UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 


 

Date of Report (Date of earliest event reported):   May 7, 2019

 

ACNB Corporation

(Exact name of Registrant as specified in its charter)

 

Pennsylvania

 

1-35015

 

23-2233457

(State or other
jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

16 Lincoln Square, Gettysburg, PA

 

17325

(Address of principal executive offices)

 

(Zip Code)

 

717.334.3161

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions ( see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common Stock, $2.50 par value per share

 

ACNB

 

The NASDAQ Stock Market, LLC

 

 

 


 

CURRENT REPORT ON FORM 8-K

 

ITEM 5.07                                   Submission of Matters to a Vote of Security Holders

 

On May 7, 2019, ACNB Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,049,682 shares of the Company’s common stock were entitled to vote as of March 18, 2019, the record date for the Annual Meeting. There were 5,477,768 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal No. 1 — To Elect Class 1 Directors

 

The shareholders voted to elect five (5) Class 1 Directors to serve for terms of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:

 

Name

 

For

 

Withheld

 

Broker
Non-Votes

 

Todd L. Herring

 

3,633,720

 

282,786

 

1,561,262

 

James J. Lott

 

3,669,381

 

247,125

 

1,561,262

 

J. Emmett Patterson

 

3,606,099

 

310,407

 

1,561,262

 

Marian B. Schultz

 

3,646,134

 

270,372

 

1,561,262

 

James E. Williams

 

3,626,693

 

289,813

 

1,561,262

 

 

Proposal No. 2 — To Conduct a Non-Binding Vote on Executive Compensation

 

The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

2,961,249

 

791,625

 

163,632

 

1,561,262

 

 

Proposal No. 3 — To Ratify the Selection of the Independent Registered Public Accounting Firm

 

The shareholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the vote were as follows:

 

2


 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

5,360,514

 

48,503

 

68,751

 

-0-

 

 

ITEM 7.01            Regulation FD Disclosure

 

On May 7, 2019, David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer of the Registrant, and James P. Helt, President & Chief Executive Officer of the Registrant, made presentations at the 2019 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 9.01            Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

2019 Annual Meeting Presentation Slides.

99.2

 

2019 Annual Meeting Press Release dated May 9, 2019.

 

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EXHIBIT INDEX

 

EXHIBIT NO.

 

 

 

 

 

99.1

 

2019 Annual Meeting Presentation Slides.

99.2

 

2019 Annual Meeting Press Release dated May 9, 2019.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

ACNB CORPORATION

 

(Registrant)

 

 

 

 

Dated: May 9, 2019

/s/ Lynda L. Glass

 

Lynda L. Glass

 

Executive Vice President/

 

Secretary & Chief Governance Officer

 

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Exhibit 99.1

Annual Meeting of Shareholders May 7, 2019

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The picture can't be display ed. Special Cautionary Notice Regarding Forward-Looking Statements During the course of this presentation, there may be projections and forward-looking statements regarding events or the future financial performance of ACNB Corporation.We wish to caution you that these forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause actual results to differ materially from the anticipated results expressed in these forward-looking statements.ACNB Corporation assumes no duty to update the forward-looking statements made in this presentation.You are encouraged to review the risk factors and other cautionary statements regarding forward-looking information described in other documents ACNB 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.

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The picture can't be display ed. Board of Directors Frank Elsner, III – Chairman of the Board Alan J. Stock – Vice Chairman Richard L. Alloway II James P. Helt Todd L. Herring Scott L. Kelley James J. Lott Donna M. Newell J. Emmett Patterson Daniel W. Potts Thomas A. Ritter Marian B. Schultz D. Arthur Seibel, Jr. David L. Sites James E. Williams

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The picture can't be display ed. Executive Officers •ACNB Bank James P. Helt – President & Chief Executive Officer David W. Cathell – Executive Vice President/Treasurer & Chief Financial Officer Lynda L. Glass – Executive Vice President/Secretary and Chief Risk & Governance Officer Laurie A. Laub – Executive Vice President/Chief Credit & Operations Officer Tom N. Rasmussen – Executive Vice President/Market President Douglas A. Seibel – Executive Vice President/Chief Lending & Revenue Officer Thomas R. Stone – Executive Vice President/Chief Community Banking Officer

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The picture can't be display ed. BusinessAdvisors •Bybel Rutledge LLP Partner Nicholas Bybel, Jr., Esquire •RSM US LLP Partner Faye Miller

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David W. Cathell EVP/Treasurer & Chief Financial Officer

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The picture can't be display ed. Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) The Federal Deposit Insurance Corporation Improvement Act requires that institutions be classified, based on their risk-based capital ratios, into one of five defined categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Tier 1Total Risk-Based Leverage Ratio Capital Ratio FDICIA Standard,Greater Than or Equal ToGreater Than or Equal To Well Capitalized5.0%10.0% ACNB Bank at 12/31/20189.44%14.07%

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Regulation of Bank 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 FDIC is the primary federal regulator of state-chartered banks and also regularly examines state-chartered banks for safety and soundness. These examinations are designed for the protection of the subsidiary bank's depositors rather than ACNB Corporation's stockholders.

