest only, lines of credit only and other. As of March 31, 2020, the Corporation approved 287 temporary modifications with principal balances totaling $134,397,056.

Details with respect to actual loan modifications are as follows:

Type of Loans	Number of Loans		Deferral Period		Balance		Percentage of Tier 1 Capital
Commercial Purpose		216		3 months	$	132,898,838		53.80%
Consumer Purpose		71		1-3 months		1,498,218		0.61
		287			$	134,397,056

10. Fair Value Measurements

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

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

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

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

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

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

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

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

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

For assets measured at fair value, the fair value measurements by level within the fair value hierarchy, and the basis of measurement used at ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, are as follows:

			March 31, 2020
In thousands	Basis		Total		Level 1		Level 2		Level 3
U.S. Government and agencies			$	130,924	$	—	$	130,924	$	—
Mortgage-backed securities, residential				96,664		—		96,664		—
State and municipal				23,721		—		23,721		—
Corporate bonds				1,739		—		1,739		—
Total securities available for sale		Recurring	$	253,048	$	—	$	253,048	$	—
Equity securities with readily determinable fair values		Recurring	$	1,888	$	1,888	$	—	$	—
Collateral dependent impaired loans		Nonrecurring	$	4,800	$	—	$	—	$	4,800

September 30, 2019

In thousands

Basis

Total

Level 1

Level 2

Level 3

U.S. Government and agencies

$
116,269

$
—

$
116,269

$
—

Mortgage-backed securities, residential

60,719

—

60,719

—

State and municipal

7,690

—

7,690

—

Total securities available for sale

Recurring

$
184,678

$
—

$
184,678

$
—

Equity securities with readily determinable fair values

Recurring

$
2,032

$
2,032

$
—

$
—

Collateral dependent impaired loans

Nonrecurring

$
3,856

$
—

$
—

$
3,856

		December 31, 2018										December 31, 2019
In thousands	Basis	Total		Level 1		Level 2		Level 3		Basis		Total		Level 1		Level 2		Level 3
U.S. Government and agencies		$	118,413	$	—	$	118,413	$	—			$	114,249	$	—	$	114,249	$	—
Mortgage-backed securities, residential		33,811		—		33,811		—					65,592		—		65,592		—
State and municipal		9,506		—		9,506		—					10,996		—		10,996		—
Total securities available for sale	Recurring	$	161,730	$	—	$	161,730	$	—		Recurring	$	190,837	$	—	$	190,837	$	—
Equity securities with readily determinable fair values	Recurring	$	1,839	$	1,839	$	—	$	—		Recurring	$	2,106	$	2,106	$	—	$	—
Collateral dependent impaired loans	Nonrecurring	$	3,883	$	—	$	—	$	3,883		Nonrecurring	$	3,806	$	—	$	—	$	3,806

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Corporation has utilized Level 3 inputs to determine fair value:

Quantitative Information about Level 3 Fair Value Measurements

Quantitative Information about Level 3 Fair Value Measurements

Dollars in thousands

Fair Value
Estimate

Valuation
Technique

Unobservable
Input

Range

Weighted
Average

Fair Value
Estimate

Valuation
Technique

Unobservable
Input

Range

Weighted
Average

September 30, 2019

March 31, 2020

Impaired loans

3,856

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(21

4,800

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(21)%

December 31, 2018

December 31, 2019

Impaired loans

3,883

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(16

3,806

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(15)%

(a) Fair value is generally determined through management’s estimate or independent third-party appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable.

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

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

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of March 31, 2020:

	March 31, 2020
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	23,169	$	23,169	$	12,752	$	10,417	$	—
Interest-bearing deposits in banks		106,001		106,001		106,001		—		—
Equity securities available for sale		1,888		1,888		1,888		—		—
Investment securities available for sale		253,048		253,048		—		253,048		—
Investment securities held to maturity		18,090		18,565		—		18,565		—
Loans held for sale		4,786		4,786		—		4,786		—
Loans, less allowance for loan losses		1,590,187		1,645,760		—		—		1,645,760
Accrued interest receivable		5,417		5,417		—		5,417		—
Restricted investment in bank stocks		3,701		3,701		—		3,701		—

Financial liabilities:
Demand deposits and savings		1,305,418		1,305,418		—		1,305,418		—
Time deposits		505,939		509,726		—		509,726		—
Short-term borrowings		26,104		26,104		—		26,104		—
Long-term borrowings		60,723		62,254		—		62,254		—
Trust preferred subordinated debt		11,000		9,868		—		9,868		—
Accrued interest payable		2,662		2,662		—		2,662		—

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 ~~September 30,~~December 31, 2019:

	September 30, 2019										December 31, 2019
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	22,999	$	22,999	$	7,212	$	15,787	$	—	$	16,878	$	16,878	$	9,542	$	7,336	$	—
Interest-bearing deposits in banks	94,716		94,716		94,716		—		—			97,478		97,478		97,478		—		—
Equity securities available for sale	2,032		2,032		2,032		—		—			2,106		2,106		2,106		—		—
Investment securities available for sale	184,678		184,678		—		184,678		—			190,837		190,837		—		190,837		—
Investment securities held to maturity	22,443		22,518		—		22,518		—			19,234		19,281		—		19,281		—
Loans held for sale	3,010		3,010		—		3,010		—			2,406		2,406		—		2,406		—
Loans, less allowance for loan losses	1,274,361		1,286,849		—		—		1,286,849			1,258,766		1,263,014		—		—		1,263,014
Accrued interest receivable	4,512		4,512		—		4,512		—			4,368		4,368		—		4,368		—
Restricted investment in bank stocks	3,905		3,905		—		3,905		—			3,644		3,644		—		3,644		—

Financial liabilities:
Demand deposits and savings	1,006,110		1,006,110		—		1,006,110		—			1,004,407		1,004,407		—		1,004,407		—
Time deposits	411,500		412,828		—		412,828		—			407,853		409,426		—		409,426		—
Short-term borrowings	41,509		41,509		—		41,509		—			33,435		33,435		—		33,435		—
Long-term borrowings	67,068		67,766		—		67,766		—			61,296		61,965		—		61,965		—
Trust preferred subordinated debt	5,000		4,709		—		4,709		—			5,000		4,711		—		4,711		—
Accrued interest payable	2,448		2,448		—		2,448		—			2,676		2,676		—		2,676		—

Off-balance sheet financial instruments	—		—		—		—		—			—		—		—		—		—

~~The following presents the carrying amount, exit pricing concept fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of December 31, 2018:~~

December 31, 2018

In thousands

Carrying
Amount

Fair Value

Level 1

Level 2

Level 3

Financial assets:

Cash and due from banks

$
20,105

$
20,105

$
8,190

$
11,915

$
—

Interest-bearing deposits in banks

20,800

20,800

20,800

—

—

Equity securities available for sale

1,839

1,839

1,839

—

—

Investment securities available for sale

161,730

161,730

—

161,730

—

Investment securities held to maturity

27,266

26,911

—

26,911

—

Loans held for sale

408

408

—

408

—

Loans, less allowance for loan losses

1,288,501

1,272,393

—

—

1,272,393

Accrued interest receivable

4,545

4,545

—

4,545

—

Restricted investment in bank stocks

4,336

4,336

—

4,336

—

Financial liabilities:

Demand deposits and savings

979,964

979,964

—

979,964

—

Time deposits

368,128

364,093

—

364,093

—

Short-term borrowings

34,648

34,648

—

34,648

—

Long-term borrowings

78,516

78,545

—

78,545

—

Trust preferred subordinated debt

5,000

4,701

—

4,701

—

Accrued interest payable

1,364

1,364

—

1,364

—

Off-balance sheet financial instruments

—

—

—

—

—

~~10.~~11. Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

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

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

The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreement as of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018:~~2019:

								Gross Amounts Not Offset in the Statements of Condition
In thousands		Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statements of Condition		Net Amounts of Liabilities Presented in the Statements of Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
March 31, 2020
Repurchase agreements
Commercial customers and government entities	(a)	$	26,104	$	—	$	26,104	$	(26,104	)	$	—	$	—
															��
December 31, 2019
Repurchase agreements
Commercial customers and government entities	(a)	$	33,435	$	—	$	33,435	$	(33,435	)	$	—	$	—

Net Amounts

Gross Amounts Not Offset

Gross

of Liabilities

in the Statements of

Amounts

Presented in

Condition

Gross Amounts

Offset in the

the

Cash

of Recognized

Statements of

Statements

Financial

Collateral

Net

In thousands

Liabilities

Condition

of Condition

Instruments

Pledged

Amount

September 30, 2019

Repurchase agreements

Commercial customers and government entities (a)

$
41,509

$
—

$
41,509

$
(41,509
)
$
—

$
—

December 31, 2018

Repurchase agreements

Commercial customers and government entities (a)

$
34,616

$
—

$
34,616

$
(34,616
)
$
—

$
—

(a) As of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, the fair value of securities pledged in connection with repurchase agreements was ~~$41,757,000~~$34,209,000 and ~~$39,788,000,~~$34,582,000, respectively.

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of ~~September 30, 2019:~~March 31, 2020:

	Remaining Contractual Maturity of the Agreements
In thousands	Overnight and Continuous		Up to 30 Days		30 - 90 Days		Greater than 90 Days		Total
Repurchase agreements and repurchase-to-maturity transactions
U.S. Treasury and agency securities	$	26,104	$	—	$	—	$	—	$	26,104
Total	$	26,104	$	—	$	—	$	—	$	26,104

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

$
41,509

$
—

$
—

$
—

$
41,509

Total

$
41,509

$
—

$
—

$
—

$
41,509

12.

Borrowings

~~11.~~~~Borrowings~~

The Corporation had long-term debt outstanding as follows:

In thousands	March 31, 2020		December 31, 2019
FHLB advances	$	55,716	$	58,716
Loan payable to local bank		1,707		1,830
Loan payable to local bank		600		750
Loan payable variable rate		2,700		—
Trust preferred subordinated debt		5,000		5,000
Trust preferred subordinated debt		6,000		—
	$	71,723	$	66,296

In thousands

September 30, 2019

December 31, 2018

FHLB advances

$
64,216

$
75,216

Loan payable to local bank

1,952

2,300

Loan payable to local bank

900

1,000

Trust preferred subordinated debt

5,000

5,000

$
72,068

$
83,516

The FHLB advances are collateralized by the assets defined in the security agreement and FHLB capital stock. FHLB advances have maturity dates from ~~2019~~2020 to 2023 with a weighted average rate of ~~2.54%~~2.21%.

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

The second loan payable to a local bank is a commercial revolving line of credit which has a variable rate equal to the Wall Street Journal Prime Rate minus 0.25%, ~~4.75%~~4.00% at ~~September 30, 2019.~~March 31, 2020. Principal shall be payable when and in

amounts demanded by the bank. The principal balance of this note may be prepaid at any time without penalty.

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

The first trust preferred subordinated debt is comprised of debt securities issued by New Windsor in June 2005 and assumed by ACNB Corporation through the acquisition. New Windsor issued $5,000,000 of 6.39% fixed rate capital securities to institutional investors in a private pooled transaction. The proceeds were transferred to New Windsor as trust preferred subordinated debt under the same terms and conditions. The Corporation then contributed the full amount to the Bank in the form of Tier 1 capital. The Corporation has, through various contractual arrangements, fully and unconditionally guaranteed all of the trust obligations with respect to the capital securities.

The second trust preferred subordinated debt is comprised of debt securities issued by FCBI in December 2006 and assumed by ACNB Corporation through the acquisition. FCBI completed the private placement of an aggregate of $6,000,000 of trust preferred securities. The interest rate on the subordinated debentures is currently adjusted quarterly to 163 basis points over three-month LIBOR. The debenture has a provision if LIBOR is no longer available. On December 31, 2019, the most recent interest rate reset date, the interest rate was adjusted to 3.52363% for the period ending March 16, 2020. The trust preferred securities mature on December 15, 2036, and may be redeemed at par, at the Corporation’s option, on any interest payment date. The proceeds were transferred to FCBI as trust preferred subordinated debt under the same terms and conditions. The Corporation then contributed the full amount to the Bank in the form of Tier 1 capital. The Corporation has, through various contractual agreements, fully and unconditionally guaranteed all of the trust obligations with respect to the capital securities.

~~12.~~13. Goodwill and Other Intangible Assets

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

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

On January 11, 2020, the Corporation completed its acquisition of Frederick County Bancorp, Inc. (FCBI) of Frederick, Maryland. The acquisition of FCBI resulted in goodwill of approximately $22,120,000 and generated $3,572,000 in core deposit intangibles.

Combined goodwill included in the Corporation’s consolidated statement of condition is $41,700,000. Goodwill, which has an indefinite useful life, is evaluated for impairment annually and is evaluated for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Corporation did not identify any goodwill impairment on RIG or the Bank’s outstanding goodwill from its most recent testing.

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

~~The acquisition of New Windsor resulted in goodwill of approximately $13,272,000 and generated $2,418,000 in core deposit intangibles.~~

Combining goodwill resulting from this transaction with existing goodwill from RIG purchases of $6,308,000, total goodwill included in the Corporation’s consolidated statement of condition is $19,580,000. 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 carrying value and accumulated amortization of the intangible assets ~~(RIG customer lists~~ and ~~New Windsor~~ core deposit ~~intangibles)~~intangibles are as follows:

In thousands

Gross carrying
amount

Accumulated
amortization

RIG amortized intangible assets

$
9,890

$
6,803

New Windsor core deposit intangibles

2,418

925

The RIG intangible assets are being amortized on a straight line basis over their estimated useful lives which range from eight to fifteen years. The New Windsor core deposit intangible is being amortized using a sum of the year’s method over a 10-year period.

