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 5, 2020

 

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):

 

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

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

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

¨ 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 ¨

 

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. ¨

 

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 5, 2020, ACNB Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 8,669,906 shares of the Company’s common stock were entitled to vote as of March 16, 2020, the record date for the Annual Meeting. There were 6,558,473 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 3 Directors

 

The shareholders voted to elect five (5) Class 3 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

 

Kimberly S. Chaney

 

4,553,366 128,264 1,876,843

Frank Elsner, III

 

4,546,259 135,371 1,876,843

James P. Helt

 

4,590,947 90,683 1,876,843

Scott L. Kelley

 

3,585,929 1,095,701 1,876,843

Daniel W. Potts

 

4,566,802 114,828 1,876,843

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

 

4,159,068 337,348 185,214

1,876,843

 

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, 2020. The results of the vote were as follows:

 

For Against Abstain

Broker

Non-Votes

 

6,386,280

 

26,741 145,452

-0-

 

 

 

 

 

ITEM 7.01 Regulation FD Disclosure

 

On May 5, 2020, James P. Helt, President & Chief Executive Officer of the Registrant, made a presentation at the 2020 Annual Meeting of Shareholders held in a virtual meeting format. 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 2020 Annual Meeting Presentation Slides.
99.2 2020 Annual Meeting Press Release dated May 7, 2020.

 

 

 

 

EXHIBIT INDEX

 

 

EXHIBIT NO.

 

99.1 2020 Annual Meeting Presentation Slides.
99.2 2020 Annual Meeting Press Release dated May 7, 2020.

 

 

 

 

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 7, 2020 /s/ Lynda L. Glass                  
  Lynda L. Glass
  Executive Vice President/
  Secretary & Chief Governance Officer

 

 

Exhibit 99.1

 

Annual Meeting of Shareholders May 5, 2020

 

 

Welcome & Introductions

 

 

The picture can't be displayed. Board of Directors Alan J. Stock – Chairman of the Board Richard L. Alloway II Kimberly S. Chaney Frank Elsner, III 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

 

 

The picture can't be displayed. Subsidiary 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/Maryland Market President Douglas A. Seibel – Executive Vice President/Chief Lending & Revenue Officer Thomas R. Stone – Executive Vice President/Chief Community Banking Officer • Russell Insurance Group, Inc. Mark A. Westcott – President & Chief Executive Officer

 

 

The picture can't be displayed. Business Advisors • Bybel Rutledge LLP Partner Nicholas Bybel , Jr., Esquire • RSM US LLP Partner Patrick Mulloy

 

 

The picture can't be displayed. Meeting Agenda • Call to Order & Business Matters • President & CEO Presentation • Shareholder Questions & Answers • Voting Results from Judge of Election • Adjournment

 

 

The picture can't be displayed. Rules of Conduct and Procedures In the interest of an orderly Annual Meeting of Shareholders for ACNB Corporation, please honor the following basic Rules of Conduct and Procedures: • If you have joined the webcast meeting as a Shareholder using a proxy control number, you will be able to submit questions during the meeting using the message icon. These questions will be addressed prior to adjournment. • If you have joined the webcast meeting as a Guest, using only the meeting password, you will not have the ability to ask questions. • ACNB Corporation reserves the right to not respond to any questions not related to today’s meeting agenda or if the matter is of specific individual concern. A representative of ACNB Corporation will follow up with the requestor after the meeting. • Additional questions can also be submitted after the meeting via investor.relations@acnb.com. • Full Rules of Conduct and Procedures for the Annual Meeting are posted and accessible via the Investor Relations page at acnb.com.

 

 

The picture can't be displayed. 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.