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Balance Sheet Trends At Year-End in Millions of Dollars 1,800 1,600 1,400 1,200 1,000 977 800 690 638 600 400 +-----------------------------------------------------------------------_, Investment Securities --191 253 == -----------*----200 -t 0 +------.------.------.------.------.------.------.------.------.------.-----2008 20092010 2011 2012 2013 2014 2015 2016 2017 2018 ...._ Loans Investment Securities Assets Deposits Assets 1,648

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At Year-End in Millions of Dollars 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 •GAAP • Non-GAAP *Non-GAAP Financial Measures Disclosure: Without the nonrecurring expenses incurred as a result of the acquisition and integration of New Windsor Bancorp, Inc., net of the corresponding tax impact at the marginal tax rate, in the amount of $3,010,000 and the one-time charge due to the Tax Cuts and Jobs Act in the amount of $1,700,000, ACNB Corporation's net income for the year ended December 31, 2017, would have been $14,498,000.

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Net Interest Income At Year-End in Millions of Dollars 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

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Stockholders’ Equity At Year-End in Millions of Dollars

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Book Value Per Share At Year-End in Dollars 10.00 5.00 0.00 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

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Dividends Per Share 0.70 0.60 0.50 0.40 0.30 0.20 0.10 2008 2009 2010 2011 2012 20132014 2015 2016 2017 2018 2019 o 1st Quarter o2nd Quarter o 3rd Quarter •4th Quarter

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Recent Stock Price Compared to Tangible Book Value Per As of April 26, 2019 Share Local Peer Financial Holding Companies are similar sized financial institutions in the Southcentral Pennsylvania market. Source of data on individual financial holding companies: Various investment bankers’ reports.

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Wealth Management Assets At Year-End in Millions of Dollars 360 ------------------------------------------------------------------------342 340 +---------------------------------------------------------------320 +------------------------------------------------------------------300 +----------------------------------------------------------------280 +----------------------------------------------------------------260 +----------------------------------------------------------------240 +----------------------------------------------------------------220 +----------------------------------------------------------------200 +----------------------------------------------------------------180 +--------------------------------------------------===----160 +---------------------------------------------140 +--------== ------1. 120 +--------100 80 60 40 20 ---- 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 • Trust Assets•Brokerage Assets

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Wealth Management Fee Income At Year-End in Thousands of Dollars 2,600--------------------------------------------------------------------------2,400 +---------------------------------------------------------------------------2,200 +---------------------------------------------------------------------2,000 +---------------------------------------------------------------------1,800 +--------------------------------------------------------------1,600 +-------------------------------------------------== --1,400 +----------------------------------------------------1,200 +---------------1,000 +-----------11111.1"1-'----800 600 400 200 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

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At Year-End in Thousands of Dollars 2,600 2,500 2,400 2,300 2,200 2,100 2,000 1,900 1,800 1,700 1,600 1,500 1,400 1,300 1,200 1,100 1,000 900 800 700 600 500 400 300 200 100 0 .... - / ... --........... 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 .......Total Fees.......Trust Fees .......Estate Fees-Brokerage Fees 2,364 / / / / /.,........1, 987 / ..,.., // /" ./" ' ./ /..... / _/._. .// 337 / .... 40 Wealth Management Fee Income by Segment

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Russell Insurance Group Total Revenue At Year-End in Millions of Dollars 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

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Russell InsuranceGroup Net Income At Year-End in Thousands of Dollars

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Russell Insurance Group EPS At Year-End in Dollars 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

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James P. Helt President & CEO

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Circles of Commitment Circles of commitment between our organization and its shareholders, employees, customers, and communities served.This commitment is central to ACNB Corporation’s vision and its mission for the subsidiaries of ACNB Bank and Russell Insurance Group, Inc.