In thousands	Gross carrying amount		Accumulated amortization
RIG amortized intangible assets	$	9,890	$	6,934
New Windsor core deposit intangibles		2,418		1,100
FCBI core deposit intangibles		3,572		162

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

~~13.~~14. Revenue Recognition

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

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

Income from fiduciary, investment management and brokerage activities - ACNB Bank’s Trust & Investment Services, under the umbrella of ACNB Wealth Management, provides a wide range of financial services, including trust services for individuals, businesses and retirement funds. Other services include, but are not limited to, those related to testamentary trusts, life insurance trusts, charitable remainder trusts, guardianships, power of attorney, custodial accounts and investment management and advisor accounts. In addition, ACNB’s Wealth Management Department offers retail brokerage-services through a third party provider. Wealth Management clients are located primarily within the Corporation’s geographic markets. Assets held by the Corporation’s Wealth Management Department, including trust and retail brokerage, in an agency, fiduciary or retail brokerage capacity for its customers are excluded from the consolidated financial statement since they do not constitute assets of the Corporation. Assets held by the Wealth Management Department amounted to ~~$373,000,000~~$350,500,000 and ~~$361,000,000~~$368,000,000 at ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. Income from fiduciary, investment management and brokerage activities are included in other income.

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

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

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

~~14.~~15. New Accounting Pronouncements

ASU 2016-13

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

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

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

(“ (“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.

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

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

ASU 2018-14

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

The ASU removes the following disclosures:

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

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

certain related party disclosures.

The ASU clarifies the following disclosure requirements:

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

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

The ASU adds the following disclosure requirements:

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

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

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

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

3439

ACNB CORPORATION

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

INTRODUCTION AND FORWARD-LOOKING STATEMENTS

Introduction

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

Forward-Looking Statements

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

CRITICAL ACCOUNTING POLICIES

The accounting policies that the Corporation’s management deems to be most important to the portrayal of its financial condition and results of operations, and that require management’s most difficult, subjective or complex judgment, often result in the need to make estimates about the effect of such matters which are inherently uncertain. The following policies are deemed to be critical accounting policies by management:

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

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

Accounting Standard Codification (ASC) Topic 350, Intangibles — Goodwill and Other, requires that goodwill is not amortized to expense, but rather that it be assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. The Corporation did not identify any impairment on RIG’s outstanding goodwill from its most recent testing, which was performed as of October 1, ~~2018.~~2019. A qualitative assessment on the Bank’s outstanding goodwill, resulting from the 2017 New Windsor acquisition, was performed on the anniversary date of the merger which showed no impairment. Subsequent to that evaluation, ACNB concluded that it would be preferable to evaluate goodwill in the fourth quarter at year-end. This date was preferable from the anniversary date measurement as events happening nearer to year-end could be factored in if necessary. The second evaluation again revealed no impairment and it was agreed to continue to evaluate goodwill for the Bank at or near year-end. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. The Corporation has not identified any such events and, accordingly, has not tested goodwill resulting from the acquisition of New Windsor Bancorp, Inc. (New Windsor) for impairment during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Other acquired intangible assets that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are amortized over their estimated useful lives and subject to periodic impairment testing. Core deposit intangibles are primarily amortized over ten years using accelerated methods. Customer renewal lists are amortized using the straight line method over their estimated useful lives which range from eight to fifteen years.

RESULTS OF OPERATIONS

Quarter ended ~~September 30, 2019,~~March 31, 2020, compared to Quarter ended ~~September 30, 2018~~

March 31, 2019

Executive Summary

Net ~~income~~loss for the three months ended ~~September 30, 2019,~~March 31, 2020, was ~~$6,310,000,~~$1,223,000, compared to ~~$6,039,000~~net income of $5,864,000 for the same quarter in ~~2018, an increase~~2019, a decrease of ~~$271,000~~$7,087,000 or ~~4.5%~~120.9%. Basic earnings per share for the three month period was ~~$0.89~~$(0.14) in 2020 and $0.83 in 2019, ~~and $0.86 in 2018,~~ or a ~~3.5% increase.~~116.9% decrease. The ~~higher~~ net ~~income~~loss for the ~~third~~first quarter of ~~2019~~2020 was primarily a result of merger related expenses and higher ~~net interest income from increased volume and rate of earning assets.~~provision expense. Net interest income for the quarter ended ~~September 30, 2019~~March 31, 2020 increased ~~$632,000,~~$2,790,000, or ~~4.4%~~19.0%, as increases in total interest income were greater than increases in total interest expense. Provision for loan losses was ~~$150,000~~$4,000,000 for the quarter ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$200,000~~$150,000 for the same quarter in ~~2018,~~2019, based on the adequacy analysis of the allowance for loan losses calculation at the end of each period, resulting in an allowance to total loans of ~~1.08%~~0.99% at ~~September 30, 2019.~~March 31, 2020. Other income increased ~~$816,000,~~$226,000, or ~~19.8%~~5.7%, due in part to increases in ~~deposit~~bank fee income and insurance agency revenue. Other expenses increased ~~$1,118,000,~~$8,196,000, or ~~10.3%~~72.8%, due in part to merger and conversion expenses for the acquisition of Frederick County Bancorp, Inc. (FCBI), increases in salaries and benefits and other expenses for a ~~deposit rewards program that increased revenue. Also increasing expenses during~~larger organization. During the ~~third~~first quarter of ~~2019~~2020 were ~~$516,000~~$5,965,000 in ~~merger~~merger/system conversion related expenses for the ~~ongoing proposed~~ acquisition of ~~Frederick County Bancorp, Inc. (FCBI).~~FCBI that was effective on January 11, 2020.

Net Interest Income

Net interest income totaled ~~$15,045,000~~$17,455,000 for the three months ended ~~September 30, 2019,~~March 31, 2020, compared to ~~$14,413,000~~$14,665,000 for the same period in ~~2018,~~2019, an increase of ~~$632,000,~~$2,790,000, or ~~4.4%~~19.0%. Net interest income increased due to an increase in interest income to a greater extent than an increase in interest expense. Interest income increased ~~$1,415,000,~~$4,024,000, or ~~8.7%~~23.8%, due to ~~a 3.9% increase in~~the acquisition of FCBI increasing average earning ~~asset~~assets, in addition to volume from organic growth and increased purchase accounting adjustments net of decreased rates due to market ~~increases net of decreased purchase accounting adjustments.~~events. The increase in interest expense resulted from deposit rate increases in addition to FCBI related and organic deposit

growth. Increased ~~lending (average volume was up 1.8%)~~loans outstanding was a result of the acquisition of FCBI and a concerted effort by management to offset the recent year trend of the market area’s heightened competition and declines in the U.S. Treasury yields and other market driver interest rates. ~~Only in recent quarters has this trend reversed to higher~~The first quarter saw much lower market yields ~~although~~and the difference between longer term rates and shorter term rates iswas generally inverted. These driver rates affect new loan originations and are indexed to a portion of the loan portfolio in that a change in the driver rates changes the yield on new loans and on existing loans at subsequent interest rate reset dates. ~~In this manner,~~From these changes, interest income yield was ~~positively~~negatively affected as new loans replace paydowns on existing loans and variable rate loans reset to new current rates in these years. Partially offsetting lower yields were FCBI purchase accounting adjustments that increased yield. Interest income increased on investment securities due to new ~~purchases at higher market rates.~~purchases. An appropriate amount of earning assets remained in short-term, low-rate money market type accounts during the ~~third~~first quarter of ~~2019;~~2020; and there exists ample ability to borrow for liquidity needs. The ability to increase lending is contingent on the effects of intense competition that has reduced new loans and may result in the payoff of existing loans, as well as economic conditions in the Corporation’s marketplace. As to funding costs, interest rates on alternative funding sources, such as the FHLB, and other market driver rates are factors in rates the Corporation and the local market pay for deposits. However, during the recent quarters, rates on time deposits were raised in order to compete with competition to increase this funding source. Interest expense increased ~~$783,000,~~$1,234,000, or ~~41.9%~~55.6%, due to FCBI volume, higher rates on transaction deposits, certificate of deposit rate increases partially offset by less use of higher cost borrowings. ~~This trend~~Subsequent to March 31, 2020 the medical need to stop the spread of ~~higher rates is expected~~COVID-19 caused government officials to ~~continue due to higher rates at competing banks due to liquidity needs despite~~close or restrict many businesses and their workers. One of the responses was for the Federal Reserve ~~FOMC current position~~to decrease rates to 0% to 0.25%. The effects of ~~decreasing short-term rates after increasing~~ these ~~rates in stages starting in mid-December 2015; the current range is 2.00% to 2.25%.~~rate actions and a host of other responses cannot be predicted currently. Over the longer term, the Corporation continues its strategic direction to increase asset yield and interest income by means of loan growth and rebalancing the composition of earning assets to commercial loans.

The net interest spread for the ~~third~~first quarter of ~~2019~~2020 was ~~3.58%~~3.50% compared to ~~3.64%~~3.74% during the same period in ~~2018.~~2019. Also comparing the ~~third~~first quarter of ~~2019~~2020 to ~~2018,~~2019, the yield on interest earning assets ~~increased~~decreased by ~~0.20%~~0.12% and the cost of interest bearing liabilities increased by ~~0.26%~~0.12%. The net interest margin was ~~3.80%~~3.67% for the ~~third~~first quarter of ~~2019~~2020 and ~~3.78%~~3.93% for the ~~third~~first quarter of ~~2018.~~2019. The net interest margin ~~increase~~decrease was net of ~~lower~~higher purchase accounting adjustments which increased 12 basis points, but was decreased ~~1 basis point,~~by less loans as a percentage in the earning asset mix and ~~was increased by originating loans at the current market rate in order to increase loan volume and attempt to maintain total net interest income and purchasing~~more lower yielding investments ~~to properly collateralize local government accounts~~ and ~~repurchase agreements.~~

liquidity assets.

Average earning assets were ~~$1,571,000,000~~$1,913,000,000 during the ~~third~~first quarter of ~~2019,~~2020, an increase of ~~$59,000,000~~$399,000,000 from the average for the ~~third~~first quarter of ~~2018.~~2019. Average interest bearing liabilities were ~~$1,177,000,000~~$1,545,000,000 in the ~~third~~first quarter of ~~2019,~~2020, an increase of ~~$5,000,000~~$387,000,000 from the same period in ~~2018.~~2019. Non-interest demand deposits increased ~~$23,000,000~~$47,000,000 on average.

All increases were in large part due to the acquisition of FCBI.

Provision for Loan Losses

The provision for loan losses was $4,000,000 in the first quarter of 2020 and $150,000 in the ~~third~~first quarter of ~~2019 and $200,000 in the third quarter of 2018.~~2019. The determination of a need for a provision was a result of the analysis of the adequacy of the allowance for loan losses calculation. The allowance for loan and lease losses does not include the loans acquired from the FCBI or the New Windsor ~~acquisition~~acquisitions which were recorded at fair value as of the acquisition ~~date.~~dates. Without the ~~New Windsor~~ acquired loans, total impaired loans at ~~September 30, 2019~~March 31, 2020 were ~~4.7% lower~~11.45% higher when compared to December 31, ~~2018.~~2019. Nonaccrual loans ~~decreased~~increased by ~~7.9%~~23.1%, or ~~$271,000,~~$907,000, since December 31, ~~2018;~~2019; all substandard loans ~~decreased~~increased by ~~5.5%~~27.7% in that period. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors. The first quarter 2020 provision was calculated to be much higher due to a charge-off a $2,000,000 loan after the death of the borrower and a determination that the borrower’s net worth was estimated to be not adequate for unsecured creditors. The second cause for the large increase was a qualitative factor developed that attempts to measure the impact of the COVID-19 pandemic related closure of many of the Bank’s business customers for an undetermined time period. This customer base includes business in the hospitality/tourism industry, restaurants and related businesses and lessors of commercial real estate properties. The estimation of the qualitative factor for this event was $1,500,000, for a total of $4,000,000 in provision expense. Otherwise Management concluded that before the COVID-19 pandemic and the unanticipated deficiencies in the unsecured loans, the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements as shown in the tables and narrative in this Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements. ~~This assessment concluded~~The effect of the ongoing COVID-19 event cannot be currently estimated other than the calculation that ~~credit quality was stable, charge offs were low, and past due loans manageable.~~resulted in the above mentioned special qualitative factor. This same analysis concluded that the unallocated allowance should be in the same range in ~~2019~~2020 compared with the previous quarter. For more information, please refer toAllowance for Loan Losses in the following Financial Condition section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the ~~third~~first quarter of ~~2019,~~2020, the Corporation had net charge-offs of ~~$283,000,~~$1,983,000, as compared to a net ~~recovery~~charge-offs of ~~$71,000~~$94,000 for the ~~third~~first quarter of ~~2018.~~2019.