 

 

Call to Order & Business Matters

 

 

President & CEO Presentation James P. Helt

 

 

• Headquartered in Gettysburg, PA • Stock Symbol : ACNB (Nasdaq) • Community Bank Subsidiary : ACNB Bank with Wealth Management • Bank Marketplace includes Southcentral Pennsylvania ( Adams, Cumberland, Franklin, Lancaster & York Counties ) and Northern Maryland (Baltimore, Carroll & Frederick Counties) • 36 locations in Pennsylvania and Maryland x 14 locations in Adams x 6 locations in York x 1 location in Cumberland x 1 location in Franklin x 1 location in Lancaster x 7 locations in Carroll x 5 locations in Frederick x 1 location in Baltimore • Insurance Agency Subsidiary : Russell Insurance Group, Inc. • 3 office locations in Maryland (Carroll, Harford & Montgomery Counties) • 1 office location in Pennsylvania (Adams County) Company Profile

 

 

 

 

2019 Performance Highlights Record Year • ACNB Corporation reported record 2019 financial results with $23.7 million in net income, an increase of 9% ov er 2018 . Market Expansion • Expanded market penetration and operations in Pennsylvania with the opening of the Lancaster Loan Office in May 2019. Inorganic Growth • Announced execution of definitive agreement to acquire Frederick County Bancorp, Inc. and its wholly - owned subsidiary, Frederick County Bank, on July 2, 2019, with closing of this transaction in Frederick, Maryland, effective January 11, 2020. • Aggregate dividends paid to ACNB Corporation shareholders totaled $6.9 million, an increase of 11% over 2018. Dividends Top 50 • Named to Central Penn Business Journal’s list of the Top 50 Fastest Growing Companies in Central Pennsylvania for the second year in a row .

 

 

2019 Record Financial Results

 

 

Statement of Condition - Assets • Total Assets of $1.7 Billion at December 31, 2019 • Year - Over - Year Growth of $72.5 Million or 4% • Earning Assets Growth – Year - Over - Year Loan Decline of $29.9 Million or 2% – Overall decline in loans outstanding was due to payoffs in a declining rate environment; however, new loan origination was up. – Year - Over - Year Growth in Investments of $21.3 Million or 11% – Year - Over - Year Growth in Interest Bearing Deposits and Cash of $76.7 Million or 369%

 

 

Statement of Condition - Funding • Total Deposits of $1.4 Billion at December 31, 2019 • Year - Over - Year Growth of $64.2 Million or 5% • Other Funding Sources – Year - Over - Year FHLB & Borrowings Decline of $17.2 Million or 21% – Year - Over - Year Stockholders’ Equity Growth of $21.4 Million or 13%, due to Retained Earnings and Fair Value Gain in Accumulated Other Comprehensive Income

 

 

Net Income At Year - End in Millions of Dollars *Non - GAAP Financial Measures Disclosure: Without the nonrecurring expenses incurred as a result of the acquisition and integrati on 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 amo unt of $1,700,000, ACNB Corporation's net income for the year ended December 31, 2017, would have been $14,498,000.

 

 

2019 Earnings • 2019 Net Income of $23.7 Million – Up 9% from 2018 • Year - Over - Year Changes – Net Interest Income Up $2.3 Million or 4% – Net Interest Margin Steady at 3.81% with Declining Trend – Provision for Loan Losses Down $1.0 Million – Other Income Up $2.2 Million or 14% – Russell Insurance Group/Commissions from Insurance Sales Up 14% – ACNB Bank Wealth Management/Income from Fiduciary, Investment Management and Brokerage Activities Up 4% – Service Charges on Deposit Accounts Up 17% – Service Charges on ATM and Debit Card Transactions Up 3% – Other Expenses Up $2.9 Million or 7% – Merger - Related Expenses of $769,000 – Contract Negotiation Expenses of $591,000 – Salaries and Employee Benefits Up 8% – Other Expense Categories Down 3% Year Net Interest Margin Return On Average Assets Earnings Per Share 2019 3.81% 1.40% $3.36 2018 3.81% 1.34% $3.09

 

 