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Company Profile • Headquartered in Gettysburg, PA • Stock Symbol: ACNB (Nasdaq) • Market Capitalization ~$266mm • Community Bank Subsidiary: ACNB Bank with Wealth Management • Bank footprint includes Southcentral Pennsylvania (Adams, Cumberland, Franklin, Lancaster & York) and Central Maryland (Baltimore & Carroll) • 32 locations in Pennsylvania and Maryland 14 locations in Adams 6 locations in York 2 locations in Franklin 1 location in Cumberland 1 location in Lancaster 7 locations in Carroll 1 location in Baltimore • Insurance Agency Subsidiary: Russell Insurance Group, Inc. • 3 agency office locations in Maryland (Carroll, Harford & Montgomery)

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• • LANCASTER • CUMBERLAND • •• FRANKLIN •• YORK • ••• -•*••••• • PENNSYLVANIA • ADAMS • / • " CARROLL • •• MARYLAND • BALTIMORE HARFORD • LOCATIONS * ACNB Corporation Operations Center .. MONTGOMERY • • • • ACNB Bank NWSB Bank Russell Insurance Group,Inc. Loan Office Visit acnb.com and riginsurance.com for specific locations. NWSB BANK An.-t{.tC'il ... ACNB Corporation ACNB RUSSElL INSURANCEGROUP A <{ACJI'Bc.._., B A N K

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Performance Highlights • ACNB Corporation reports record 2018 financial results with 122% increase in net income. Record Year • Expanded market penetration and operations in Maryland with the opening of the Hunt Valley Loan Office in 2018. Expand Market • Introduced new checking account products, including Advantage Rewards Checking, that offers our customers unique benefits while leveraging our commitment to our local businesses. Advantage Rewards • Named to Central Penn Business Journal’s list of the Top 50 Fastest Growing Companies in Central Pennsylvania. Top 50 • ACNB Corporation recorded net income of $5,864,000 for the first quarter ended March 31, 2019; an increase of $951,000 or 19% over the same period of 2018. 2019 Q1

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Record Year 1) The primary driver of this significant increase in net income was the first full year of combined banking operations and positive momentum experienced following the acquisition of New Windsor Bancorp, Inc. and its wholly-owned subsidiary, New Windsor State Bank. 2) Enhanced revenue growth attributable to subsidiary activities through both ACNB Bank Wealth Management and Russell Insurance Group, Inc. 3) To a lesser degree, the higher net income reported for 2018 was a result of merger-related expenses in 2017 and organic net revenue growth in 2018, aided by a lower effective tax rate.

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Hunt Valley Loan Production Office

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Advantage Rewards

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10.:9 lnco nW.ty E Ch.lrnbcr$burQ.PA. 17201 0171 26 ·3109 20% Off Any Entree Tap to Redeem

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Creating Shareholder Value Increase Shareholder Equity: At December 31, 2018, total stockholders’ equity was $168,137,000.Compared to $153,966,000 at December 31, 2017, this is an increase of $14,171,000 or 9.2%. Increase Shareholder Dividends: Quarterly cash dividends paid to ACNB Corporation shareholders in 2018 totaled $6,261,000 or $0.89 per share ---an increase of more than $1,000,000 over 2017. ACNB Corporation stock performance ranked in Top 5 of all publicly-traded banks in U.S. with a 34% return.

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• Increased the dividend to Shareholders by 25% over last 2 years • Increased the payout from $5.2 million to over $7 million in 2 years Quarterly Cash Dividend $0.30 $0.25 $0.25 $0.23$0.23$0.23$0.23 $0.20$0.20 $0.20$0.20$0.20$0.20$0.20 $0.20$0.20$0.20$0.20$0.20 $0.20 $0.20 $0.15 $0.10 1ST Q 2ND Q 3RD Q 4TH Q 2015 1ST Q 2ND Q 3RD Q 4TH Q 2016 1ST Q 2ND Q 3RD Q 4TH Q 2017 1ST Q 2ND Q 3RD Q 4TH Q 2018 1ST Q 2ND Q 2019

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Best-and Worst-Performing US Bank Stocks in 2018 I First Community Bankshares Inc. (FCBC) - Data compiled Dec. 27, 2018. Analysis limited to U.S.banks that trade on the Nasdaq, NYSE or NYSE AM. Total return calculated between Dec. 29, 2017, and Dec. 26, 2018. Source: S&P GlobalMarket Intelligence Total return{%) OFG Bancorp (OFG)74.9 First BanCorp. (FBP)65.7 Fidelity D & D Bancorp Inc. (FDBC)57.8 Popular Inc. (BPOP)35.7 r uACNB Corp.(ACNB}33.8 - First FinandalBankshares Inc. (FFIN) FNCB Bancorp Inc.(FNCB) Fidelity Southern Corp. (LION) Bank of Marin Bancorp (BMRC) Broadway Financial Corp. (BYFC) Bank OZK (OZK) First Internet Bancorp (INBK) Sterling Bancorp Inc. (SBT) 26.2 21.5 18.8 -53.8 -52.6 -47.6 -43.5 -42.5 17.0 11.7 1 Texas Capital Bancshares Inc. (TCBI)

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Strategic Initiatives to Build Shareholder Value Strengthen Brand Recognition and Expand Product Offerings Awareness Build Shareholder Value Extend Delivery Channels Expand Customer Relationships

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Strengthen Brand Recognition and Awareness ACNB Bank “Committed To You” Introductory Brand Campaign Video

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Expand Product Offerings Full Wealth Management available in PA & MD Mark Bernier Senior Vice President Wealth Management Officer

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Expand Product Offerings Russell Insurance Group, Inc. Mark Westcott President Frank Russell CEO

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Expand Product Offerings ACNB Bank

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l,lfcJI,a,..-FREE ATMs .-.· ··· ·-· - .... . ... . ... ... . --._ ,IL._..