Other Income

Total other income was ~~$4,941,000~~$4,166,000 for the three months ended ~~September 30, 2019,~~March 31, 2020, up ~~$816,000,~~$226,000, or ~~19.8%~~5.7%, from the ~~third~~first quarter of ~~2018.~~2019. Fees from deposit accounts increased by ~~$178,000,~~$52,000, or ~~21.2%~~5.5%, due to ~~an enhanced fee schedule connected to the retail deposit rewards program.~~FCBI account additions. Fee volume also varies with balance levels, account transaction activity, and customer-driven events such as overdrawing account balances. Various specific government regulations effectively limit fee assessments related to deposit accounts, making future revenue levels uncertain. Revenue from ATM and debit card transactions increased by ~~$43,000~~$100,000 or ~~7.1%~~18.6%, to ~~$652,000~~$638,000 due to FCBI variations in volume and mix. The longer term trend had been increases resulting from consumer desire to use more electronic delivery channels (Internet and mobile applications); however, regulations or legal

challenges for large financial institutions may impact industry pricing for such transactions and fees in connection therewith in future periods, the effect of which cannot be currently quantified. A more immediate challenge to this revenue source is the general COVID-19 event and related impact caused decrease in retail ~~system general business-wide~~activity and the retail system-wide security breaches in the merchant base ~~that are not specifically associated with the Bank and~~ that are negatively affecting consumer confidence in the debit card channel. Income from fiduciary, investment management and brokerage activities, which includes fees from both institutional and personal trust, investment management services, estate settlement and brokerage services, totaled ~~$651,000~~$668,000 for the three months ended ~~September 30, 2019,~~March 31, 2020, as compared to ~~$632,000~~$592,000 for the ~~third~~first quarter of ~~2018,~~2019, a ~~3.0%~~12.8% net increase as a net result of higher fee volume from increased assets under management, higher sporadic estate fee income and varying fees on brokerage relationship transactions. Earnings on bank-owned life insurance increased by ~~$27,000,~~$83,000, or ~~10.0%~~31.4%, as a result of more insurance in place and varying crediting rates. At the Corporation’s wholly-owned insurance subsidiary, Russell Insurance Group, Inc. (RIG), revenue was up by ~~$313,000,~~$120,000, or ~~21.6%~~9.1%, to ~~$1,763,000~~$1,440,000 during the period due to higher direct bill volume, including volume on new books of business purchased in the interim ~~period and net of lower contingent commissions.~~period. A continuing risk to RIG revenue is nonrenewal of large commercial accounts and actions by insurance carriers to reduce commissions paid to agencies such as RIG. Contingent or extra commission payments from insurance carriers are received in the second quarter of each year. Contingent commissions in ~~2019 were~~2020 are expected to be lower than ~~2018~~2019 due to loss trends inat RIG and the entire insurance ~~marketplace.~~marketplace in general. Heightened pressure on commissions is expected to continue in this business line from insurance company actions.There were no gains or losses on sales of securities during the ~~third~~first quarter of ~~2019~~2020 and ~~2018.~~2019. A ~~$31,000~~$475,000 net ~~gain~~loss was recognized on local bank and CRA-related equity securities during the ~~third~~first quarter of ~~2019~~2020 due to ~~frequent~~the COVID-19 related market value changes in publicly-traded stocks, compared to a ~~$23,000~~$33,000 net ~~loss~~gain during the ~~third~~first quarter of ~~2018.~~2019. Other income in the three months ended ~~September 30, 2019,~~March 31, 2020, was up by ~~$213,000,~~$303,000, or ~~67.0%~~118.8%, to ~~$531,000~~$558,000 due to higher sales of residential mortgages and by net other fee income increases, mostly volume related.

Other Expenses

Other expenses for the quarter ended ~~September 30, 2019~~March 31, 2020 were ~~$11,974,000,~~$19,457,000, an increase of ~~$1,118,000~~$8,196,000 or ~~10.3%~~72.8%. Acquisition and integration costs related to the FCBI acquisition totaled $5,965,000 for the first quarter of 2020 compared to $0 for the first quarter of 2019. Merger expenses included legal and consulting expenses to effect the legal merger, investment banking and preparing purchase accounting adjustments. Integration expenses included severance payments to FCBI staff separated by the merger, consultant costs to integrate FCBI systems into ACNB’s and the cost to terminate all FCBI core banking and electronic technology systems contracts. These costs were all necessary to provide requisite internal controls and cost effective core banking technology systems going forward. The costs of integrating all systems into one system was important to the merger viability and ongoing system integrity and quality.

~~The~~Other than acquisition and integration costs, the largest component of other expenses is salaries and employee benefits, which increased by ~~$780,000,~~$1,536,000, or ~~11.9%~~22.1%, when comparing the ~~third~~first quarter of ~~2019~~2020 to the same period a year ago. Overall, the increase in salaries and employee benefits was the result of increases as follows:

replacing customer-facing staff due to a competitive labor market;

· ~~leadership retirement~~

the customer-facing staff retained to service the FCB market:

Increased business and locations at ~~RIG required overlapping salaries while transitioning; plus a new acquired location;~~

·RIG;

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

normal merit increases to employees and associated payroll taxes;

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

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

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

defined benefit pension expense, which was updown by ~~$127,000,~~$112,000, or ~~169.3%~~215.4%, when comparing the three months ended ~~September 30, 2019,~~March 31, 2020, to the three months ended ~~September 30, 2018,~~March 31, 2019, resulting from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense), return on assets at the latest annual evaluation date due to market conditions (equity markets were at ~~a low point~~good at the ~~2018~~2019 year-end valuation date) and changes in actuarial assumptions reflecting increased longevity.

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

Net occupancy expense increased by ~~$39,000,~~$118,000, or ~~5.6%~~13.7%, mostly due to ~~higher net lease and property tax expense.~~additional offices included in the FCBI acquisition. Equipment expense ~~decreased~~increased by ~~$111,000,~~$181,000, or ~~8.7%~~16.4%, due to ~~the lower small-ticket~~ tech equipment expenditures ~~and lower outsourced processing costs. Regardless of~~including those for the ~~decreased third quarter 2019 expense, equipment~~FCBI market. Equipment expense is subject to ever-increasing technology demands and the need for system upgrades for security and reliability purposes.

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

Professional services expense totaled ~~$263,000~~$402,000 during the ~~third~~first quarter of ~~2019,~~2020, as compared to ~~$371,000~~$200,000 for the same period in ~~2018, a decrease~~2019, an increase of ~~$108,000,~~$202,000, or ~~29.1%~~101.0%. This category includes expenses related to legal corporate governance, risk, compliance management and audit engagements, and legal counsel matters in connection with loans. It varies with specific engagements that are not on a regular recurring ~~basis; in particular loan legal expense (due to a particular loan in 2018) and loan review costs (due to engagement timing) were lower in 2019.~~

basis.

Marketing and corporate relations expenses were ~~$132,000~~$184,000 for the ~~third~~first quarter of ~~2019,~~2020, or ~~34.7%~~32.4% higher, as compared to the same period of ~~2018.~~2019. Marketing expense varies with the timing and amount of planned advertising production and media expenditures, typically related to the promotion of certain in-market banking and trust ~~products.~~

products; and to promote and inform the FCB marketplace to the ACNB acquisition, products and systems.

Foreclosed assets held for resale consist of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. Foreclosed real estate expense ~~(income)~~(expense recovery) was ~~$46,000~~$75,000 and ~~$(27,000)~~$(53,000) for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The expense varies based upon the number and mix of commercial and residential real estate properties, unpaid property taxes, and deferred maintenance required upon acquisition. In addition, some properties suffer decreases in value after acquisition, requiring write-downs to fair value during the prolonged marketing cycles for these distressed properties. The higher expense in ~~2019~~2020 was related to ~~unpaid property taxes~~varying expenses on unrelated properties and ~~cleanout required compared to a final disposition gain on an unrelated property in 2018.~~varying expense recoveries through liquidation. Foreclosed assets held for resale expenses or recoveries will vary in the remainder of ~~2019~~2020 depending on the unknown expenses related to new properties acquired and final disposition.

Foreclosure actions could be delayed in the COVID-19 environment.

Other tax expense increased by ~~$26,000,~~$65,000, or ~~10.7%~~24.8%, comparing the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ due to higher Pennsylvania Bank Shares Tax. The Pennsylvania Bank Shares Tax is a shareholders’ equity-based tax and is subject to increases based on state government parameters and the level of the stockholders’ equity base that increased with ~~the New Windsor merger and~~ retained earnings equity. Supplies and postage expense ~~decreased~~increased by ~~10.9%~~1.5% due to variation in timing of sporadic refills. FDIC and regulatory expense decreased ~~69.4%~~75.7% based on FDIC ~~variations in asset base and rate in addition to a credit~~credits received in ~~2019~~2020 based on the FDIC fund reaching a particular funding ratio; this credit ~~does~~will not necessarily repeat in future periods depending on the change in the funding ratio. Intangible amortization ~~decreased 12.0%~~increased 103.2% due to ~~fully amortized insurance~~the FCBI acquisition and new RIG books of ~~business.~~business purchases. Other operating expenses ~~increased~~decreased by ~~$30,000,~~$79,000, or ~~2.7%~~6.3%, in the ~~third~~first quarter of ~~2019,~~2020, as compared to the ~~third~~first quarter of ~~2018. Increases~~2019. Decreases included ~~increases for retail deposit rewards product~~travel and ~~corporate governance expense. Losses,~~training categories in which expense was limited by travel and congregation restrictions. Other expenses include the expense of reimbursing debit card customers for unauthorized transactions to their accounts and other third-party fraudulent use, added approximately ~~$37,000~~$34,000 to other expenses in the ~~third~~first quarter of ~~2019~~2020 compared to ~~$19,000~~$25,000 in the ~~third~~first quarter of ~~2018.~~2019. Third-party breaches also cause additional card inventory and processing costs to the Corporation, none of which is expected to be recovered from the third-party merchants or other parties where the breaches occur. The debit card electronic delivery channel is valued by customers and provides significant revenue to the Corporation. The expense related to reimbursements is unpredictable and varying, but ACNB has policies and procedures to limit exposure.

Merger related expenses during the third quarter of 2019 were $516,000 for the ongoing proposed acquisition of FCBI. The majority of the merger related expenses were for legal and other consulting expenses.

Provision for Income Taxes

The Corporation recognized income taxes of ~~$1,552,000,~~$(613,000), or ~~19.7%~~33.4% of pretax income, during the ~~third~~first quarter of ~~2019,~~2020, as compared to ~~$1,443,000,~~$1,330,000, or ~~19.3%~~18.5% of pretax income, during the same period in ~~2018.~~2019. The variances from the federal statutory rate of 21% in the respective periods are generally due to tax-exempt income from investments in and loans to state and local units of government at below-market rates (an indirect form of taxation), investment in bank-owned life insurance, and investments in low-income housing partnerships (which qualify for federal tax credits). In addition, both years ~~includes~~include Maryland corporation income taxes. Low-income housing tax credits were $62,000 and $72,000 for the three months ended ~~September 30,~~March 31, 2020 and 2019, respectively.

FINANCIAL CONDITION

Assets totaled $2,180,065,000 at March 31, 2020, compared to $1,720,253,000 at December 31, 2019, and ~~2018, respectively.~~

~~Nine Months ended September 30, 2019, compared to Nine Months ended September 30, 2018~~

~~Executive Summary~~

~~Net income for~~$1,671,159,000 at March 31, 2019. Average earning assets during the ~~nine~~three months ended ~~September 30, 2019, was $18,640,000, compared~~March 31, 2020, increased to $16,459,000 for the same nine months in 2018, an increase of $2,181,000 or 13.3%. Basic earnings per share for the nine month period was $2.64 in 2019 and $2.34 in 2018 or a 12.8% increase over the prior period. The higher net income for the first three quarters of 2019 was primarily a result of higher net interest income$2,130,625,000 from increased volume and rate of earning assets. Net interest income for the nine months ended September 30, 2019 increased $2,614,000, or 6.2%, as increases in total interest income were greater than increases in total interest expense. Provision for loan losses was $425,000 for the nine months ended September 30, 2019, compared to $770,000 for the same nine months in 2018, based on the adequacy analysis of the allowance for loan losses calculation at the end of each period, resulting in an allowance to total loans of 1.08% at September 30, 2019. Other income increased $1,547,000, or 12.7%, due in part to increases in deposit fee income and insurance agency revenue. Other expenses increased $1,827,000, or 5.5%, due in part to increases in salaries and benefits and the expense of a deposit rewards program that increased revenue. Also increasing expenses during the nine months ended September 30, 2019 were $516,000 in merger related expenses for the ongoing proposed acquisition of FCBI.

~~Net Interest Income~~

Net interest income totaled $44,680,000 for the nine months ended September 30, 2019, compared to $42,066,000 for the same period in 2018, an increase of $2,614,000, or 6.2%. Net interest income increased due to an increase in interest income to a greater extent than an increase in interest expense. Interest income increased $4,636,000, or 9.8%, due to a 3.7% increase in average earning asset volume from organic growth and increased rates due to market increases net of decreased purchase accounting adjustments. The increase in interest expense resulted from deposit rate increases in addition to organic deposit growth. Increased lending (average volume was up 3.6%) was a result of a concerted effort by management to offset the recent year trend of the market area’s heightened competition and declines in the U.S. Treasury yields and other market driver interest rates. Only in recent quarters has this trend reversed to higher yields (although currently the difference between longer term rates and shorter term rates is inverted, which is a concern for upcoming periods). These driver rates affect new loan originations and are indexed to a portion of the loan portfolio in that a change in the driver rates changes the yield on new loans and on existing loans at subsequent interest rate reset dates. In this manner, interest income yield was positively affected as new loans replace paydowns on existing loans and variable rate loans reset to new current rates in these years; this process reverses in declining rates. Interest income increased on investment securities due to new purchases at higher market rates. An appropriate amount of earning assets remained in short-term, low-rate money market type accounts during the first nine months of 2019; and there exists ample ability to borrow for liquidity needs. The ability to increase lending is contingent on the effects of intense competition that has reduced new loans and currently resulted in the payoff of existing loans, as well as economic conditions in the Corporation’s marketplace. As to funding costs, interest rates on alternative funding sources, such as the FHLB, and other market driver rates are factors in rates the Corporation and the local market pay for deposits. However, during the recent quarters, rates on time deposits were raised in order to compete with competition to increase this funding source. Interest expense increased $2,022,000, or 37.9%, due to higher rates on transaction deposits, certificate of deposit rate increases partially offset by less use of higher cost borrowings. This trend of higher rates is expected to continue due to higher rates at competing banks due to liquidity needs despite the Federal Reserve FOMC current position of decreasing short-term rates after increasing these rates in stages starting in mid-December 2015 to its current range of 2.00% to 2.25%. Over the longer term, the Corporation continues its strategic direction to increase asset yield and interest income by means of loan growth and rebalancing the composition of earning assets to commercial loans.

