ACNB CORP
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 7, 2024
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Notes to Consolidated Financial Statements
Note 1 - Basis of Presentation and Nature of Operations
ACNB Corporation, headquartered in Gettysburg, Pennsylvania, provides banking, insurance, and financial services to businesses and consumers through its wholly-owned subsidiaries, ACNB Bank and ACNB Insurance Services. The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its 27 community banking offices, including 18 community banking office locations in Adams, Cumberland, Franklin, Lancaster and York Counties, Pennsylvania, andnine community banking office locations in Carroll and Frederick Counties, Maryland. There are also loan production offices in York, Pennsylvania, and Hunt Valley, Maryland.
ACNB Insurance Services is a full-service insurance agency based in Westminster, Maryland, with additional locations in Jarrettsville, Maryland, and Gettysburg, Pennsylvania. The agency offers a broad range of property, casualty, health, life and disability insurance to both individual and commercial clients.
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. The Corporation evaluates subsequent events through the filing date of this Form 10-Q with the SEC. The results of operations for the three and nine month periods ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year.
Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. Reclassifications had no material effect on prior year net income or stockholders’ equity.
Pending Merger
On July 23, 2024, ACNB entered into an Agreement and Plan of Merger with Traditions Bancorp, Inc., holding company for Traditions Bank, York, Pennsylvania, whereby ACNB will acquire Traditions and Traditions Bank in an all-stock transaction. Pursuant to the terms of the Definitive Agreement, Traditions shareholders will receive 0.7300 shares of ACNB common stock for each share of Traditions common stock that they own as of the closing date. Based on the 20-day Volume Weighted Average Price of ACNB common stock as of July 19, 2024, the transaction is valued at $73.5 million or $26.43 per share.
As of September 30, 2024 and December 31, 2023, Traditions had total assets of $860.0 million and $840.1 million, respectively, total loans of $683.2 million and $668.8 million, respectively, and total deposits of $740.0 million and $731.1 million, respectively. Common shares outstanding totaled 2,754,062 and 2,736,544 at September 30, 2024 and December 31, 2023, respectively. Traditions Bank operates eight full-service branches in South Central Pennsylvania. The transaction is subject to regulatory approvals and satisfaction of customary closing conditions, including approval from ACNB and Traditions shareholders. Currently, the transaction is expected to close in the first quarter of 2025.
Significant Accounting Policies
The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Corporation’s 2023 Annual Report on Form 10-K. Those significant accounting policies are unchanged at September 30, 2024.
Recently Issued Accounting Standards
In December 2022, the FASB issued ASU 2022-06, “Deferral of the Sunset Date of Reference Rate Reform (Topic 848)”. This ASU extends the sunset date of ASC Topic 848 (Reference Rate Reform) to December 31, 2024, in response to the United Kingdom’s FCA extension of the intended cessation date of LIBOR in the United States. The Corporation evaluated the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)”. The amendments in this ASU are expected to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-07 should be applied retrospectively to all periods presented on the financial statements. The Corporation adopted the amendments of ASU 2023-07 related to annual disclosure requirements effective January 1, 2024, and will present any newly required annual disclosures in its Annual Report on Form 10-K for the year ending December 31, 2024 and intends to adopt the amendments of ASU 2023-07 related to interim disclosure requirements effective January 1, 2025, and will present any newly required interim disclosures beginning with its Quarterly Report on Form 10-Q for the period ending March 31, 2025. Adoption of this standard is not expected to have a material impact on the Corporation’s Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)”. This ASU is intended to improve the disclosures for income taxes to address requests from investors, lenders, creditors and other allocators of capital that use the financial statements to make capital allocation decisions. The amendments in ASU 2023-09 will require consistent categories and greater disaggregation of information in the rate reconciliation disclosure as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Corporation intends to adopt the amendments of ASU 2023-09 effective January 1, 2025, and will include the required disclosures in its Annual Report on Form 10-K for the year ending December 31, 2025. The Corporation is currently evaluating the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s Consolidated Financial Statements.
Note 2 - Earnings Per Share and Restricted Stock
The Corporation has a simple capital structure. Basic earnings per share of common stock is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding less unvested restricted stock at the end of the period. Diluted earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 | ||||
| Weighted average shares outstanding (basic) | 8,507,140 | 8,517,917 | 8,500,860 | 8,518,006 |
| Dilutive effect of unvested shares | 38,438 | 33,628 | 31,831 | 26,726 |
| Weighted average shares outstanding (diluted) | 8,545,578 | 8,551,545 | 8,532,691 | 8,544,732 |
| Per share: | ||||
| Basic | $0.85 | $1.06 | $2.97 | $3.24 |
| Diluted | 0.84 | 1.06 | 2.96 | 3.23 |
There were no antidilutive instruments at September 30, 2024 and 2023.
Stock Incentive Plan
On May 1, 2018, shareholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate,400,000 shares of common stock, plus any shares that were authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. The ACNB Corporation 2009 Restricted Stock Plan expired by its own terms after 10 years on February 24, 2019. No further shares may be issued under this plan. The remaining 174,055 shares were transferred to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.
As of September 30, 2024,138,019 shares were issued under this plan, of which 38,438 were unvested. Plan expense is recognized over the vesting period of the stock issued and resulted in $244 thousand and $265 thousand of compensation expense during the three months ended September 30, 2024 and 2023, respectively. Compensation expense recognized during both the nine months ended September 30, 2024 and 2023 was $1.0 million.
Share Repurchase Plan
On October 24, 2022, the Corporation announced that the Board of Directors approved on October 18, 2022, a plan to repurchase, in open market and privately negotiated transactions, up to 255,575, or approximately 3%, of the outstanding shares of the Corporation’s common stock. This new common stock repurchase program replaces and supersedes any and all earlier announced repurchase plans. During the three and nine months ended September 30, 2024 the Corporation repurchased 2,642 and 6,842 shares, respectively. There were 67,908 treasury shares purchased under this plan through September 30, 2024.