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Extend Delivery Channels

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Lancaster Loan Production Office

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The Successful Community Bank of the Future One Stop Financial Marketplace Banking Services Wealth Management Insurance Products

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Investment Considerations ACNB Corporation (ACNB) Total Assets = $1.65B Market Cap of ~$266M Well-established Southcentral Pennsylvania Community Bank. Strong Sources of Noninterest Income via Wealth Management & Insurance Services. Experienced Management Team with strong operational ability. Financial performance historically above peers. Strategic plans in place to drive core earnings growth. Well positioned for future growth throughout market. Long-term investment focus centered on generating shareholder value via efficient capital management.

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Our Vision Bank Profile Asset Size:Small-Mid Size Bank ($1 to $5 billion) Footprint:PA/MD Growth:Organic/Opportunistic Acquisitions Strategic Focus Enhance revenue sources to deliver continued solid performance to our shareholders. Control operating expenses by utilizing technology to enhance and streamline operations and delivery channels. Expand our customer base by leveraging current infrastructure with emphasis on new lending opportunities. Vision Statement To be the independent financial services provider of choice in the core markets served by building relationships and finding solutions.

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 Corporation

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Exhibit 99.2

 

 

Press Release

 

FOR IMMEDIATE RELEASE

 

 

Contact:

Lynda L. Glass

 

 

EVP/Secretary & Chief Governance Officer

 

 

717.339.5085

 

 

lglass@acnb.com

 

ACNB CORPORATION HOLDS

2019 ANNUAL MEETING OF SHAREHOLDERS

 

GETTYSBURG, PA, May 9, 2019 — The 2019 Annual Meeting of Shareholders of ACNB Corporation (NASDAQ: ACNB) was held on Tuesday, May 7, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, PA. ACNB Corporation is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD.

 

“2018 was a record financial year in ACNB Corporation’s history with reported net income of $21.7 million, an increase of 122% over prior year results. The primary driver of this significant increase in net income was the first full year of combined banking operations and positive momentum experienced following the acquisition of New Windsor Bancorp, Inc. and its wholly-owned subsidiary, New Windsor State Bank, effective July 1, 2017. Also contributing to the Corporation’s strong 2018 financial performance was enhanced revenue growth attributable to subsidiary activities through both ACNB Bank Wealth Management and Russell Insurance Group, Inc.,” reported ACNB Corporation President & Chief Executive Officer James P. Helt to the company’s shareholders at the meeting.

 

“ACNB Corporation remains a strong, profitable and growing organization with a solid foundation in community banking,” Mr. Helt stated.  “A long history of commitment distinguishes ACNB Corporation and its subsidiaries from its competition. Our pledge of commitment is dependent upon people. At ACNB Corporation, we are indeed thankful for the committed people who serve our customers every business day and who provide oversight on our Board of Directors. Likewise, we are grateful for our shareholders’

 


 

continued investment in ACNB Corporation’s future as we pursue our vision to be the independent financial services provider of choice in the core markets served by building relationships and finding solutions.”

 

During the business portion of the annual meeting, ACNB Corporation’s shareholders approved proposals related to executive compensation and ratification of the selection of RSM US LLP as ACNB Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

In addition, the ACNB Corporation shareholders elected Todd L. Herring, James J. Lott, J. Emmett Patterson, Marian B. Schultz and James E. Williams as Class 1 Directors to serve for terms of three years. All nominees elected were previously members of the Board of Directors of ACNB Corporation. Each member of the Corporation’s Board also serves on the Board of Directors for the Corporation’s banking subsidiary, ACNB Bank.

 

ACNB Corporation, headquartered in Gettysburg, PA, is the $1.7 billion financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and wealth management services, including trust and retail brokerage, via a network of 22 community banking offices, located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York, as well as loan offices in Lancaster and York, PA, and Hunt Valley, MD. As a division of ACNB Bank, NWSB Bank serves its marketplace via a network of seven community banking offices located in Carroll County, MD. Russell Insurance Group, Inc., the Corporation’s insurance subsidiary, is a full-service agency with licenses in 44 states. The agency offers a broad range of property and casualty, life and health insurance to commercial and individual clients through office locations in Westminster, Germantown and Jarrettsville, MD. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

 

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FORWARD-LOOKING STATEMENTS - In addition to historical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: 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 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; 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 SEC, including the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the SEC.

 

ACNB #2019-15

May 9, 2019

 

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