~~The net interest spread for the first nine months of 2019 was 3.66% compared to 3.64%~~$1,513,939,000 during the same period in 2018. Also comparing the first nine months of 2019 to 2018, the yield on interest earning assets increased by 0.25% and the cost of interest bearing liabilities increased by 0.23%. The net interest margin was 3.87% for the first nine months of 2019 and 3.78% for the first nine months of 2018. The net interest margin increase was net of lower purchase accounting adjustments which decreased five basis points, and was increased by acquiring and originating loans at the current market rate in order to increase loan volume and attempt to maintain total net interest income net of purchasing lower yielding investments to properly collateralize local government accounts and repurchase agreements.

Average earning assets were $1,543,000,000 during the first nine months of 2019, an increase of $55,000,000 from the average for the first nine months of 2018. Average interest bearing liabilities were $1,165,000,000 in the first nine months of 2019, an increase of $14,000,000 from the same period in 2018. Non-interest demand deposits increased $22,000,000 on average.

~~Provision for Loan Losses~~

The provision for loan losses was $425,000 in the first nine months of 2019 and $770,000 in the first nine months of 2018. The determination of a need for a provision was a result of the analysis of the adequacy of the allowance for loan losses calculation. The allowance for loan and lease losses does not include the loans acquired from the New Windsor acquisition which were recorded at fair value as of the acquisition date. Without the New Windsor acquired loans, total impaired loans at September 30, 2019 were 7.4% lower compared to December 31, 2018. Nonaccrual loans decreased by 7.9%, or $271,000, since December 31, 2018; all substandard loans decreased by 5.5% in that period. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors. Management concluded that the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements as shown in the tables and narrative in this Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements. This assessment concluded that credit quality was stable, charge offs were low, and past due loans manageable. This same analysis concluded that the unallocated allowance should be in the same range in 2019 compared with the previous quarter. For more information, please refer to ~~Allowance for Loan Losses~~ in the following Financial Condition section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the first nine months of 2019, the Corporation had net charge-offs of $465,000, as compared to net charge-offs of $1,332,000 for the first nine months of 2018.

~~Other Income~~

Total other income was $13,701,000 for the nine months ended September 30, 2019, up $1,547,000, or 12.7%, from the first nine months of 2018. Fees from deposit accounts increased by $436,000, or 17.7%, due to an enhanced fee schedule connected to the retail deposit rewards program. Fee volume also varies with balance levels, account transaction activity, and customer-driven events such as overdrawing account balances. Various specific government regulations effectively limit fee assessments related to deposit accounts, making future revenue levels uncertain. Revenue from ATM and debit card transactions increased by $72,000 or 4.1%, to $1,825,000 due to variations in volume and mix. The longer term trend had been increases resulting from consumer desire to use more electronic delivery channels (Internet and mobile applications); however, regulations or legal challenges for large financial institutions may impact industry pricing for such transactions and fees in connection therewith in future periods, the effect of which cannot be currently quantified. A more immediate challenge to this revenue source is the retail system general business-wide security breaches in the merchant base that are not specifically associated with the Bank and that are negatively affecting consumer confidence in the debit card channel. Income from fiduciary, investment management and brokerage activities, which includes fees from both institutional and personal trust, investment management services, estate settlement and brokerage services, totaled $1,841,000 for the nine months ended September 30, 2019, as compared to $1,762,000 for the first nine months of 2018, a 4.5% net increase as a net result of higher fee volume from increased assets under management, higher sporadic estate fee income and stable fees on brokerage relationships. Earnings on bank-owned life insurance increased by $62,000, or 7.7%, as a result of varying crediting rates. In 2018, an additional $52,000 was received on a death claim. At the Corporation’s wholly-owned insurance subsidiary, Russell Insurance Group, Inc. (RIG), revenue was up by $639,000 (net of lower contingent commissions), or 14.7%, to $4,997,000 during the period due to higher direct bill volume, including volume on new books of business purchased in the interim period. A continuing risk to RIG revenue is nonrenewal of large commercial accounts and actions by insurance carriers to reduce commissions paid to agencies such as RIG. Contingent or extra commission payments from insurance carriers are received in the second quarter of each year. Contingent commissions in 2019 were lower by $110,000, or 19%, than 2018 due to loss trends in the entire insurance marketplace. Heightened pressure on commissions is expected to continue in this business line from insurance company actions. There were no gains or losses on sales of securities during the first nine months of 2019 and a $44,000 gain on an odd lot sale of MBS security tails and a corporate bond during the first nine months of 2018. A $193,000 net gain was recognized on local bank and CRA-related equity securities during the first nine months of 2019 due to frequent market value changes in publicly-traded stocks, compared to a $50,000 net loss during the first nine months of 2018. Other income in the nine months ended September 30, 2019, was up by $112,000, or 11.6%, to $1,075,000 due to higher sales of residential mortgages and net other fee income increases, mostly volume related.

~~Other Expenses~~

~~Other expenses for the nine months ended September 30, 2019 were $34,920,000, an increase of $1,827,000 or 5.5%.~~

The largest component of other expenses is salaries and employee benefits, which increased by $1,624,000, or 8.2%, when comparing the first nine months of 2019 to the same period a year ago. Overall, the increase in salaries and employee benefits was the result of increases as follows:

· ~~replacing customer-facing staff due to a competitive labor market;~~

· ~~leadership retirement at RIG required overlapping salaries while transitioning; plus a new acquired location;~~

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

· ~~normal merit increases to employees and associated payroll taxes;~~

· ~~varying and timing on performance-based commissions. restricted stock grants and incentives;~~

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

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

· defined benefit pension expense, which was up by $381,000, or 170.1%, when comparing the nine months ended September 30, 2019, to the nine months ended September 30, 2018, resulting from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense), return on assets at the latest annual evaluation date due to market conditions (equity markets were at a low point at the 2018 year-end valuation date) and changes in actuarial assumptions reflecting increased longevity.

Net occupancy expense increased by $137,000, or 6.2%, mostly due to higher net lease expense and varying winter season- related expenses. Equipment expense decreased by $272,000, or 7.2%, due to the lower small-ticket tech equipment expenditures and lower outsourced processing costs. Regardless of the decreased expense for the first nine months of 2019, equipment expense is subject to ever-increasing technology demands and the need for system upgrades for security and reliability purposes.

Professional services expense totaled $746,000 during the first nine months of 2019, as compared to $1,084,000 for the same period in 2018, a decrease of $338,000, or 31.2%. This category includes expenses related to legal corporate governance, risk, compliance management and audit engagements, and legal counsel matters in connection with loans. It varies with specific engagements that are not on a regular recurring basis; in particular loan legal expense (due to a particular loan in 2018) and loan review/compliance costs (due to engagement timing) were lower in 2019.

Marketing and corporate relations expenses were $442,000 for the first nine months of 2019, or 20.8% higher, as compared to the same period of 2018. Marketing expense varies with the timing and amount of planned advertising production and media expenditures, typically related to the promotion of certain in-market banking and trust products.

Foreclosed assets held for resale consist of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. Foreclosed real estate (income) expense was $(10,000) and $105,000 for the nine months ended September 30, 2019 and 2018, respectively. The expense varies based upon the number and mix of commercial and residential real estate properties, unpaid property taxes, and deferred maintenance required upon acquisition. In addition, some properties suffer decreases in value after acquisition, requiring write-downs to fair value during the prolonged marketing cycles for these distressed properties. The net recovery in 2019 was related to a better final disposition recovery on three properties versus an unrelated high final disposition expense in 2018. Foreclosed assets held for resale expenses or recoveries will vary in the remainder of 2019 depending on the successful closing of sales agreements on some existing properties and the unknown expenses related to new properties acquired.

Other tax expense increased by $121,000, or 17.7%, comparing the nine months ended September 30, 2019 and 2018, due to higher Pennsylvania Bank Shares Tax. The Pennsylvania Bank Shares Tax is a shareholders’ equity-based tax and is subject to increases based on state government parameters and the level of the stockholders’ equity base that increased with the New

Windsor merger and retained earnings equity. Supplies and postage expense decreased by 4.9% due to variation in timing of sporadic refills. FDIC and regulatory expense decreased 26.7% based on FDIC variations in asset base and rate in addition to a credit received in 2019 based on the FDIC fund reaching a particular funding ratio; this credit does not necessarily repeat in future periods depending on the change in the funding ratio. Intangible amortization decreased 13.7% due to fully amortized insurance books of business. Other operating expenses increased by $319,000, or 9.4%, in the first nine months of 2019, as compared to the first nine months of 2018. Increases included increases for retail deposit rewards product and higher corporate governance expense. Losses, which include the expense of reimbursing debit card customers for unauthorized transactions to their accounts and other third-party fraudulent use, added approximately $83,000 to other expenses in the first nine months of 2019 compared to $90,000 in the first nine months of 2018. Third-party breaches also cause additional card inventory and processing costs to the Corporation, none of which is expected to be recovered from the third-party merchants or other parties where the breaches occur. The debit card electronic delivery channel is valued by customers and provides significant revenue to the Corporation. The expense related to reimbursements is unpredictable and varying, but ACNB has policies and procedures to limit exposure.

Merger related expenses during the nine months ended September 30, 2019 were $516,000 for the ongoing proposed acquisition of FCBI. The majority of the merger related expenses were for legal and other consulting expenses.

~~Provision for Income Taxes~~

The Corporation recognized income taxes of $4,396,000, or 19.1% of pretax income, during the first nine months of 2019, as compared to $3,898,000, or 19.1% of pretax income, during the same period in 2018. The variances from the federal statutory rate of 21% in the respective periods are generally due to tax-exempt income from investments in and loans to state and local units of government at below-market rates (an indirect form of taxation), investment in bank-owned life insurance, and investments in low-income housing partnerships (which qualify for federal tax credits). In addition, both years includes Maryland corporation income taxes. Low-income housing tax credits were $215,000 for the nine months ended September 30, 2019 and 2018, respectively.

~~FINANCIAL CONDITION~~

Assets totaled $1,735,849,000 at September 30, 2019, compared to $1,647,724,000 at December 31, 2018, and $1,647,799,000 at September 30, 2018. Average earning assets during the nine months ended September 30, 2019, increased to $1,543,050,000 from $1,487,560,000 during the same period in 2018. Average interest bearing liabilities increased in ~~2019~~2020 to ~~$1,165,345,000~~$1,544,540,000 from ~~$1,151,075,000~~$1,153,627,000 in ~~2018,~~2019, while average non-interest bearing deposits increased by $22,180,000.

Investment Securities

ACNB uses investment securities to generate interest and dividend income, manage interest rate risk, provide collateral for certain funding products, and provide liquidity. The changes in the securities portfolio were the net result of purchases and matured securities to provide proper collateral for public deposits. Investing ~~in past years in~~into investment security ~~that remain in~~portfolio assets over the ~~portfolio assets~~past several years was made more challenging due to the Federal Reserve Bank’s program commonly called Quantitative Easing in which, by the Federal Reserve’s open market purchases, the yields ~~are~~were maintained at a lower level than would otherwise be the case. The investment portfolio is comprised of U.S. Government agency, municipal, and corporate securities. These securities provide the appropriate characteristics with respect to credit quality, yield and maturity relative to the management of the overall balance sheet.

At ~~September 30, 2019,~~March 31, 2020, the securities balance included a net unrealized gain on available for sale securities of ~~$1,263,000,~~$4,463,000, net of taxes, on amortized cost of ~~$183,046,000~~$247,310,000 versus a net unrealized ~~loss~~gain of ~~$1,651,000,~~$1,261,000, net of taxes, on amortized cost of ~~$163,862,000~~$189,208,000 at December 31, ~~2018,~~2019, and a net unrealized loss of ~~$3,199,000,~~$541,000, net of taxes, on amortized cost of ~~$167,089,000~~$161,648,000 at ~~September 30, 2018.~~March 31, 2019. The change in fair value of available for sale securities during ~~2019~~2020 was a result of the higher amount of investments in the available for sale portfolio and by an increase in fair value from a decrease in the U.S. Treasury yield curve rates and the spread from this yield curve required by investors on the types of investment securities that ACNB owns. The Federal Reserve ceased their rate-decreasing Quantitative Easing program in 2014 and increased the fed funds rate in mid-December 2015 through December 2018 after which the Federal Reserve decreased ~~fed funds~~ the target rate ~~twice~~to 0% to 0.25% in the ongoing COVID-19 crisis causing the U.S. Treasury yield curve to decrease ~~to even a greater extent~~ in the time relevant to the investment securities in the Corporation’s portfolio as of ~~September 30, 2019.~~March 31, 2020. However, fair values were volatile on any given day in all periods presented and such volatility will continue. The changes in value are deemed to be related solely to changes in interest rates as the credit quality of the portfolio is high.