Note 3 -Investment Securities
Fair value of equity securities with readily determinable fair values at September 30, 2024 and December 31, 2023, are as follows:
| (In thousands) | Fair Value at Beginning of Period | Sales/reclassification | Gains (Losses) | Losses on sales of securities | Fair Value at End of Period |
|---|---|---|---|---|---|
| CRA Mutual Fund | $928 | $— | $19 | $— | $947 |
| CRA Mutual Fund | $915 | $— | $13 | $— | $928 |
| Canapi Ventures SBIC Fund | 206 | 206 | — | — | — |
| Stock in other banks | 598 | 592 | 5 | (11) | — |
| $1,719 | $798 | $18 | $(11) | $928 |
Amortized cost and fair value of securities were as follows:
| (In thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue |
|---|---|---|---|---|
| Available for Sale | ||||
| U.S. Government and agencies | $166,194 | $— | $13,985 | $152,209 |
| Collateralized mortgage obligations | 40,889 | — | 2,822 | 38,067 |
| Residential mortgage-backed securities | 164,113 | 43 | 15,088 | 149,068 |
| Commercial mortgage-backed securities | 65,566 | 803 | 3,472 | 62,897 |
| Corporate bonds | 18,102 | — | 2,264 | 15,838 |
| $454,864 | $846 | $37,631 | $418,079 | |
| Held to Maturity | ||||
| State and municipal | $62,665 | $— | $5,477 | 57,188 |
| Residential mortgage-backed securities | 1,913 | — | 63 | 1,850 |
| $64,578 | $— | $5,540 | $59,038 | |
| Available for Sale | ||||
| U.S. Government and agencies | $176,458 | $— | $19,663 | $156,795 |
| Collateralized mortgage obligations | 45,189 | — | 4,105 | 41,084 |
| Residential mortgage-backed securities | 178,441 | 19 | 19,630 | 158,830 |
| Commercial mortgage-backed securities | 69,498 | 344 | 4,552 | 65,290 |
| Corporate bonds | 32,326 | 202 | 2,834 | 29,694 |
| $501,912 | $565 | $50,784 | $451,693 | |
| Held to Maturity | ||||
| State and municipal | $62,133 | $— | $5,419 | $56,714 |
| Residential mortgage-backed securities | 2,467 | — | 124 | 2,343 |
| $64,600 | $— | $5,543 | $59,057 | |
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, 2024, and December 31, 2023:
| Less than 12 Months | 12 Months or More | Total | ||||
|---|---|---|---|---|---|---|
| (In thousands) | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses |
| Available for Sale | ||||||
| U.S. Government and agencies | $— | $— | $152,209 | $13,985 | $152,209 | $13,985 |
| Collateralized mortgage obligations | — | — | 38,067 | 2,822 | 38,067 | 2,822 |
| Residential mortgage-backed securities | — | — | 146,297 | 15,088 | 146,297 | 15,088 |
| Commercial mortgage-backed securities | — | — | 30,174 | 3,472 | 30,174 | 3,472 |
| Corporate bonds | — | — | 15,838 | 2,264 | 15,838 | 2,264 |
| $— | $— | $382,585 | $37,631 | $382,585 | $37,631 | |
| Held to Maturity | ||||||
| State and municipal | $— | $— | $57,188 | $5,477 | $57,188 | $5,477 |
| Residential mortgage-backed securities | — | — | 1,850 | 63 | 1,850 | 63 |
| $— | $— | $59,038 | $5,540 | $59,038 | $5,540 | |
| Available for Sale | ||||||
| U.S. Government and agencies | $— | $— | $156,795 | $19,663 | $156,795 | $19,663 |
| Collateralized mortgage obligations | — | — | 41,085 | 4,104 | 41,085 | 4,104 |
| Residential mortgage-backed securities | — | — | 156,295 | 19,630 | 156,295 | 19,630 |
| Commercial mortgage-backed securities | — | — | 33,063 | 4,553 | 33,063 | 4,553 |
| Corporate bonds | — | — | 15,279 | 2,834 | 15,279 | 2,834 |
| $— | $— | $402,517 | $50,784 | $402,517 | $50,784 | |
| Held to Maturity | ||||||
| State and municipal | $— | $— | $56,714 | $5,419 | $56,714 | $5,419 |
| Residential mortgage-backed securities | — | — | 2,343 | 124 | 2,343 | 124 |
| $— | $— | $59,057 | $5,543 | $59,057 | $5,543 | |
All mortgage-backed security investments are government sponsored enterprise pass-through instruments issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation or they are issued by Government National Mortgage Association which is backed by the U.S. government.
The Company evaluates AFS debt securities for impairment in unrealized loss positions at each measurement date to determine whether the decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. There was no impairment on AFS debt securities as of September 30, 2024 and December 31, 2023. The Company evaluates HTM debt securities for expected credit losses at each measurement date to determine if an ACL is required. The Corporation did not have an ACL for HTM investment securities as of September 30, 2024 and December 31, 2023. In estimating credit events, management considers whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before anticipated recovery or if it does not expect to recover the entire amortized cost basis.
Amortized cost and fair value at September 30, 2024, by contractual maturity, where applicable, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay with or without penalties. Securities not due at a single maturity date are shown separately.
| Available for Sale | Held to Maturity | |||
|---|---|---|---|---|
| (In thousands) | AmortizedCost | FairValue | AmortizedCost | FairValue |
| 1 year or less | $16,322 | $16,029 | $— | $— |
| Over 1 year through 5 years | 110,053 | 102,347 | 4,191 | 3,824 |
| Over 5 years through 10 years | 55,921 | 48,125 | 24,314 | 23,966 |
| Over 10 years | 2,000 | 1,546 | 34,160 | 29,398 |
| Mortgage-backed securities | 270,568 | 250,032 | 1,913 | 1,850 |
| $454,864 | $418,079 | $64,578 | $59,038 | |
The proceeds from sales and calls of securities and the associated gains and losses are listed below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Proceeds | $15,908 | $— | $46,119 | $79,215 |
| Gross gains | — | — | 87 | 243 |
| Gross losses | — | — | 18 | 982 |
At September 30, 2024, and December 31, 2023, securities with a carrying value of $204.4 million and $233.7 million, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements, and for other purposes.