Statement of Stockholders’ Equity • Total Stockholders’ Equity of $189.5 Million at December 31, 2019 - Up $21.4 Million or 13% since December 31, 2018 • Retained Net Income Up $16.8 Million with $23.7 Million in Net Income Minus $6.9 Million in Dividends Paid for a 29% Dividend Payout Ratio • Dividend Reinvestment and Stock Purchase Plan and Restricted Stock of $1.2 Million • Change in Other Comprehensive Income/Loss of $3.4 Million

 

 

Bank Regulatory Capital Ratios • Capital is the “C” in CAMELS Regulatory Rating System • Capital Measured by Quantitative Ratios and Regulators Can Apply Qualitative Judgments on Necessary Capital Levels • For 2019, Tier 1 Leverage Ratio Increased on Higher Income and Modest Asset Growth • For 2019, Common Tier 1 Capital and Total Risk - Based Capital Ratios Stable on Loan Mix Changes • All Capital Ratios Indicate ACNB Bank to be Well Capitalized At Year - End

 

 

Dividends Per Share YTD 4%

 

 

Frederick County Bancorp, Inc. (FCBI) Acquisition

 

 

Statement of Condition Following FCBI Acquisition This table summarizes the fair value of FCBI assets acquired and liabilities assumed and the resulting ACNB balance sheet in thousands of dollars at quarter - end March 31, 2020. FCBI Acquisition ACNB 3/31/20 Cash and cash equivalents $ 35,262 $ 129,170 Investments 22,167 273,026 Loans held for sale 4,050 4,786 Loans 329,917 1,590,187 Premises and equipment 11,682 34,506 Core deposit and other intangible assets 3,572 7,684 Goodwill 22,120 41,700 Other assets 15,471 99,006 Total Assets $ 444,241 $ 2,180,065 Non-interest bearing deposits $ 103,492 $ 433,923 Interest bearing deposits 270,566 1,377,434 Borrowings 9,450 97,827 Other liabilities 2,824 23,887 Total Liabilities $ 386,332 $ 1,933,071 Total Stockholders’ Equity 57,909 246,994 Total Liabilities and Stockholders’ Equity $ 444,241 $ 2,180,065

 

 

FCBI Acquisition Rationale • Mid to high single digit EPS accretion • Modest tangible book value dilution with a reasonable tangible earnback period • Significantly expands core markets into Frederick County, providing additional lending opportunity and a robust deposit base in a demographically - attractive banking market • Enhances ACNB’s Maryland presence, increasing ACNB’s deposit market share position to 4th in the county and 23rd in the state • Creates combined company of increased size and scale to address the needs of the current banking landscape and to take advantage of growth market opportunities with greater resource strength • Accelerates ACNB’s growth by building a larger base of low - cost core deposits and expanding the Bank’s business relationships • Continues execution of ACNB’s strategic plan for inorganic growth coupled with future organic growth potential • Provides opportunity to further ACNB’s franchise value focused on the commitment to community banking • Balances positive financial and strategic gains for ACNB

 

 

Coronavirus Disease 2019 (COVID - 19)

 

 

ACNB Corporation Response to COVID - 19 • All community banking offices were limited to drive - up services for in - person banking transactions, with lobby access available via appointment in the case of critical needs for services such as safe deposit box access. • Additional staff were allocated to assist customers over the telephone and to handle new customer enrollments in Online Banking, Mobile Banking, and Bill Pay. • Operations are being conducted in compliance with current guidelines regarding social distancing, face masks, sanitation, and personal hygiene. • Staff members are working remotely when able to do so to complete their primary responsibilities.