At ~~September 30, 2019,~~March 31, 2020, the securities balance included held to maturity securities with an amortized cost of ~~$22,443,000~~$18,090,000 and a fair value of ~~$22,518,000,~~$18,565,000, as compared to an amortized cost of ~~$27,266,000~~$19,234,000 and a fair value of ~~$26,911,000~~$19,281,000 at December 31, ~~2018,~~2019, and an amortized cost of ~~$33,517,000~~$26,073,000 and a fair value of ~~$32,767,000~~$25,871,000 at ~~September 30, 2018.~~March 31, 2019. The held to maturity securities are U.S. government agency debentures and pass-through mortgage-backed securities in which the full payment of principal and interest is guaranteed; however, they were not classified as available for sale because these securities are generally used as required collateral for certain eligible government accounts or repurchase agreements. They are also held for possible pledging to access additional liquidity for banking subsidiary needs in the form of FHLB borrowings. Due to changes in accounting rules, no held to maturity securities were added in the past several years. No held to maturity securities were acquired from ~~New Windsor.~~

FCBI.

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

The fair values of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1) or by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses independent service providers to provide matrix pricing. Please refer to Note 78 — “Securities” in the Notes to Consolidated Financial Statements for more information on the security portfolio and Note 910 — “Fair Value Measurements” in the Notes to Consolidated Financial Statements for more information about fair value.

Loans

Loans outstanding increased by ~~$15,839,000,~~$304,704,000, or ~~1.2%~~23.4%, from ~~September 30, 2018,~~March 31, 2019, to ~~September 30, 2019,~~March 31, 2020, and ~~decreased~~increased by ~~$14,180,000,~~$333,438,000, or ~~1.1%~~26.2%, from December 31, ~~2018,~~2019, to ~~September 30, 2019.~~March 31, 2020. The ~~decline~~increase year to date is attributable to the FCBI acquisition net of selling most new residential mortgages and early ~~payoffs.~~payoffs of other loans. The year over year increase in loan volume was a ~~net increase~~result of FCBI new loans, net of payoff and paydowns. These results came from the focused efforts by management to lend to creditworthy borrowers subject to the Corporation’s disciplined underwriting standards, despite intense competition. In all periods, residential real estate lending and refinance activity was ~~slow~~sold to the secondary market and commercial loans were subject to refinancing to competition for different rates or terms. ~~As a~~In the normal course of business, more payoffs ~~are~~were anticipated in the remainder of ~~2019~~2020 from either customers’ cash reserves or refinancing at competing banks and ~~markets.~~markets, however currently lending actions are dominated by requests for modifications and the processing of Payroll Protection Program guaranteed loans. During the first ~~nine~~three months of ~~2019,~~2020, total commercial purpose loans increased and local market portfolio residential mortgages ~~decreased.~~increased, largely from the acquisition of FCBI. Total commercial purpose segments increased ~~$6,031,000,~~$273,693,000, or ~~0.8%~~36.8%, as compared to December 31, ~~2018.~~2019. These loans are spread among diverse categories that include municipal governments/school districts, commercial real estate, commercial real estate construction, and commercial and industrial. Included in the commercial, financial and agricultural category are loans to Pennsylvania school districts, municipalities (including townships) and essential purpose authorities. In most cases, these loans are backed by the general obligation of the local government body. In many cases, these loans are obtained through a bid process with other local and regional banks. The loans are bank qualified for mostly tax free interest income treatment for federal income taxes. These loans totaled ~~$76,370,000~~$71,200,000 at ~~September 30, 2019, a decrease~~March 31, 2020, an increase of ~~17.8%~~11.1% from ~~$92,949,000~~$64,137,000 held at the end of ~~2018;~~2019; these loans are especially subject to refinancing in a declining rate environment. Residential real estate mortgage lending, which includes smaller commercial purpose loans secured by the owner’s home, ~~decreased~~increased by ~~$19,755,000,~~$58,655,000, or ~~3.6%~~11.4%, as compared to December 31, ~~2018.~~2019. These loans are to local borrowers who preferred loan types that would not be sold into the secondary mortgage market. Of the ~~$524,907,000~~$575,039,000 total in residential mortgage loans at ~~September 30, 2019, $144,367,000~~March 31, 2020, $153,869,000 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 ~~1.1%~~0.9% of the portfolio, with automobile-secured loans representing 0.1% of the portfolio.

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020, and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (PPP). As a qualified SBA lender, the Corporation was automatically authorized to originate PPP loans. As of April 16, 2020, the Corporation had received approximately 822 applications for up to $119,000,000 of loans under the PPP. Projected fee income will be approximately $4.5 million, before costs, recognized in future quarters.

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 ~~$292,352,000,~~$364,210,000, or 22.7% of total loans, at ~~September 30, 2019.~~March 31, 2020. These borrowers are geographically dispersed throughout ACNB’s marketplace and are leasing commercial properties to a varied group of tenants including medical offices, retail space, and other commercial purpose facilities. Because of the varied nature of the tenants, in aggregate, management believes that these loans present an acceptable risk when compared to commercial loans in general. ACNB does not originate or hold Alt-A or subprime mortgages in its loan portfolio.

Allowance for Loan Losses

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

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

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

the current estimated fair value of underlying collateral; and,

prevailing market conditions.

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

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

nature and volume of the portfolio and terms of loans;

experience, ability and depth of lending management and staff;

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

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

For March 31, 2020 a special unallocated allowance was developed to quantify a current expected incurred loss as a result of COVID-19. The factor considered the loan mix effects of business likely to be harder hit by quarantine closure orders, the relative amount of COVID-19 modifications requested to date, the estimated regional infection stage and geopolitical factors. A large unknown in this factor is the expected duration of the quarantine period.

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

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

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

other potential exposure in the loan portfolio;

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

other internal or external factors that management believes appropriate at that ~~time.~~

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 ~~2019~~2020 and the resulting allowance at ~~September 30, 2019,~~March 31, 2020, are appropriate given the continuing level of risk in the loan portfolio. Further, management believes the unallocated allowance is appropriate, because even though the impaired loans ~~decreased~~added since ~~2018,~~2019 demonstrate generally low risk due to adequate real estate collateral, the value of such collateral can decrease; plus, the growth in the loan portfolio is

centered around commercial real estate which continues to have little increase in value and low liquidity. In addition, there are certain loans that, although they did not meet the criteria for impairment, management believes there was a strong possibility that these loans represented potential losses at ~~September 30, 2019.~~March 31, 2020. The amount of unallocated portion of the allowance was ~~down~~$1,535,000 at ~~September 30, 2019 as~~March 31, 2020. Before the COVID-19 event, management concluded that the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements. ~~This assessment concluded that credit quality was stable, charge offs were low, and past due loans manageable.~~

Management believes the above methodology ~~accurately~~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.~~portfolio, but a large unanticipated charge-off ($2,000,000) with increased risk from the impact of COVID-19 (an additional $1,500,000). The provision for year-to-date ~~September 30,~~March 31, 2020 and 2019, was $4,000,000 and ~~2018, was $425,000 and $770,000,~~$150,000, respectively. More specifically, as total loans ~~decreased~~increased from year-end ~~2018~~2019 and the provision expense ~~decreased~~increased year over year, the allowance for loan losses was derived with data that most existing impaired credits were, in the opinion of management, adequately collateralized.

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

In June 2016, the FASB issued ASU 2016-13,“Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument. Upon adoption, the change in this accounting guidance could result in an increase in the Corporation’s allowance for loan losses and require the Corporation to record loan losses more rapidly.

In October 2019, FASB voted to delay implementation of the CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules until January 1, 2023. As a result ACNB will likely be able to defer implementation of the CECL standard for a period of time.

The allowance for loan losses at ~~September 30, 2019,~~March 31, 2020, was ~~$13,924,000,~~$15,852,000, or ~~1.08%~~0.99% of loans, as compared to ~~$13,414,000,~~$14,020,000, or ~~1.05%~~1.08% of loans, at ~~September 30, 2018,~~March 31, 2019, and ~~$13,964,000,~~$13,835,000, or ~~1.07%~~1.09% of loans, at December 31, ~~2018.~~2019. The ~~decrease~~increase from year-end resulted from charge-offs ~~7% higher than~~of $1,983,000 net of recoveries and $4,000,000 in provisions, as shown in the table below. In the following discussion, acquired loans from FCBI and New Windsor were recorded at fair value at the acquisition date and are not included in the tables and information below, see more information in Note 89 — “Loans” in the Notes to Consolidated Financial Statements.

Changes in the allowance for loan losses were as follows:

In thousands	Three Months Ended March 31, 2020			Year Ended December 31, 2019			Three Months Ended March 31, 2019
Beginning balance - January 1	$	13,835		$	13,964		$	13,964
Provisions charged to operations		4,000			600			150
Recoveries on charged-off loans		85			188			38
Loans charged-off		(2,068	)		(917	)		(132	)
Ending balance	$	15,852		$	13,835		$	14,020

In thousands

Nine Months Ended
September 30, 2019

Year Ended
December 31, 2018

Nine Months Ended
September 30, 2018

Beginning balance - January 1

$
13,964

$
13,976

$
13,976

Provisions charged to operations

425

1,620

770

Recoveries on charged-off loans

100

178

167

Loans charged-off

(565
)
(1,810
)
(1,499
)
Ending balance

$
13,924

$
13,964

$
13,414

Loans past due 90 days and still accruing were ~~$1,731,000~~$3,037,000 and nonaccrual loans were ~~$3,146,000~~$4,826,000 as of ~~September 30, 2019. $207,000~~March 31, 2020. $175,000 of the nonaccrual balance at ~~September 30, 2019,~~March 31, 2020, were in troubled debt restructured loans. ~~$3,809,000~~$3,758,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were ~~$2,342,000~~$2,871,000 at ~~September 30, 2018,~~March 31, 2019, while nonaccruals were ~~$3,962,000. $2,527,000~~$3,333,000. $2,285,000 of the nonaccrual balance at ~~September 30, 2018,~~March 31, 2019, was in troubled debt restructured loans. ~~$3,907,000~~$3,858,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were ~~$3,345,000~~$1,219,000 at December 31, ~~2018,~~2019, while nonaccruals were ~~$3,417,000. $2,343,000~~$3,919,000. $191,000 of the nonaccrual balance at December 31, ~~2018,~~2019, were in troubled debt restructured loans. ~~$3,883,000~~$3,783,000 of the impaired loans were accruing troubled debt restructured loans. Total additional loans classified as substandard (potential problem loans) at

~~September 30,~~ March 31, 2020, March 31, 2019, ~~September 30, 2018,~~ and December 31, ~~2018,~~2019, were approximately ~~$2,754,000, $1,406,000~~$2,887,000, $2,374,000 and ~~$1,158,000,~~$2,943,000, respectively.

The acquisition of FCBI and New Windsor loans at fair value did not require a provision expense. More specifically, even with the manageable level of nonaccrual loans and with substandard loans in the ~~third~~first quarter of ~~2019,~~2020, a ~~$425,000~~$4,000,000 provision addition to the allowance was necessary due to an unanticipated charge-off of $1,990,000 and a special unallocated allowance for COVID-19 of $1,500,000.

In March 2020, various regulatory agencies, including the ~~detailed adequacy calculation.~~ Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (the agencies), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the Coronavirus. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors” (ASC 310-40), a restructuring of debt constitutes a troubled debt restructuring (TDR) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. The Corporation has received significant numbers of requests to modify loan terms and/or defer principal and/or interest payments, and has agreed to such deferrals or are in the process of doing so.

Details with respect to actual loan modifications are as follows:

Type of Loans	Number of Loans		Deferral Period		Balance		Percentage of Tier 1 Capital
Commercial Purpose		216		3 months	$	132,898,838		53.80%
Consumer Purpose		71		1-3 months		1,498,218		0.61
		287			$	134,397,056

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, 2019,~~March 31, 2020, as compared to December 31, ~~2018,~~2019, is as follows:

Dollars in thousands	Number of Credit Relationships		Balance		Specific Loss Allocations		Current Year Charge-Offs		Location	Originated
March 31, 2020
Owner occupied commercial real estate		7	$	2,828	$	42	$	—	In market		2008- 2017
Investment/rental residential real estate		3		1,939		—		—	In market		2009 - 2015
Commercial and industrial		1		59		36			In market		2012
Total		11	$	4,826	$	78	$	—

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

Dollars in thousands

Number of
Credit
Relationships

Balance

Specific Loss
Allocations

Current
Year
Charge-Offs

Location

Originated

September 30, 2019

Owner occupied commercial real estate

8

$
2,746

$
48

$
—

In market

2007 - 2017

Investment/rental residential real estate

3

400

—

—

In market

2008 - 2015

Total

11

$
3,146

$
48

$
—

December 31, 2018

Owner occupied commercial real estate

5

2,880

—

33

In market

1995 - 2011

Investment/rental residential real estate

2

537

—

376

In market

2008 - 2011

Commercial and industrial

—

—

—

809

In market

2006 - 2015

Total

7

$
3,417

$
—

$
1,218

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

All nonaccrual impaired loans are to borrowers located within the market area served by the Corporation in southcentral Pennsylvania and nearby areas of ~~northern~~ Maryland. All nonaccrual impaired loans were originated by ACNB’s banking subsidiary, ~~between 1995 and 2017~~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 March 31, 2020.

Owner occupied commercial real estate ~~and construction~~ at ~~September 30, 2019,~~March 31, 2020, includes ~~eight~~seven unrelated loan relationships. A $1,061,000 relationship in food service was added in first quarter 2020 after becoming 90 days past due early in the year. Collateral valuation resulted in a $42,000 specific allocation. An ~~$834,000 merger acquired~~$802,000 loan relationship for a light manufacturing enterprise which was performing when acquired is making payments post-bankruptcy filing. The other loans isin this category have balances of less than ~~$390,000~~$280,000 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 ~~2007~~2008 and 2017 and are business loans impacted by specific borrower credit situations. Most loans in this category are making principal payments. Collection efforts will continue unless it is deemed in the best interest of the Corporation to initiate foreclosure procedures. Another loan originated in 2008 and added to nonaccrual in the second quarter of 2017 had a balance of $2,046,000 before being paid off by outside funds in the second quarter 2019. Another $600,000 loan originated in 2009 and added to nonaccrual in the second quarter of 2013 had a balance of $100,000 before being paid off by outside funds in the third quarter 2019.