Note 4 - Loans and Allowance for Credit Losses
The following table presents the composition of the loan portfolio:
| (In thousands) | September 30, 2024 | December 31, 2023 |
|---|---|---|
| Commercial real estate | $957,904 | $898,709 |
| Residential mortgage | 397,994 | 394,189 |
| Commercial and industrial | 152,148 | 152,344 |
| Home equity lines of credit | 84,316 | 90,163 |
| Real estate construction | 75,953 | 84,341 |
| Consumer | 9,773 | 9,954 |
| Gross loans | 1,678,088 | 1,629,700 |
| Unearned income | (976) | (1,712) |
| Total loans, net of unearned income | $1,677,112 | $1,627,988 |
One of the factors used to monitor the performance and credit quality of the loan portfolio is to analyze the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the past due status:
| (In thousands) | 30–59 Days Past Due | 60–89 DaysPast Due | ≥ 90 DaysPast Due | Total PastDue | Current | Total LoansReceivable | LoansReceivable≥ 90 DaysandAccruing |
|---|---|---|---|---|---|---|---|
| Commercial real estate | $318 | $— | $346 | $664 | $957,240 | $957,904 | $32 |
| Residential mortgage | — | 585 | 375 | 960 | 397,034 | 397,994 | 375 |
| Commercial and industrial | 138 | 50 | 175 | 363 | 151,785 | 152,148 | 19 |
| Home equity lines of credit | 454 | — | — | 454 | 83,862 | 84,316 | — |
| Real estate construction | 15 | — | 12 | 27 | 75,926 | 75,953 | 12 |
| Consumer | 21 | — | — | 21 | 9,752 | 9,773 | — |
| Gross Loans | $946 | $635 | $908 | $2,489 | $1,675,599 | $1,678,088 | $438 |
| (In thousands) | 30–59 Days Past Due | 60–89 DaysPast Due | ≥ 90 DaysPast Due | Total PastDue | Current | Total LoansReceivable | LoansReceivable≥ 90 DaysandAccruing |
|---|---|---|---|---|---|---|---|
| Commercial real estate | $150 | $347 | $— | $497 | $898,212 | $898,709 | $— |
| Residential mortgage | 1,293 | 388 | 849 | 2,530 | 391,659 | 394,189 | 505 |
| Commercial and industrial | 50 | — | 159 | 209 | 152,135 | 152,344 | — |
| Home equity lines of credit | 414 | — | 654 | 1,068 | 89,095 | 90,163 | 654 |
| Real estate construction | 12 | — | — | 12 | 84,329 | 84,341 | — |
| Consumer | 8 | — | 3 | 11 | 9,943 | 9,954 | 3 |
| Gross Loans | $1,927 | $735 | $1,665 | $4,327 | $1,625,373 | $1,629,700 | $1,162 |
Nonaccrual and Nonperforming Loans
Loans individually evaluated consist of nonaccrual loans, presented in the following table:
| (In thousands) | With a Related Allowance | Without a Related Allowance | Total |
|---|---|---|---|
| Commercial real estate | $314 | $3,292 | $3,606 |
| Commercial and industrial | 991 | 1,368 | 2,359 |
| Home equity lines of credit | — | 168 | 168 |
| $1,305 | $4,828 | $6,133 | |
| Commercial real estate | $315 | $1,164 | $1,479 |
| Residential mortgage | — | 343 | 343 |
| Commercial and industrial | 1,004 | — | 1,004 |
| Home equity lines of credit | — | 185 | 185 |
| $1,319 | $1,692 | $3,011 |
During both the three and nine months ended September 30, 2024 and 2023, no material amount of interest income was recognized on nonaccrual loans subsequent to their classification as nonaccrual.
Total nonperforming loans are as follows:
| (In thousands) | September 30, 2024 | December 31, 2023 |
|---|---|---|
| Nonaccrual loans | $6,133 | $3,011 |
| Greater than or equal to 90 days past due and accruing | 438 | 1,162 |
| Total nonperforming loans | $6,571 | $4,173 |
Collateral-Dependent Loans
A loan is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Corporation records a partial charge-off to reduce the collateral-dependent loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent loans consists of various types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, and lodging, agriculture land, and vacant land.
Changes in the fair value of the collateral for individually evaluated loans are reported as provision for credit losses or a reversal of provision for credit losses in the period of change. The following table presents the amortized cost basis of individually evaluated loans as of the periods presented:
| Type of Collateral | ||
|---|---|---|
| (In thousands) | Business Assets | Real Estate |
| Commercial real estate | $— | $3,606 |
| Commercial and industrial | 2,359 | — |
| Home equity lines of credit | — | 168 |
| Total | $2,359 | $3,774 |
| Commercial real estate | $— | $1,479 |
| Residential mortgage | — | 343 |
| Commercial and industrial | 1,004 | — |
| Home equity lines of credit | — | 185 |
| Total | $1,004 | $2,007 |
Consumer residential mortgages and home equity lines of credit which are well secured by residential real estate properties and are in the process of collection are not considered nonaccrual, however, formal foreclosure proceedings are in process. These loans totaled $515 thousand at September 30, 2024 and $1.3 million at December 31, 2023 and are included in nonperforming loans if they are greater than or equal to 90 days past due.
Loan Modifications
The Corporation evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, or combinations of the above. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.
The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:
| (Dollars in thousands) | Combination Payment Deferral and Interest Only Payments | Percent of Class of Financing Receivable |
|---|---|---|
| Commercial real estate | $2,293 | 0.2% |
| Commercial and industrial | 1,748 | 1.1% |
| Total | $4,041 |
During the three and nine months ended September 30, 2023, the Corporation did not modify any loans. During the nine months ended September 30, 2024 and 2023, the Corporation did not have any commitments to lend any additional funds on existing modified loans.
The following presents the performance of loans modified in the previous twelve months as of September 30, 2024:
| (In thousands) | Current | 30-89 Days Past Due | ≥ 90 DaysPast Due | Total Past Due |
|---|---|---|---|---|
| Commercial real estate | $2,293 | $— | $— | $— |
| Commercial and industrial | 1,967 | — | — | — |
| Total | $4,260 | $— | $— | $— |
As of September 30, 2024, the Corporation had no loans that defaulted during the period that had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification. For purposes of this disclosure, a default occurs when, within 12 months of the original modification, either a full or partial charge-off occurs or the loan becomes 90 days or more past due.
Allowance for Credit Losses
The Corporation maintains an ACL at a level determined to be adequate to absorb expected credit losses associated with the Corporation’s financial instruments over the life of those instruments as of the balance sheet date. The ACL consists of loans evaluated collectively and individually for expected credit losses. The Corporation considers the performance of the loan portfolio and its impact on the ACL and does not assign internal risk ratings to smaller balance, homogeneous loans such as certain residential mortgage, home equity lines of credit, construction loans to individuals secured by residential real estate and consumer loans. For these loans, the Corporation evaluates credit quality based on the aging status of the loan and designates as performing and nonperforming.
The following summarizes designated internal risk categories by portfolio segment for loans assigned a risk rating and those evaluated based on the performance status:
| September 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis | ||||||||
| (In thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | ||||||||
| Internally Risk Rated: | ||||||||
| Commercial real estate | ||||||||
| Pass | $97,426 | $134,288 | $164,910 | $123,922 | $56,029 | $318,720 | $18,020 | $913,315 |
| Special Mention | 488 | 2,848 | 4,830 | 5,878 | 2,795 | 15,505 | 1,797 | 34,141 |
| Substandard | — | — | 1,781 | — | 1,496 | 7,171 | — | 10,448 |
| Total Commercial real estate | $97,914 | $137,136 | $171,521 | $129,800 | $60,320 | $341,396 | $19,817 | $957,904 |
| Residential mortgage | ||||||||
| Pass | $18,113 | $37,415 | $23,683 | $38,909 | $13,743 | $33,124 | $419 | $165,406 |
| Special Mention | — | 881 | 270 | 575 | 246 | 3,199 | 94 | 5,265 |
| Substandard | — | — | — | — | — | 68 | — | 68 |
| Total Residential Mortgage | $18,113 | $38,296 | $23,953 | $39,484 | $13,989 | $36,391 | $513 | $170,739 |
| Commercial and industrial | ||||||||
| Pass | $8,979 | $11,038 | $20,545 | $30,192 | $13,511 | $25,644 | $33,010 | $142,919 |
| Special Mention | 172 | 153 | 248 | 223 | 82 | 449 | 2,703 | 4,030 |
| Substandard | — | 536 | 468 | 354 | 16 | 780 | 3,045 | 5,199 |
| Total Commercial and industrial | $9,151 | $11,727 | $21,261 | $30,769 | $13,609 | $26,873 | $38,758 | $152,148 |
| Home equity lines of credit | ||||||||
| Pass | $— | $296 | $94 | $— | $— | $281 | $5,227 | $5,898 |
| Special Mention | — | — | — | — | — | — | 696 | 696 |
| Substandard | — | — | — | — | — | 174 | — | 174 |
| Total Home equity lines of credit | $— | $296 | $94 | $— | $— | $455 | $5,923 | $6,768 |
| Real estate construction | ||||||||
| Pass | $9,985 | $29,172 | $16,397 | $1,220 | $306 | $1,091 | $8,739 | $66,910 |
| Special Mention | — | 118 | 281 | — | — | 679 | 46 | 1,124 |
| Substandard | — | — | — | — | — | 64 | — | 64 |
| Total Real estate construction | $9,985 | $29,290 | $16,678 | $1,220 | $306 | $1,834 | $8,785 | $68,098 |
| Performance Rated: | ||||||||
| Residential mortgage | ||||||||
| Performing | $12,390 | $40,244 | $41,284 | $13,732 | $14,879 | $104,279 | $72 | $226,880 |
| Nonperforming | — | — | — | — | — | 375 | — | 375 |
| Total Residential Mortgage | $12,390 | $40,244 | $41,284 | $13,732 | $14,879 | $104,654 | $72 | $227,255 |
| Home equity lines of credit | ||||||||
| Performing | $— | $19 | $35 | $— | $12 | $2,809 | $74,673 | $77,548 |
| Total Home equity lines of credit | $— | $19 | $35 | $— | $12 | $2,809 | $74,673 | $77,548 |
| Real estate construction | ||||||||
| Performing | $4,240 | $1,773 | $565 | $165 | $193 | $907 | $— | $7,843 |
| Nonperforming | — | — | — | — | — | 12 | — | 12 |
| Total Real estate construction | $4,240 | $1,773 | $565 | $165 | $193 | $919 | $— | $7,855 |
| Consumer | ||||||||
| Performing | $1,823 | $1,710 | $1,917 | $552 | $333 | $904 | $2,534 | $9,773 |
| Total Consumer | $1,823 | $1,710 | $1,917 | $552 | $333 | $904 | $2,534 | $9,773 |
| Year-to-date gross charge-offs | $— | $— | $9 | $— | $— | $7 | $147 | $163 |
| Total Portfolio loans: | ||||||||
| Pass | $134,503 | $212,209 | $225,629 | $194,243 | $83,589 | $378,860 | $65,415 | $1,294,448 |
| Special Mention | 660 | 4,000 | 5,629 | 6,676 | 3,123 | 19,832 | 5,336 | 45,256 |
| Substandard | — | 536 | 2,249 | 354 | 1,512 | 8,257 | 3,045 | 15,953 |
| Performing | 18,453 | 43,746 | 43,801 | 14,449 | 15,417 | 108,899 | 77,279 | 322,044 |
| Nonperforming | — | — | — | — | — | 387 | — | 387 |
| Total Portfolio loans | $153,616 | $260,491 | $277,308 | $215,722 | $103,641 | $516,235 | $151,075 | $1,678,088 |
| Year-to-date gross charge-offs | $— | $— | $9 | $— | $— | $7 | $147 | $163 |
| December 31, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis | ||||||||
| (In thousands) · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total | ||||||||
| Internally Risk Rated: | ||||||||
| Commercial real estate | ||||||||
| Pass | $136,158 | $152,767 | $130,994 | $60,918 | $65,856 | $287,026 | $13,636 | $847,355 |
| Special Mention | 1,927 | 6,385 | 5,920 | 1,904 | 8,222 | 16,244 | 1,994 | 42,596 |
| Substandard | — | — | — | 1,530 | 704 | 6,524 | — | 8,758 |
| Total Commercial real estate | $138,085 | $159,152 | $136,914 | $64,352 | $74,782 | $309,794 | $15,630 | $898,709 |
| Residential mortgage | ||||||||
| Pass | $39,146 | $27,612 | $41,031 | $14,758 | $10,492 | $27,274 | $402 | $160,715 |
| Special Mention | 588 | 82 | 593 | 397 | 826 | 2,457 | 62 | 5,005 |
| Substandard | — | — | — | — | — | 218 | — | 218 |
| Total Residential mortgage | $39,734 | $27,694 | $41,624 | $15,155 | $11,318 | $29,949 | $464 | $165,938 |
| Commercial and industrial | ||||||||
| Pass | $12,319 | $24,259 | $34,830 | $15,614 | $13,922 | $17,780 | $25,147 | $143,871 |
| Special Mention | 128 | 303 | 290 | 529 | 140 | 459 | 2,014 | 3,863 |
| Substandard | 7 | 135 | 499 | 91 | 9 | 1,597 | 2,272 | 4,610 |
| Total Commercial and industrial | $12,454 | $24,697 | $35,619 | $16,234 | $14,071 | $19,836 | $29,433 | $152,344 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $110 | $— | $110 |
| Home equity lines of credit | ||||||||
| Pass | $300 | $99 | $— | $— | $— | $131 | $5,235 | $5,765 |
| Special Mention | — | — | — | — | — | — | 727 | 727 |
| Substandard | — | — | — | — | — | 362 | — | 362 |