Investment/rental residential real estate at ~~September 30, 2019,~~March 31, 2020, includes three loan relationships totaling ~~$400,000~~$1,939,000 for which the real estate is collateral and the purpose of which is for speculation, rental, or other non-owner occupied uses. One $1,650,000 participation loan was added in the fourth quarter of 2019 and appears to be adequately collateralized. Another unrelated loan in this category at April 2015, was stayed from further foreclosure action by a bankruptcy filing. A ~~second unrelated loan was added in the second quarter 2019 after a bankruptcy filing and payments ceased. A~~ third loan added in the third quarter of 2019 involves ~~locating the parties~~settling an estate and appears to ~~an estate. An unrelated loan previously in this category was sold at Sheriff’s Sale to a third party and was paid in full after court ratification in the third quarter.~~

be adequately collateralized.

There ~~were no~~was one impaired commercial and industrial ~~loans~~loan at ~~September 30, 2019.~~

March 31, 2020 with a balance of $59,000 and a specific allocation of $36,000; this loan is currently making payments.

The Corporation utilizes a systematic review of its loan portfolio on a quarterly basis in order to determine the adequacy of the allowance for loan losses. In addition, ACNB engages the services of an outside independent loan review function and sets the timing and coverage of loan reviews during the year. The results of this independent loan review are included in the systematic review of the loan portfolio. The allowance for loan losses consists of a component for individual loan impairment, primarily based on the loan’s collateral fair value and expected cash flow. A watch list of loans is identified for evaluation based on internal and external loan grading and reviews. Loans other than those determined to be impaired are grouped into pools of loans with similar credit risk characteristics. These loans are evaluated as groups with allocations made to the allowance based on historical loss experience adjusted for current trends in delinquencies, trends in underwriting and oversight, concentrations of credit, and general economic conditions within the Corporation’s trading area. The provision expense was based on the loans discussed above, as well as current trends in the watch list and the local economy as a whole. The charge-offs discussed elsewhere in this Management’s Discussion and Analysis create the recent loss history experience and result in the qualitative adjustment which, in turn, affects the calculation of losses inherent in the portfolio. The provision for loan losses for ~~2019~~2020 and ~~2018~~2019 was a result of the measurement of the adequacy of the allowance for loan losses at each period.

Premises and Equipment

During the quarter ended June 30, 2016, a building was sold and the Corporation is leasing back a portion of that building. In connection with these transactions, a gain of $1,147,000 was realized, of which $447,000 was recognized in the quarter ended June 30, 2016 and the remaining $700,000 deferred for future recognition over the lease back term. A reduction of lease expense of ~~$53,000~~$18,000 was recognized in the first ~~nine~~three months of ~~2019~~2020 and ~~2018,~~2019, respectively. ACNB valued six buildings acquired from New Windsor at $8,624,000 at July 1, ~~2017.~~

2017 and five properties acquired from FCBI at $7,514,000 at January 11, 2020.

Foreclosed Assets Held for Resale

Foreclosed assets held for resale consists of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. These fair values, less estimated costs to sell, become the Corporation’s new cost basis. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. The carrying value of real estate acquired through foreclosure totaled $0$798,000 for two properties and borrowers at ~~September 30, 2019,~~March 31, 2020, compared to ~~$155,000~~$364,000 for ~~two unrelated~~three properties and borrowers at December 31, ~~2018.~~2019. The ~~decrease~~increase in the carrying value was due to the addition of the two properties including one acquired from FCBI after the three properties from 2019 were sold in ~~2019.~~2020. All properties are actively marketed. The Corporation expects to obtain and market additional foreclosed assets through the remainder of ~~2019;~~2020; however, the total amount and timing is currently not certain.

Deposits

ACNB relies on deposits as a primary source of funds for lending activities with total deposits of ~~$1,417,610,000~~$1,811,357,000 as of ~~September 30, 2019.~~March 31, 2020. Deposits increased by ~~$70,367,000,~~$444,299,000, or ~~5.2%~~32.5%, from ~~September 30, 2018,~~March 31, 2019, to ~~September 30, 2019,~~March 31, 2020, and increased by ~~$69,518,000,~~$399,097,000, or ~~5.2%~~28.3%, from December 31, ~~2018,~~2019, to ~~September 30, 2019.~~March 31, 2020. Deposits acquired from ~~New Windsor~~FCBI totaled ~~$293,333,000~~$329,900,000 on ~~July 1, 2017.~~January 11, 2020. Deposits vary between quarters mostly reflecting different levels held by local government and school districts during different times of the year. ACNB’s deposit pricing function employs a disciplined pricing approach based upon alternative funding rates, but also strives to price deposits to be competitive with relevant local competition, including a local government investment trust, credit unions and larger regional banks. During the recession and subsequent slow recovery, deposit growth mix experienced a shift to transaction accounts as customers put more value in liquidity and FDIC insurance. Products, such as money market accounts and interest-bearing transaction accounts that had suffered declines in past years, continued with recovered balances; however, more recent trends suggest a return to more normal, lower balances. ACNB’s ability to maintain and add to its deposit base may be impacted by the reluctance of consumers to accept ~~low~~community banks’ lower rates (as compared to Internet-based competition) and by larger competition willing to pay above market rates to attract market share. Alternatively, if rates rise rapidly, or when the equity markets are high, funds could leave the Corporation or be priced higher to maintain deposits.

Borrowings

Short-term Bank borrowings are comprised primarily of securities sold under agreements to repurchase and short-term borrowings from the FHLB. As of ~~September 30, 2019,~~March 31, 2020, short-term Bank borrowings were ~~$41,509,000,~~$26,104,000, as compared to ~~$34,648,000~~$33,435,000 at December 31, ~~2018,~~2019, and ~~$38,525,000~~$29,759,000 at ~~September 30, 2018.~~March 31, 2019. Agreements to repurchase accounts are within the commercial and local government customer base and have attributes similar to core deposits. Investment securities are pledged in sufficient amounts to collateralize these agreements. In comparison to year-end ~~2018,~~2019, repurchase agreement balances were ~~up $6,893,000,~~down $7,331,000, or ~~19.9%~~21.9%, due to changes in the cash flow position of ACNB’s commercial and local government customer base and competition from non-bank sources. There were no short-term FHLB borrowings at ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, and~~

~~there were $32,000 in short-term FHLB borrowings at~~or December 31, ~~2018.~~2019. Short-term FHLB borrowings are used to even out Bank funding from seasonal and daily fluctuations in the deposit base. Long-term borrowings consist of longer-term advances from the FHLB that provides term funding of loan assets, and Corporate borrowings that were acquired or originated in regards to the acquisitions. Long-term borrowings totaled ~~$72,068,000~~$71,723,000 at ~~September 30, 2019,~~March 31, 2020, versus ~~$83,516,000~~$66,296,000 at December 31, ~~2018,~~2019, and ~~$84,725,000~~$82,407,000 at ~~September 30, 2018. The Corporation~~March 31, 2019. Long-term borrowings decreased ~~long-term~~13.0% from March 31, 2019. $18.5 million was the net decrease to FHLB term Bank borrowings ~~14.9% from September 30, 2018.~~to balance loan demand and deposit growth. FHLB fixed-rate term Bank advances that matured after the first quarter of 2019 were not renewed due to adequate deposit funding sources. A second quarter 2017 $4.6 million Corporation loan was paid down to ~~$2.0~~$1.7 million outstanding balance on a borrowing from a local bank that had been made to fund the cash payment to shareholders of the New Windsor acquisition. RIG borrowed $1.0 million from a local bank at the end of the third quarter 2018 to fund a book of business ~~purchase,~~purchase. The balance of this loan at ~~September 30, 2019~~March 31, 2020 was ~~$900,000. $10.0~~$600,000. In addition, $5 million and $8.7 million was the net decrease to FHLB borrowings to balance loan demand and deposit growth. Laddered FHLB fixed-rate term advances that matured in 2019 were not renewed due to adequate deposit funding sources. $5 million was subordinatedCorporation debt acquired from New ~~Windsor.~~Windsor and FCBI, respectively. Please refer to theLiquidity 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 ~~stockholders,~~shareholders, while maintaining its “well-capitalized” regulatory position in relationship to its risk exposure. Total ~~stockholders’~~shareholders’ equity was ~~$186,074,000~~$246,994,000 at ~~September 30, 2019,~~March 31, 2020, compared to ~~$168,137,000~~$189,516,000 at December 31, ~~2018,~~2019, and ~~$164,512,000~~$173,793,000 at ~~September 30, 2018. Stockholders’~~March 31, 2019. Shareholders’ equity increased in the first ~~nine~~three months of ~~2019~~2020 by ~~$17,937,000~~$57,478,000 primarily due to the equity consideration of the FCBI acquisition, net of $(3,390,000) in ~~part to $13,489,000 in~~retained earnings ~~retained in capital.~~

from the first quarter loss.

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

The acquisition of FCBI resulted in 1,590,547 new ACNB shares of common stock issued to the FCBI shareholders valued $57,721,000.

A ~~$3,407,000~~$3,333,000 decrease in accumulated other comprehensive loss was a result of a net increase in the fair value of the investment portfolio and changes in the net funded position of the defined benefit pension plan. Other comprehensive income or loss is mainly caused by fixed-rate investment securities gaining or losing value in different interest rate environments and changes in the net funded position of the defined benefit pension plan.

The primary source of additional capital to ACNB is earnings retention, which represents net income less dividends declared. During the first ~~nine~~three months of 2020, ACNB earned $(1,223,000) and paid dividends of $2,167,000 for a dividend payout ratio of (177.2)%. During the first three months of 2019, ACNB earned ~~$18,640,000~~$5,864,000 and paid dividends of ~~$5,151,000~~$1,621,000 for a dividend payout ratio of 27.6%. ~~During the first nine months of 2018, ACNB earned $16,459,000 and paid dividends of $4,642,000 for a dividend payout ratio of 28.2%.~~

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,~~March 31, 2020, shares were provided to participants by open market purchases. Year-to-date March 31, 2019, ~~12,504~~3,662 shares were issued under this plan with proceeds in the amount of ~~$328,000. Year-to-date September 30, 2018, 11,822 shares~~$13,000. Proceeds were ~~issued under this plan with proceeds in the amount of $391,000. Proceeds are~~ used for general corporate purposes.

ACNB Corporation has a Restricted Stock plan available to selected officers and employees of the Bank, to advance the best interest of ACNB Corporation and its shareholders. The plan provides those persons who have responsibility for its growth with additional incentive by allowing them to acquire an ownership in ACNB Corporation and thereby encouraging them to contribute to the success of the Corporation. As of ~~September 30, 2019,~~March 31, 2020, there were 25,945 shares of common stock granted as restricted stock awards to employees of the subsidiary bank. The restricted stock plan expired by its own terms after 10 years on February 24, 2019, and no further shares may be issued under the plan. Proceeds are used for general corporate purposes.

On May 1, 2018, stockholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that are authorized, but not issued, under the 2009 Restricted Stock Plan. As of ~~September 30, 2019,~~March 31, 2020, 16,115 shares were issued under this plan and 557,940 shares were available for grant. Proceeds are used for general corporate purposes.

ACNB is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on ACNB. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, ACNB must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and

reclassifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require ACNB to maintain minimum amounts and ratios of total and Tier 1 capital to average assets. Management believes, as of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, that ACNB’s banking subsidiary met all minimum capital adequacy requirements to which it is subject and is categorized as “well capitalized” for regulatory purposes. There are no subsequent conditions or events that management believes have changed the banking subsidiary’s category.

Regulatory Capital Changes

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

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

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

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

a minimum leverage ratio of 4.0%.

In addition, the final rules establish a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments. The phase-in period for the capital conservation and countercyclical capital buffers for all banking organizations began on January 1, 2016.

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

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

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

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

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

The Corporation calculated regulatory ratios as of ~~September 30, 2019,~~March 31, 2020, and confirmed no material impact on the capital,

operations, liquidity, and earnings of the Corporation and the banking subsidiary from the changes in the regulations.

Risk-Based Capital

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

The banking subsidiary’s capital ratios are as follows:

	March 31, 2020		December 31, 2019		To Be Well Capitalized Under Prompt Corrective Action Regulations
Tier 1 leverage ratio (to average assets)		10.21%		9.93%		5.00%
Common Tier 1 capital ratio (to risk-weighted assets)		13.83%		14.13%		6.50%
Tier 1 risk-based capital ratio (to risk-weighted assets)		13.83%		14.13%		8.00%
Total risk-based capital ratio		14.86%		15.28%		10.00%

September 30, 2019

December 31, 2018

To Be Well Capitalized
Under Prompt
Corrective Action
Regulations

Tier 1 leverage ratio (to average assets)

9.97
%
9.44
%
5.00
%
Common Tier 1 capital ratio (to risk-weighted assets)

13.72
%
12.89
%
6.50
%
Tier 1 risk-based capital ratio (to risk-weighted assets)

13.72
%
12.89
%
8.00
%
Total risk-based capital ratio

14.87
%
14.07
%
10.00
%

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 will be 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 will opt into the CBLR framework on March 31, 2020.