| Total Home equity lines of credit | $300 | $99 | $— | $— | $— | $493 | $5,962 | $6,854 |
| Real estate construction | ||||||||
| Pass | $19,766 | $39,758 | $3,953 | $1,160 | $— | $2,604 | $8,003 | $75,244 |
| Special Mention | — | 465 | — | 92 | — | 725 | — | 1,282 |
| Substandard | — | — | — | — | — | 69 | — | 69 |
| Total Real estate construction | $19,766 | $40,223 | $3,953 | $1,252 | $— | $3,398 | $8,003 | $76,595 |
| Performance Rated: | ||||||||
| Residential mortgage | ||||||||
| Performing | $33,884 | $45,221 | $14,878 | $16,184 | $9,059 | $108,021 | $156 | $227,403 |
| Nonperforming | — | — | — | — | — | 848 | — | 848 |
| Total Residential mortgage | $33,884 | $45,221 | $14,878 | $16,184 | $9,059 | $108,869 | $156 | $228,251 |
| Home equity lines of credit | ||||||||
| Performing | $23 | $38 | $— | $13 | $94 | $4,742 | $77,745 | $82,655 |
| Nonperforming | — | — | — | — | — | 92 | 562 | 654 |
| Total Home equity lines of credit | $23 | $38 | $— | $13 | $94 | $4,834 | $78,307 | $83,309 |
| Real estate construction | ||||||||
| Performing | $5,571 | $753 | $175 | $210 | $170 | $867 | $— | $7,746 |
| Total Real estate construction | $5,571 | $753 | $175 | $210 | $170 | $867 | $— | $7,746 |
| Consumer | ||||||||
| Performing | $2,351 | $2,685 | $778 | $522 | $271 | $1,085 | $2,259 | $9,951 |
| Nonperforming | — | — | — | — | — | — | 3 | 3 |
| Total Consumer | $2,351 | $2,685 | $778 | $522 | $271 | $1,085 | $2,262 | $9,954 |
| Year-to-date gross charge-offs | $48 | $83 | $42 | $55 | $23 | $78 | $67 | $396 |
| Total Portfolio loans | ||||||||
| Pass | $207,689 | $244,495 | $210,808 | $92,450 | $90,270 | $334,815 | $52,423 | $1,232,950 |
| Special Mention | 2,643 | 7,235 | 6,803 | 2,922 | 9,188 | 19,885 | 4,797 | 53,473 |
| Substandard | 7 | 135 | 499 | 1,621 | 713 | 8,770 | 2,272 | 14,017 |
| Performing | 41,829 | 48,697 | 15,831 | 16,929 | 9,594 | 114,715 | 80,160 | 327,755 |
| Nonperforming | — | — | — | — | — | 940 | 565 | 1,505 |
| Total Portfolio loans | $252,168 | $300,562 | $233,941 | $113,922 | $109,765 | $479,125 | $140,217 | $1,629,700 |
| Year-to-date gross charge-offs | $48 | $83 | $42 | $55 | $23 | $188 | $67 | $506 |
During the three months ended June 30, 2024, the Corporation revised estimates driven by a realignment of the peer group used for the CECL allowance process, an update to loss driver factors from third-party data, and an update to the application of prepayment and curtailment rate studies since implementation of CECL on January 1, 2023. These estimates, which were based on more current information available as of June 30, 2024, drive input assumptions which are used in the determination of the Corporation’s allowance for credit losses and the reserve for unfunded commitments. These updated estimates were the primary drivers for a $2.7 million and $370 thousand reversal of the provisions for credit losses and for unfunded commitments, respectively, for the nine months ended September 30, 2024.
The following table presents the activity in the ACL by loan portfolio segment:
| (In thousands) | CommercialReal Estate | ResidentialMortgage | CommercialandIndustrial | Home EquityLines ofCredit | Real EstateConstruction | Consumer | Unallocated | Total |
|---|---|---|---|---|---|---|---|---|
| Beginning balance - July 1, 2024 | $10,196 | $2,839 | $1,465 | $312 | $2,247 | $103 | $— | $17,162 |
| Charge-offs | — | — | — | — | — | (51) | — | (51) |
| Recoveries | — | — | 6 | — | — | 16 | — | 22 |
| Provisions (credits) | 196 | 31 | 301 | (16) | (467) | 36 | — | 81 |
| Ending balance - September 30, 2024 | $10,392 | $2,870 | $1,772 | $296 | $1,780 | $104 | $— | $17,214 |
| Beginning balance - January 1, 2024 | $12,010 | $3,303 | $2,048 | $397 | $2,070 | $141 | $— | $19,969 |
| Charge-offs | — | — | — | — | — | (163) | — | (163) |
| Recoveries | — | — | 24 | — | — | 70 | — | 94 |
| Provisions (credits) | (1,618) | (433) | (300) | (101) | (290) | 56 | — | (2,686) |
| Ending balance - September 30, 2024 | $10,392 | $2,870 | $1,772 | $296 | $1,780 | $104 | $— | $17,214 |
| Beginning balance - July 1, 2023 | $11,728 | $3,075 | $1,941 | $388 | $1,885 | $131 | $— | $19,148 |
| Charge-offs | — | — | (81) | — | — | (109) | — | (190) |
| Recoveries | — | — | 32 | — | — | 24 | — | 56 |
| Provisions | 170 | 78 | (381) | 5 | 279 | 99 | — | 250 |
| Ending balance - September 30, 2023 | $11,898 | $3,153 | $1,511 | $393 | $2,164 | $145 | $— | $19,264 |
| Beginning balance - January 1, 2023 | $10,016 | $3,029 | $2,848 | $347 | $1,000 | $376 | $245 | $17,861 |
| Impact of CECL adoption | 1,106 | 297 | (762) | 17 | 1,347 | (142) | (245) | 1,618 |
| Charge-offs | — | — | (110) | — | — | (279) | — | (389) |
| Recoveries | — | — | 42 | — | — | 58 | — | 100 |
| Provisions | 776 | (173) | (507) | 29 | (183) | 132 | — | 74 |
| Ending balance - September 30, 2023 | $11,898 | $3,153 | $1,511 | $393 | $2,164 | $145 | $— | $19,264 |
Note 5 -Deposits
Deposits were comprised of the following for the periods presented:
| (In thousands) | September 30, 2024 | December 31, 2023 |
|---|---|---|
| Noninterest-bearing demand deposits | $463,501 | $500,332 |
| Interest-bearing demand deposits | 509,930 | 524,289 |
| Money market | 249,197 | 264,907 |
| Savings | 311,958 | 340,134 |
| Total demand and savings | 1,534,586 | 1,629,662 |
| Time | 256,731 | 232,151 |
| Total deposits | $1,791,317 | $1,861,813 |
Time deposits include brokered deposits totaling $1.5 million at September 30, 2024, andnone at December 31, 2023.
Scheduled maturities of time deposits at September 30, 2024 are as follows:
| Time Deposits | ||
|---|---|---|
| (In thousands) | Less than $250,000 | $250,000 or more |
| Less than 1 year | $183,010 | $44,229 |
| 1 - 2 years | 16,136 | 783 |
| 2 - 3 years | 7,589 | — |
| 3 - 4 years | 2,764 | — |
| 4 - 5 years | 2,130 | — |
| Thereafter | 90 | — |
| Total time deposits | $211,719 | $45,012 |
Note 6 -Borrowings
Short-term borrowings were comprised of the following for the periods presented:
| (In thousands) | September 30, 2024 | December 31, 2023 |
|---|---|---|
| Securities sold under repurchase agreements | $37,769 | $26,882 |
| FHLB advance | — | 30,000 |
| $37,769 | $56,882 |
Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next-day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount at least equal to the outstanding balance. Under an agreement with the FHLB, the Bank has short-term borrowing capacity included within its maximum borrowing capacity. All FHLB advances are collateralized by a security agreement covering qualifying loans. In addition, all FHLB advances are secured by the FHLB capital stock owned by the Bank having a par value of $10.6 million at September 30, 2024. The Bank also has unsecured lines of credit that total $192.0 million with correspondent banks for overnight federal funds borrowings. There were no advances on these lines at September 30, 2024 and December 31, 2023.
Long-term borrowings were comprised of the following for the periods presented:
| (In thousands) | September 30, 2024 | December 31, 2023 |
|---|---|---|
| FHLB fixed-rate advances maturing: | ||
| 2026 | $80,000 | $80,000 |
| 2027 | 90,000 | 60,000 |
| 2028 | 35,000 | 35,000 |
| 2029 | 30,000 | — |
| Trust preferred subordinated debt 1 | 5,322 | 5,292 |
| Subordinated debt | 15,000 | 15,000 |
| $255,322 | $195,292 | |
1 Net of purchase accounting fair value mark
The long-term FHLB advances have a weighted average rate of 4.52%, and are collateralized by the assets defined in the security agreement and FHLB capital stock described previously. Based on this collateral and ACNB’s holding of FHLB stock, ACNB is eligible to borrow up to $920.1 million, of which $684.0 million was available at September 30, 2024.
The trust preferred subordinated debt is comprised of debt securities issued by FCBI in December 2006 and assumed by ACNB Corporation through the acquisition of FCBI. FCBI completed the private placement of an aggregate of $6.0 million of trust preferred securities. The interest rate on the subordinated debentures is adjusted quarterly to 163 bps over the three-month CME Term SOFR plus applicable tenor spread adjustment. On September 15, 2024, the most recent interest rate reset date, the interest rate was adjusted to 6.84% for the period ending December 15, 2024. 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 trust preferred subordinated debt is considered Tier 1 capital for the consolidated capital ratios.
On March 30, 2021, the Company entered into Purchase Agreements with the Purchasers pursuant to which the Company sold and issued $15.0 million in aggregate principal amount of its 4.00% fixed-to-floating rate subordinated notes due March 31, 2031. The Subordinated Notes bear interest at a fixed rate of 4.00% per year, from and including March 30, 2021 to, but excluding, March 31, 2026 or earlier redemption date. From and including March 31, 2026 to, but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current 90-day average SOFR plus 329 bps. As provided in the Subordinated Notes, the interest rate on the Subordinated Notes during the applicable floating rate period may be determined based on a rate other than the 90-day average SOFR. The Subordinated Notes were issued by the Corporation to the Purchasers at a price equal to 100% of their face amount. The Subordinated Notes have a stated maturity of March 31, 2031, are redeemable by the Company at its option, in whole or in part, on or after March 30, 2026, and at any time upon the occurrences of certain events. The Subordinated Notes are considered Tier 2 capital for the consolidated capital ratios.
Note 7 - Fair Value Measurements
Fair value is the exchange 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 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 for similar assets or liabilities 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.
The following tables present assets measured at fair value and the basis of measurement used at the periods presented:
| September 30, 2024 | |||||
|---|---|---|---|---|---|
| (In thousands) | Basis | Level 1 | Level 2 | Level 3 | Total |
| Equity securities with readily determinable fair values | Recurring | $947 | $— | $— | $947 |
| AFS Investment Securities: | |||||
| U.S. Government and agencies | — | 152,209 | — | 152,209 | |
| Collateralized mortgage obligations | — | 38,067 | — | 38,067 | |
| Residential mortgage-backed securities | — | 149,068 | — | 149,068 | |
| Commercial mortgage-backed securities | — | 62,897 | — | 62,897 | |
| Corporate bonds | — | 15,838 | — | 15,838 | |
| Total AFS Investment Securities | Recurring | $— | $418,079 | $— | $418,079 |
| Loans held for sale | Recurring | — | 1,080 | — | 1,080 |
| Individually evaluated loans | Non-recurring | — | — | 262 | 262 |
| Foreclosed assets held for resale | Non-recurring | — | — | 406 | 406 |
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| (In thousands) | Basis | Level 1 | Level 2 | Level 3 | Total |
| Equity securities with readily determinable fair values | Recurring | $928 | $— | $— | $928 |
| AFS Investment Securities: | |||||
| U.S. Government and agencies | — | 156,795 | — | 156,795 | |
| Collateralized mortgage obligations | — | 41,084 | — | 41,084 | |
| Residential mortgage-backed securities | — | 158,830 | — | 158,830 | |
| Commercial mortgage-backed securities | — | 65,290 | — | 65,290 | |
| Corporate bonds | — | 29,694 | — | 29,694 | |
| Total AFS Investment Securities | Recurring | $— | $451,693 | $— | $451,693 |
| Loans held for sale | Recurring | — | 280 | — | 280 |
| Individually evaluated loans | Non-recurring | — | — | 242 | 242 |
| Foreclosed assets held for resale | Non-recurring | — | — | 467 | 467 |
The valuation techniques used to measure fair value for the items in the preceding tables are as follows:
Equity securities - The fair value of equity securities with readily determinable fair values is recorded on the Consolidated Statements of Condition, with realized and unrealized gains and losses reported in noninterest income on the Consolidated Statements of Income.