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, 2019,~~March 31, 2020, ACNB’s banking subsidiary had a borrowing capacity of approximately ~~$707,508,000~~$700,512,000 from the FHLB, of which ~~$613,268,000~~$626,546,000 was available. Because of various restrictions and requirements on utilizing the available balance, ACNB considers ~~$460,000,000~~$470,000,000 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 ~~$41,509,000~~$26,104,000 and ~~$34,616,000~~$33,435,000 at ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, respectively. These agreements vary in balance according to the cash flow needs of customers and competing accounts at other financial organizations.

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

ACNB manages liquidity by monitoring projected cash inflows and outflows on a daily basis, and believes it has sufficient funding sources to maintain sufficient liquidity under varying degrees of business conditions.

Off-Balance Sheet Arrangements

The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and, to a lesser extent, standby letters of credit. At ~~September 30, 2019,~~March 31, 2020, the Corporation had unfunded outstanding commitments to extend credit of approximately ~~$311,792,000~~$373,604,000 and outstanding standby letters of credit of approximately ~~$6,905,000.~~$12,213,000. 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.

~~Proposed~~ Acquisition of ~~FCBI~~Frederick County Bancorp, Inc.

~~On July 2 and 3, 2019,~~ACNB Corporation, the ~~Corporation filed Forms 8-K with~~parent financial holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC-insured community bank, headquartered in Gettysburg, Pennsylvania, completed the ~~Securities and Exchange Commission announcing the execution~~acquisition of ~~a definitive agreement whereby~~ Frederick County Bancorp, Inc. (FCBI), and its wholly-owned subsidiary, Frederick County Bank, headquartered in Frederick, Maryland, ~~will be~~effective January 11, 2020. FCBI was merged with and into ana wholly-owned subsidiary of ACNB ~~acquisition subsidiary and, as soon as possible thereafter,~~Corporation immediately followed by the merger of Frederick County Bank ~~FCBI’s wholly-owned subsidiary, will merge~~ with and into ACNB Bank. ~~With the consummation of the acquisition,~~ ACNB Bank will operate ~~former Frederick County Bank locations~~ in the Frederick County, Maryland, market as “FCB Bank, A Division of ACNB Bank”. ~~One director from~~

Under the terms of the Reorganization Agreement, FCBI ~~will join the boards of directors~~stockholders received 0.9900 share of ACNB and ACNB Bank, respectively. Based on the financial results as of March 31, 2019, the combined company would have pro forma total assets of $2.2 billion, total deposits of $1.8 billion, and total loans of $1.7 billion. The transaction has been unanimously approved by the boards of directors of both companies. It is subject to FCBI stockholder approval of the transaction, ACNB shareholder approval of the issuance of ACNBCorporation common stock for each share of FCBI common stock that they owned as of the ~~transaction, regulatory approvals,~~closing date. As a result, ACNB Corporation issued 1,590,547 shares of its common stock and ~~other customary closing conditions. Currently,~~cash in exchange for fractional shares based upon $36.43, the ~~transaction is expected to close~~determined market share price of ACNB Corporation common stock in accordance with the Reorganization Agreement.

With the combination of the two organizations, ACNB Corporation, on a consolidated basis, has approximately $2.2 billion in assets, $1.8 billion in deposits, and $1.6 billion in loans with 33 community banking offices and three loan offices located in the ~~first quarter~~counties of ~~2020, after all such conditions are met. Approximately 1,600,596 shares~~Adams, Cumberland, Franklin, Lancaster and York in Pennsylvania and the counties of ~~ACNB common stock are currently expected to be issued~~Baltimore, Carroll and Frederick in ~~connection with the FCBI acquisition at closing.~~Maryland. Further discussion of the risk factors involved with the merger of FCBI into the Corporation can be found in Part II, Item 1A - Risk Factors.

RECENT DEVELOPMENTS

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

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

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT (DODD-FRANK) - In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. Dodd-Frank was intended to effect a fundamental restructuring of federal banking regulation. Among other things, Dodd-Frank created the Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate

financial firms. Dodd-Frank additionally created a new independent federal regulator to administer federal consumer protection laws. Dodd-Frank has had and will continue to have a significant impact on ACNB’s business operations as its provisions take effect. It is expected that, as various implementing rules and regulations are released, they will increase ACNB’s operating and compliance costs and could increase the banking subsidiary’s interest expense. Among the provisions that are likely to affect ACNB are the following:

Holding Company Capital Requirements

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

Deposit Insurance

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

Corporate Governance

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

Prohibition Against Charter Conversions of Troubled Institutions

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

Interstate Branching

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

Limits on Interstate Acquisitions and Mergers

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

Limits on Interchange Fees

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

Consumer Financial Protection Bureau

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

ABILITY-TO-REPAY AND QUALIFIED MORTGAGE RULE - Pursuant to Dodd-Frank as highlighted above, the CFPB issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine the consumer’s ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (1) current or reasonably expected income or assets; (2) current employment status; (3) the monthly payment on the covered transaction; (4) the monthly payment on any simultaneous loan; (5) the monthly payment for mortgage-related obligations; (6) current debt obligations, alimony, and child support; (7) the monthly debt-to-income ratio or residual income; and, (8) credit history. Alternatively, the mortgage lender can originate “qualified mortgages”, which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Loans which meet these criteria will be considered qualified mortgages and, as a result, generally protect lenders from fines or litigation in the event of foreclosure. Qualified mortgages that are “higher-priced” (e.g., subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g., prime loans) are given a safe harbor of compliance. The impact of the final rule, and the subsequent amendments thereto, on the Corporation’s lending activities and the Corporation’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential effects on the Corporation’s business.

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

SUPERVISION AND REGULATION

Dividends

ACNB is a legal entity separate and distinct from its subsidiary bank. ACNB’s revenues, on a parent company only basis, result primarily from dividends paid to the Corporation by its subsidiaries. Federal and state laws regulate the payment of dividends by ACNB’s subsidiary bank. For further information, please refer toRegulation of Bank below.

Regulation of Bank

The operations of the subsidiary bank are subject to statutes applicable to banks chartered under the banking laws of Pennsylvania, to state nonmember banks of the Federal Reserve, and to banks whose deposits are insured by the FDIC. The subsidiary bank’s operations are also subject to regulations of the Pennsylvania Department of Banking and Securities, Federal Reserve, and FDIC.

The Pennsylvania Department of Banking and Securities, which has primary supervisory authority over banks chartered in Pennsylvania, regularly examines banks in such areas as reserves, loans, investments, management practices, and other aspects of operations. The subsidiary bank is also subject to examination by the FDIC for safety and soundness, as well as consumer compliance. These examinations are designed for the protection of the subsidiary bank’s depositors rather than ACNB’s shareholders. The subsidiary bank must file quarterly and annual reports to the Federal Financial Institutions Examination Council, or FFIEC.

Monetary and Fiscal Policy

ACNB and its subsidiary bank are affected by the monetary and fiscal policies of government agencies, including the Federal Reserve and FDIC. Through open market securities transactions and changes in its discount rate and reserve requirements, the Board of Governors of the Federal Reserve exerts considerable influence over the cost and availability of funds for lending and investment. The nature and impact of monetary and fiscal policies on future business and earnings of ACNB cannot be predicted at this time. From time to time, various federal and state legislation is proposed that could result in additional regulation of, and restrictions on, the business of ACNB and the subsidiary bank, or otherwise change the business environment. Management cannot predict whether any of this legislation will have a material effect on the business of ACNB.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management monitors and evaluates changes in market conditions on a regular basis. Based upon the most recent review, management has determined that there have been no material changes in market risks since year-end ~~2018.~~2019. For further discussion of year-end information, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

ITEM 4 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in periodic SEC filings.

Disclosure controls and procedures are Corporation controls and other procedures that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Corporation’s internal control over financial reporting during the quarterly period ended ~~September 30, 2019,~~March 31, 2020, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

PART II - OTHER INFORMATION

ACNB CORPORATION

ITEM 1 - LEGAL PROCEEDINGS

As of ~~September 30, 2019,~~March 31, 2020, there were no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which ACNB or its subsidiaries are a party or by which any of their assets are the subject, which could have a material adverse effect on ACNB or its subsidiaries or their results of operations. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation or its subsidiaries by governmental authorities.

ITEM 1A - RISK FACTORS

Management has reviewed the risk factors that were previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. In addition to the risk factors as previously disclosed in the Form 10-K, management has identified the following additional risk factors:

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

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

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

A NEW ACCOUNTING STANDARD MAY REQUIRE ACNB TO INCREASE ITS ALLOWANCE FOR LOAN LOSSES AND MAY HAVE A MATERIAL ADVERSE EFFECT ON ACNB’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In June 2016, the FASB issued ASU 2016-13,Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, ACNB will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current US GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, ACNB expects that the adoption of the CECL model will materially affect how ACNB determines the allowance for loan losses and could require ACNB to significantly increase the allowance. Moreover, the CECL model may create more volatility in the level of ACNB’s allowance for loan losses. If ACNB is required to materially increase the level of allowance for loan losses for any reason, such increase could adversely affect ACNB’s business, financial condition, and results of operations.

Until recently, the new CECL standard was expected to become effective for ACNB on January 1, 2020, and for interim periods within that year. In October 2019, FASB voted to delay implementation of the new CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules, until January 1, 2023. ACNB currently expects to continue to qualify as a smaller reporting company, based upon the current SEC definition, and as a result will likely be able to defer implementation of the new CECL standard for a period of time. Nevertheless, ACNB continues to evaluate the impact the CECL model will have on the accounting for credit losses, but ACNB expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. ACNB cannot yet determine the magnitude of such one-time cumulative-effect adjustment or of the overall impact of the new standard on ACNB’s business, financial condition, and results of operations.

LITIGATION AND REGULATORY ACTIONS, INCLUDING POSSIBLE ENFORCEMENT ACTIONS, COULD SUBJECT ACNB AND ITS SUBSIDIARIES TO SIGNIFICANT FINES, PENALTIES, JUDGMENTS, OR OTHER REQUIREMENTS RESULTING IN INCREASED EXPENSES OR RESTRICTIONS ON BUSINESS ACTIVITIES.

In the normal course of business, from time to time, ACNB or its subsidiaries may be named as a defendant in various legal actions, arising in connection with current and/or prior business activities. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, ACNB or its subsidiary bank may in the future be subject to consent orders or other formal or informal enforcement agreements with regulators. They may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding current and/or prior business activities. Any such legal or regulatory actions may subject ACNB or its subsidiaries to substantial compensatory or punitive damages, significant fines, penalties, obligations to change business practices, or other requirements resulting in increased expenses, diminished income, and damage to their reputation. Involvement in any such matters, whether tangential or otherwise, and even if the matters are ultimately determined in their favor, could also cause significant harm to their reputation and divert management attention from the operation of their

business. Further, any settlement, consent order, other enforcement agreement or adverse judgment in connection with any formal or informal proceeding or investigation by governmental agencies may result in litigation, investigations or proceedings as other litigants and governmental agencies begin independent reviews of the same activities. As a result, the outcome of legal and regulatory actions could have a material adverse effect on ACNB’s business, financial condition, and results of operations.

RISKS RELATING TO THE MERGER OF FREDERICK COUNTY BANCORP, INC. (FCBI) INTO ACNB CORPORATION

ACNB WILL INCUR SIGNIFICANT TRANSACTION AND MERGER-RELATED COSTS IN CONNECTION WITH THE MERGER.

ACNB expects to incur costs associated with combining the operations of the two companies. ACNB is formulating detailed integration plans to deliver planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of ACNB and FCBI. Whether or not the merger is consummated, ACNB will incur substantial expenses, such as legal, accounting, printing, contract termination and financial advisory fees, in pursuing the merger. Although ACNB expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

~~SOME OF THE CONDITIONS TO CLOSING OF THE MERGER MAY RESULT IN DELAY OR PREVENT COMPLETION OF THE MERGER, WHICH MAY ADVERSELY AFFECT THE VALUE OF ACNB’S SECURITIES.~~

Completion of the merger is conditioned upon the receipt of certain governmental consents and approvals, including consents and approvals required by the Federal Reserve Board, FDIC, Pennsylvania Department of Banking and Securities, and Commissioner of Financial Regulation for the State of Maryland. Failure to obtain these consents would prevent consummation of the merger. Even if the approvals are obtained, the effort involved may delay consummation of the merger. Governmental authorities may also impose conditions in connection with the merger that may adversely affect ACNB’s operations after the merger. However, ACNB is not required to take any action or agree to any condition or restriction in connection with obtaining any approvals that would reasonably be expected to have a material adverse effect on ACNB or the combined company.

THE MERGER MAY DISTRACT ACNB’S MANAGEMENT TEAM FROM THEIR OTHER RESPONSIBILITIES.

The merger could cause the management of ACNB to focus their time and energies on matters related to the merger that otherwise would be directed to the Corporation’s business and operations. Any such distraction on the part of management, if significant, could affect management’s ability to service existing business, develop new business, and adversely affect the combined company’s business and earnings following the merger.

POST-MERGER INTEGRATION AND OPERATIONS MAY FAIL TO ACHIEVE EXPECTED RESULTS.

The success of the transaction depends heavily on a smooth integration and post-merger operations of ACNB. Benefits of the transaction to shareholders may not be realized if the post-merger integration is not well executed or well received by each company’s historical customers.

ACNB MAY FAIL TO REALIZE THE COST SAVINGS IT EXPECTS TO ACHIEVE FROM THE MERGER.

The success of the merger will depend, in part, on ACNB’s ability to realize the estimated cost savings from combining the businesses of ACNB and FCBI. While ACNB believes that the cost savings estimates are achievable, it is possible that the potential cost savings could be more difficult to achieve than ACNB anticipates. ACNB’s cost savings estimates also depend on its ability to combine the businesses of ACNB and FCBI in a manner that permits those cost savings to be realized. If ACNB’s estimates are incorrect or it is unable to combine the two companies successfully, the anticipated cost savings may not be realized fully or at all, or may take longer to realize than expected.