Available for sale investment securities – Included in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing. Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.
U.S. Government and agencies – These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.
Collateralized mortgage obligations and Mortgage-backed securities – These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.
Corporate bonds – This category consists of subordinated and senior debt issued by financial institutions and are classified as Level 2 investments. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.
Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value utilizing Level 2 measurements. Fair values as of September 30, 2024 and December 31, 2023, were measured as the price that secondary market investors were offering for loans with similar characteristics. Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by aggregate outstanding commitments from investors or current investor yield requirements. Net unrealized losses are recognized through a valuation allowance by charges to income.
Individually evaluated loans – This category consists of loans that were individually evaluated for impairment and have a specific reserve. They are classified as Level 3 assets.
Foreclosed assets held for resale – This category consists of foreclosed assets that are held for resale and classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.
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:
| (Dollars in thousands) | Fair Value Estimate | Valuation Technique 1 | Unobservable Input 2 | Range | Weighted Average |
|---|---|---|---|---|---|
| Individually evaluated loans | $262 | Appraisal of collateral | Appraisal adjustments | (17) – (100)% | (81)% |
| Foreclosed assets held for resale | 406 | Appraisal of collateral | Appraisal adjustments | (53) | (53) |
| Individually evaluated loans | $242 | Appraisal of collateral | Appraisal adjustments | (33) – (100)% | (94)% |
| Foreclosed assets held for resale | 467 | Appraisal of collateral | Appraisal adjustments | (56) | (56) |
1 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.
2 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. 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. 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 tables present the carrying amount and the estimated fair value of the Corporation’s financial instruments:
| September 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Carrying Amount · Estimated Fair Value | ||||||||
| (In thousands) · Total · Level 1 · Level 2 · Level 3 | ||||||||
| Financial assets: | ||||||||
| Cash and due from banks | $24,636 | $24,636 | $24,636 | $— | $— | |||
| Interest-bearing deposits with banks | 33,456 | 33,456 | 33,456 | — | — | |||
| Equity securities with readily determinable fair values | 947 | 947 | 947 | — | — | |||
| Investment securities AFS | 418,079 | 418,079 | — | 418,079 | — | |||
| Investment securities HTM | 64,578 | 59,038 | — | 59,038 | — | |||
| Loans held for sale | 1,080 | 1,080 | — | 1,080 | — | |||
| Loans, net | 1,659,898 | 1,641,479 | — | — | 1,641,479 | |||
| Accrued interest receivable | 7,987 | 7,987 | — | 7,987 | — | |||
| Restricted investment in bank stocks | 10,853 | 10,853 | — | 10,853 | — | |||
| Financial liabilities: | ||||||||
| Demand deposits, savings, and money markets | $1,534,586 | $1,333,125 | $— | $1,333,125 | $— | |||
| Time deposits | 256,731 | 250,936 | — | 250,936 | — | |||
| Securities sold under repurchase agreements | 37,769 | 40,649 | — | 40,649 | — | |||
| FHLB Advances | 235,000 | 240,277 | — | 240,277 | — | |||
| Trust preferred and subordinated debt | 20,322 | 18,372 | — | 18,372 | — | |||
| Accrued interest payable | 1,531 | 1,531 | — | 1,531 | — | |||
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| Carrying Amount · Estimated Fair Value | |||||
| (In thousands) · Total · Level 1 · Level 2 · Level 3 | |||||
| Financial assets: | |||||
| Cash and due from banks | $21,442 | $21,442 | $7,063 | $14,379 | $— |
| Interest-bearing deposits with banks | 44,516 | 44,516 | 44,516 | — | — |
| Equity securities with readily determinable fair values | 928 | 928 | 928 | — | — |
| Investment securities AFS | 451,693 | 451,693 | — | 451,693 | — |
| Investment securities HTM | 64,600 | 59,057 | — | 59,057 | — |
| Loans held for sale | 280 | 280 | — | 280 | — |
| Loans, net | 1,608,019 | 1,562,703 | — | — | 1,562,703 |
| Accrued interest receivable | 8,080 | 8,080 | — | 8,080 | — |
| Restricted investment in bank stocks | 9,677 | 9,677 | — | 9,677 | — |
| Financial liabilities: | |||||
| Demand deposits, savings, and money markets | $1,629,662 | $1,391,709 | $— | $1,391,709 | $— |
| Time deposits | 232,151 | 221,770 | — | 221,770 | — |
| Securities sold under repurchase agreements | 26,882 | 23,666 | — | 23,666 | — |
| FHLB Advances | 205,000 | 206,950 | — | 206,950 | — |
| Trust preferred and subordinated debt | 20,292 | 16,992 | — | 16,992 | — |
| Accrued interest payable | 794 | 794 | — | 794 | — |
Note 8 - Retirement Benefits
The components of net periodic benefit income related to the non-contributory, defined benefit pension plan were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2024 | 2023 |
| Service cost | $107 | $124 | $321 | $372 |
| Interest cost | 373 | 373 | 1,121 | 1,119 |
| Expected return on plan assets | (712) | (663) | (2,136) | (1,989) |
| Amortization of net loss | 20 | 98 | 58 | 294 |
| Net Periodic Benefit Income | $(212) | $(68) | $(636) | $(204) |
The Corporation has determined that it will not be contributing to the defined benefit plan in 2024 based on current levels and expected returns on plan assets. 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.
Note 9 - Commitments and Contingencies
Commitments
The Corporation is a 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 consist primarily of commitments to extend credit (typically mortgages and commercial loans) and, to a lesser extent, standby letters of credit. To varying degrees, these instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Consolidated Statements of Condition.
The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments. The Corporation does not anticipate any material losses from these commitments.
Commitments to extend credit, including commitments to grant loans and unfunded commitments under lines of credit, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extensions of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property and equipment and income-producing commercial properties. On loans secured by real estate, the Corporation generally requires loan to value ratios of no greater than 80%.
Standby letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements and similar transactions. The terms of the letters of credit vary and may have renewal features. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Corporation generally holds collateral and/or personal guarantees supporting those commitments for which collateral is deemed necessary. Management believes that the proceeds obtained through a liquidation of such collateral and the enforcement of guarantees would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.
The Corporation maintains a $5.0 million unsecured line of credit with a correspondent bank. The Corporation guarantees a note related to a $1.5 million commercial line of credit with a correspondent bank, with normal terms and conditions for such a line, for ACNB Insurance Services, the borrower. The commercial line of credit is for general working capital needs as they arise by the ACNB Insurance Services. The liability is recorded for the net drawn amount of this line, no further liability is recorded for the remaining line as to the guarantor’s obligation as the guarantor would have full recourse from all assets of its wholly-owned subsidiary. There were no advances on these lines at September 30, 2024 and at December 31, 2023.
The Corporation has not been required to perform on any financial guarantees, and has not incurred any losses on its commitments during the past three years.
A summary of the Corporation’s commitments were as follows:
| (In thousands) | September 30, 2024 | December 31, 2023 |
|---|---|---|
| Commitments to extend credit | $363,631 | $403,300 |
| Standby letters of credit | 14,362 | 21,029 |
Contingencies
The Corporation is subject to claims and lawsuits which arise primarily in the ordinary course of business. Based on information presently available and advice received from legal counsel representing the Corporation in connection with any such claims and lawsuits, it is the opinion of management that the disposition or ultimate determination of any such claims and lawsuits will not have a material adverse effect on the consolidated financial position, consolidated results of operations or liquidity of the Corporation.
Note 10 -Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of taxes, are as follows:
| (In thousands) | Unrealized (Losses) Gains on Securities | PensionLiability | Accumulated OtherComprehensive Loss |
|---|---|---|---|
| Balance at July 1, 2024 | $(42,472) | $(3,927) | $(46,399) |
| Unrealized gain on AFS securities, net of tax | 12,334 | — | 12,334 |
| Amortization of unrealized losses on securities transferred to HTM, net of tax | 215 | — | 215 |
| Amortization of pension net loss, transition liability and prior service cost, net of tax | — | 15 | 15 |
| Net current period other comprehensive income | 12,549 | 15 | 12,564 |
| Balance at September 30, 2024 | $(29,923) | $(3,912) | $(33,835) |
| Balance at December 31, 2023 | $(40,952) | $(3,957) | $(44,909) |
| Unrealized gain on AFS securities, net of tax | 10,331 | — | 10,331 |
| Realized gains on securities, net of tax | 53 | — | 53 |
| Amortization of unrealized losses on securities transferred to HTM, net of tax | 645 | — | 645 |
| Amortization of pension net loss, transition liability and prior service cost, net of tax | — | 45 | 45 |
| Net current period other comprehensive income | 11,029 | 45 | 11,074 |
| Balance at September 30, 2024 | $(29,923) | $(3,912) | $(33,835) |
| Balance at July 1, 2023 | $(52,946) | $(5,106) | $(58,052) |
| Unrealized loss on AFS securities, net of tax | (7,033) | — | (7,033) |
| Amortization of unrealized losses on securities transferred to HTM, net of tax | 244 | — | 244 |
| Amortization of pension net loss, transition liability and prior service cost, net of tax | — | 74 | 74 |
| Net current period other comprehensive (loss) income | (6,789) | 74 | (6,715) |
| Balance at September 30, 2023 | $(59,735) | $(5,032) | $(64,767) |
| Balance at December 31, 2022 | $(52,734) | $(5,278) | $(58,012) |
| Unrealized loss on AFS securities, net of tax | (8,288) | — | (8,288) |
| Realized gains on securities, net of tax | 556 | — | 556 |
| Amortization of unrealized losses on securities transferred to HTM, net of tax | 731 | — | 731 |
| Amortization of pension net loss, transition liability and prior service cost, net of tax | — | 246 | 246 |
| Net current period other comprehensive (loss) income | (7,001) | 246 | (6,755) |
| Balance at September 30, 2023 | $(59,735) | $(5,032) | $(64,767) |
Note 11 -Segment Reporting
The Corporation hastwo reporting segments, the Bank and ACNB Insurance Services. ACNB Insurance Services is managed separately from the banking segment, which includes the Bank and related financial services that the Corporation offers through its banking subsidiary. ACNB Insurance Services offers a broad range of property, casualty, health, life and disability insurance to both commercial and individual clients.
Segment information as of and for the three month periods ended September 30, 2024 and 2023 is as follows:
| (In thousands) | Banking | Insurance | Total |
|---|---|---|---|
| Interest income and other income from external customers | $31,286 | $2,788 | $34,074 |
| Interest expense | 6,299 | — | 6,299 |
| Depreciation and amortization expense | 548 | 196 | 744 |
| Income before income taxes | 8,801 | 609 | 9,410 |
| Total assets | 2,396,726 | 24,188 | 2,420,914 |
| Goodwill | 35,800 | 8,385 | 44,185 |
| Capital expenditures | 222 | — | 222 |
| Interest income and other income from external customers | $28,080 | $2,451 | $30,531 |
| Interest expense | 2,489 | — | 2,489 |
| Depreciation and amortization expense | 613 | 212 | 825 |
| Income before income taxes | 11,107 | 520 | 11,627 |
| Total assets | 2,369,705 | 18,817 | 2,388,522 |
| Goodwill | 35,800 | 8,385 | 44,185 |
| Capital expenditures | 68 | — | 68 |
Segment information as of and for the nine month periods ended September 30, 2024 and 2023, is as follows:
| (In thousands) | Banking | Insurance | Total |
|---|---|---|---|
| Interest income and other income from external customers | $91,359 | $7,652 | 99,011 |
| Interest expense | 17,585 | — | 17,585 |
| Depreciation and amortization expense | 1,677 | 591 | 2,268 |
| Income before income taxes | 30,810 | 1,375 | 32,185 |
| Total assets | 2,396,726 | 24,188 | 2,420,914 |
| Goodwill | 35,800 | 8,385 | 44,185 |
| Capital expenditures | 556 | 31 | 587 |
| Interest income and other income from external customers | $81,638 | $7,193 | $88,831 |
| Interest expense | 4,529 | — | 4,529 |
| Depreciation and amortization | 1,925 | 634 | 2,559 |
| Income before income taxes | 33,508 | 1,595 | 35,103 |
| Total assets | 2,369,705 | 18,817 | 2,388,522 |
| Goodwill | 35,800 | 8,385 | 44,185 |
| Capital expenditures | 168 | 6 | 174 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.