COMBINING ACNB AND FCBI MAY BE MORE DIFFICULT, COSTLY, OR TIME-CONSUMING THAN EXPECTED.

ACNB and FCBI have operated, and, until the completion of the merger, will continue to operate, independently. Following completion of the merger, the combination process could result in the loss of key employees, disruption of ACNB’s ongoing business, and inconsistencies in standards, controls, procedures and policies that adversely affect ACNB’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the merger. As with any merger of financial

institutions, there also may be disruptions that cause ACNB to lose customers or cause customers to withdraw their deposits from ACNB, or have other unintended consequences, that could have a material adverse effect on ACNB’s financial condition and results of operations.

~~LITIGATION AGAINST ACNB OR FCBI, OR THE MEMBERS OF THE ACNB OR FCBI BOARD OF DIRECTORS, COULD PREVENT OR DELAY THE COMPLETION OF THE MERGER.~~

While ACNB and FCBI believe that any claims that may be asserted by purported shareholder plaintiffs related to the merger would be without merit, the results of any such potential legal proceedings are difficult to predict and such legal proceedings could delay or prevent the merger from being completed in a timely manner. If litigation were to be commenced related to the merger, such litigation could affect the likelihood of obtaining the required approvals from ACNB shareholders and FCBI stockholders. Moreover, any litigation could be time consuming and expensive, and could divert the attention of the management of ACNB and FCBI away from their regular business. Any lawsuit adversely resolved against ACNB, FCBI, or members of the ACNB or FCBI board of directors could have a material adverse effect on each company’s business, financial condition, and results of operations.

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

On November 3, 2008, the Corporation announced a plan to purchase up to 120,000 shares of its outstanding common stock. There were no treasury shares purchased under this plan during the quarter ended ~~September 30, 2019.~~March 31, 2020. The maximum number of shares that may yet be purchased under this stock repurchase plan is 57,400.

On May 5, 2009, shareholders approved and ratified the ACNB Corporation 2009 Restricted Stock Plan, effective as of February 24, 2009, in which awards shall not exceed, in the aggregate, 200,000 shares of common stock. As of ~~September 30, 2019,~~March 31, 2020, there were 25,945 shares of common stock granted as restricted stock awards to employees of the subsidiary bank. The restricted stock plan expired by its own terms after 10 years on February 24, 2019, and no further shares may be issued under the plan. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan was filed with the Securities and Exchange Commission on January 4, 2013. Post-Effective Amendment No. 1 to this Form S-8 was filed with the Commission on March 8, 2019, effectively transferring the 174,055 authorized, but not issued, shares under the ACNB Corporation 2009 Restricted Stock Plan to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.

On May 5, 2009, shareholders approved and adopted the amendment to the Articles of Incorporation of ACNB Corporation to authorize up to 20,000,000 shares of preferred stock, par value $2.50 per share. As of ~~September 30, 2019,~~March 31, 2020, there were no issued or outstanding shares of preferred stock.

On January 24, 2011, the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan was introduced for shareholders of record. This plan provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate in the plan. As of ~~September 30, 2019,~~March 31, 2020, there were ~~165,776~~170,596 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, 2019,~~March 31, 2020, there were 16,115 shares issued under this plan. The maximum number of shares that may yet be granted under this plan is 557,940. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2018 Omnibus Stock Incentive Plan was filed with the Securities and Exchange Commission on March 8, 2019. In addition, on March 8, 2019, the Corporation filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan to add the ACNB Corporation 2018 Omnibus Stock Incentive Plan to the registration statement.

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

ITEM 4 - MINE SAFETY DISCLOSURES - NOT APPLICABLE.

ITEM 5 - OTHER INFORMATION - NOTHING TO REPORT.

5863

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 ~~May 7, 2018.~~April 27, 2020.)

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

Exhibit 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.

Exhibit 101.SCH	XBRL Taxonomy Extension Schema.

Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase.

Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase.

6166

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~~May 1, ~~2019~~ 2020	/s/ James P. Helt
		James P. Helt
		President & Chief Executive Officer

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

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)

Title of each class		Symbol		Name of each exchange on which registered
Common Stock, $2.50 par value per share		ACNB		The NASDAQ Stock Market, LLC

Large accelerated filer☐o		Accelerated filerx	☒

Non-accelerated filer☐o		Smaller reporting companyx		☒

Emerging growth companyo	☐

Dollars in thousands, except per share data	September 30, 2019			September 30, 2018			December 31, 2018			March 31, 2020			March 31, 2019			December 31, 2019

ASSETS

Cash and due from banks	$	22,999		$	18,145		$	20,105		$	23,169		$	18,068		$	16,878
Interest bearing deposits with banks	94,716			45,551			20,800				106,001			43,285			97,478

Total Cash and Cash Equivalents	117,715			63,696			40,905				129,170			61,353			114,356

Equity securities with readily determinable fair values	2,032			1,743			1,839				1,888			1,872			2,106
Debt securities available for sale	184,678			162,957			161,730				253,048			160,949			190,837
Securities held to maturity, fair value $22,518; $32,767; $26,911	22,443			33,517			27,266
Securities held to maturity, fair value $18,565; $25,871; $19,281											18,090			26,073			19,234
Loans held for sale	3,010			1,112			408				4,786			300			2,406
Loans, net of allowance for loan losses $13,924; $13,414; $13,964	1,274,361			1,259,032			1,288,501
Loans, net of allowance for loan losses $15,852; $14,020; $13,835											1,590,187			1,287,315			1,258,766
Premises and equipment	25,411			26,097			26,409				34,506			26,046			25,724
Right of use asset	3,662			—			—
Right of use assets											5,974			3,804			3,502
Restricted investment in bank stocks	3,905			4,529			4,336				3,701			4,382			3,644
Investment in bank-owned life insurance	50,372			46,242			48,003				62,306			49,768			50,663
Investments in low-income housing partnerships	1,597			2,096			1,871				1,474			1,780			1,506
Goodwill	19,580			19,580			19,580				41,700			19,580			19,580
Intangible assets	4,580			2,628			4,407				7,684			4,303			4,427
Foreclosed assets held for resale	—			63			155				798			48			364
Other assets	22,503			24,507			22,314				24,753			23,586			23,138

Total Assets	$	1,735,849		$	1,647,799		$	1,647,724		$	2,180,065		$	1,671,159		$	1,720,253

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Deposits:
Non-interest bearing	$	322,594		$	292,389		$	302,394		$	433,923		$	320,351		$	314,377
Interest bearing	1,095,016			1,054,854			1,045,698				1,377,434			1,046,707			1,097,883

Total Deposits	1,417,610			1,347,243			1,348,092				1,811,357			1,367,058			1,412,260

Short-term borrowings	41,509			38,525			34,648				26,104			29,759			33,435
Long-term borrowings	72,068			84,725			83,516				71,723			82,407			66,296
Lease liability	3,662			—			—
Lease liabilities											6,047			3,804			3,502
Other liabilities	14,926			12,794			13,331				17,840			14,338			15,244

Total Liabilities	1,549,775			1,483,287			1,479,587				1,933,071			1,497,366			1,530,737

STOCKHOLDERS’ EQUITY
Preferred stock, $2.50 par value; 20,000,000 shares authorized; no shares outstanding	—			—			—				—			—			—
Common stock, $2.50 par value; 20,000,000 shares authorized; 7,137,139, 7,104,824 and 7,108,620 shares issued; 7,074,539, 7,042,224 and 7,046,020 shares outstanding	17,843			17,762			17,772
Common stock, $2.50 par value; 20,000,000 shares authorized; 8,732,506, 7,112,282 and 7,141,959 shares issued; 8,669,906, 7,049,682 and 7,079,359 shares outstanding											21,819			17,781			17,855
Treasury stock, at cost (62,600 shares)	(728		)	(728		)	(728		)		(728	)		(728	)		(728	)
Additional paid-in capital	39,418			38,321			38,448				93,150			38,578			39,579
Retained earnings	135,351			118,192			121,862				135,273			126,105			138,663
Accumulated other comprehensive loss	(5,810		)	(9,035		)	(9,217		)		(2,520	)		(7,943	)		(5,853	)

Total Stockholders’ Equity	186,074			164,512			168,137				246,994			173,793			189,516

Total Liabilities and Stockholders’ Equity	$	1,735,849		$	1,647,799		$	1,647,724		$	2,180,065		$	1,671,159		$	1,720,253

	Three Months Ended September 30,						Nine Months Ended September 30
In thousands	2019			2018			2019			2018
Service cost	$	174		$	215		$	522		$	645
Interest cost	303			274			909			822
Expected return on plan assets	(637		)	(693		)	(1,911		)	(2,077		)
Amortization of net loss	212			129			637			386

Net Periodic Benefit Expense	$	52		$	(75	)	$	157		$	(224	)

	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, 2019
U.S. Government and agencies	$	—	$	—	$	58,405	$	261	$	58,405	$	261
Mortgage-backed securities, residential	7,567		66		667		1		8,234		67
State and municipal	—		—		866		2		866		2
	$	7,567	$	66	$	59,938	$	264	$	67,505	$	330

DECEMBER 31, 2018
U.S. Government and agencies	$	1,997	$	5	$	87,216	$	2,144	$	89,213	$	2,149
Mortgage-backed securities, residential	9,410		134		8,586		209		17,996		343
State and municipal	—		—		2,696		36		2,696		36
	$	11,407	$	139	$	98,498	$	2,389	$	109,905	$	2,528

SECURITIES HELD TO MATURITY

SEPTEMBER 30, 2019
U.S. Government and agencies	$	—	$	—	$	2,996	$	4	$	2,996	$	4
Mortgage-backed securities, residential	1,177		2		3,425		6		4,602		8
	$	1,177	$	2	$	6,421	$	10	$	7,598	$	12

DECEMBER 31, 2018
U.S. Government and agencies	$	2,975	$	25	$	3,956	$	44	$	6,931	$	69
Mortgage-backed securities, residential	5,408		59		12,636		231		18,044		290
	$	8,383	$	84	$	16,592	$	275	$	24,975	$	359

In thousands	Pass		Special Mention		Substandard		Doubtful		Total
DECEMBER 31, 2018
Originated Loans
Commercial and industrial	$	166,035	$	2,902	$	161	$	—	$	169,098
Commercial real estate	393,987		18,079		7,899		—		419,965
Commercial real estate construction	15,471		835		—		—		16,306
Residential mortgage	381,525		6,492		733		—		388,750
Home equity lines of credit	90,941		334		—		—		91,275
Consumer	14,174		—		—		—		14,174
Total Originated Loans	1,062,133		28,642		8,793		—		1,099,568
Acquired Loans
Commercial and industrial	4,803		134		147		—		5,084
Commercial real estate	120,321		5,112		3,525		—		128,958
Commercial real estate construction	3,276		716		—		—		3,992
Residential mortgage	41,193		1,896		2,460		—		45,549
Home equity lines of credit	18,614		88		386		—		19,088
Consumer	226		—		—		—		226
Total Acquired Loans	188,433		7,946		6,518		—		202,897
Total Loans
Commercial and industrial	170,838		3,036		308		—		174,182
Commercial real estate	514,308		23,191		11,424		—		548,923
Commercial real estate construction	18,747		1,551		—		—		20,298
Residential mortgage	422,718		8,388		3,193		—		434,299
Home equity lines of credit	109,555		422		386		—		110,363
Consumer	14,400		—		—		—		14,400
Total Loans	$	1,250,566	$	36,588	$	15,311	$	—	$	1,302,465

In thousands	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Balance at beginning of period	$	891		$	1,234
Acquisitions of impaired loans	—			—
Reclassification from non-accretable differences	393			288
Accretion to loan interest income	(607		)	(490		)
Balance at end of period	$	677		$	1,032

					Net Amounts		Gross Amounts Not Offset
			Gross		of Liabilities		in the Statements of
			Amounts		Presented in		Condition
	Gross Amounts		Offset in the		the					Cash
	of Recognized		Statements of		Statements		Financial			Collateral		Net
In thousands	Liabilities		Condition		of Condition		Instruments			Pledged		Amount
September 30, 2019
Repurchase agreements
Commercial customers and government entities (a)	$	41,509	$	—	$	41,509	$	(41,509	)	$	—	$	—

December 31, 2018
Repurchase agreements
Commercial customers and government entities (a)	$	34,616	$	—	$	34,616	$	(34,616	)	$	—	$	—

In thousands	Nine Months Ended September 30, 2019			Year Ended December 31, 2018			Nine Months Ended September 30, 2018
Beginning balance - January 1	$	13,964		$	13,976		$	13,976
Provisions charged to operations	425			1,620			770
Recoveries on charged-off loans	100			178			167
Loans charged-off	(565		)	(1,810		)	(1,499		)
Ending balance	$	13,924		$	13,964		$	13,414

Dollars in thousands	Number of Credit Relationships	Balance		Specific Loss Allocations		Current Year Charge-Offs		Location	Originated
September 30, 2019
Owner occupied commercial real estate	8	$	2,746	$	48	$	—	In market	2007 - 2017
Investment/rental residential real estate	3	400		—		—		In market	2008 - 2015
Total	11	$	3,146	$	48	$	—

December 31, 2018
Owner occupied commercial real estate	5	2,880		—		33		In market	1995 - 2011
Investment/rental residential real estate	2	537		—		376		In market	2008 - 2011
Commercial and industrial	—	—		—		809		In market	2006 - 2015
Total	7	$	3,417	$	—	$	1,218