 

 

ACNB Corporation Response to COVID - 19 • Limits on Mobile Banking deposit transactions were raised temporarily so that customers have the ability to deposit checks in both higher dollar amounts and number. • All ACNB Bank fees for customers using an ATM, regardless of the location, are waived until further notice. • Early withdrawal penalties on CDs open greater than seven days are waived until further notice. • To assist customers in managing deposit accounts, fees for account transfers conducted via the Customer Contact Center are waived and there is potential fee relief for overdraft services until further notice. • For personal loan customers experiencing financial hardship, processes are in place to assist in loan payment deferrals or other accommodations. • For business loan customers, processes are in place to assist in loan payment deferrals or other accommodations. • For eligible business customers, the Bank is participating in any available government loan programs through the Small Business Administration or otherwise, including the Paycheck Protection Program. • For business customers, there is potential fee relief for the Bank’s deposit and lending solutions, as well as potential maintenance fee waiver for Remote Deposit Capture services until further notice. • Free pharmacy, vision and hearing benefits, as well as identity theft protection, are extended to all customers with personal checking accounts until December 31, 2020.

 

 

Commercial Loan Portfolio Concentrations The table provides information with respect to the Corporation’s commercial loans by industry at March 31, 2020, that may have suffered, or are expected to suffer, greater losses as a result of COVID - 19. As of March 31, 2020 Type of Loans Number of Loans Balance Percentage of Total Loan Portfolio Percentage of Tier 1 Capital Lessors of Commercial Real Estate 36 $ 26,538,223 1.65% 10.74% Hospitality Industry (Hotel/Bed & Breakfast) 20 35,882,974 2.23% 14.53% Food Services Industry 34 15,517,902 0.97% 6.28% Other 126 54,959,739 3.42% 22.25% 216 $132,898,838 8.27% 53.80% 1.65%

 

 

COVID - 19 Loan Modifications As of March 31, 2020 Type of Loans Number of Loans Deferral Period Balance Percentage of Tier 1 Capital Commercial Purpose 216 3 months $ 132,898,838 53.80% Consumer Purpose 71 1-3 months 1,498,218 0.61% 287 $ 134,397,056

 

 

Paycheck Protection Program (PPP) Loans As of April 30, 2020 PPP Phase # OF APPROVED APPLICATIONS $ AMOUNT OF APPROVED APPLICATIONS APPROX. FEE INCOME # OF PPP LOANS FUNDED $ AMOUNT OF FUNDED LOANS FEE INCOME 1 826 $118,854,285.00 $4,481,302.00 822 $118,499,485.00 $4,465,402.00 2 375 $26,645,118.00 $1,096,162.00 Totals 1,201 $145,499,403.00 $5,577,464.00

 

 

Our Vision To be the independent financial services provider of choice in the core markets served by building relationships and finding solutions.

 

 

Shareholder Questions & Answers

 

 

Voting Results from Judge of Election

 

 

Thank You & Meeting Adjournment

 

 

 

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

2020 ANNUAL MEETING OF SHAREHOLDERS

 

GETTYSBURG, PA, May 7, 2020 --- The 2020 Annual Meeting of Shareholders of ACNB Corporation (NASDAQ: ACNB) was held on Tuesday, May 5, in a virtual meeting format as a result of the public health threat associated with the COVID-19 pandemic. ACNB Corporation is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD.

“2019 performance highlights for ACNB Corporation included the achievement of record earnings in the amount of $23.7 million, representing a 9% increase over 2018. We expanded our market penetration and operations in Pennsylvania with the opening of a loan production office in Lancaster. We announced the execution of a definitive agreement to acquire Frederick County Bancorp, Inc. and its wholly-owned subsidiary, Frederick County Bank, in the new market of Frederick, Maryland. We were, once again, named to the Central Penn Business Journal’s list of the Top 50 Fastest Growing Companies in central Pennsylvania. And, we were pleased in 2019 to provide an increase in the aggregate amount of dividends paid to our shareholders, which totaled $6.9 million and represented an 11% increase over 2018,” said James P. Helt, ACNB Corporation President & Chief Executive Officer during his presentation at the meeting.

 

 

 

 

ACNB Corporation

Press Release/2020 Annual Meeting of Shareholders

May 7, 2020

Page 2 of 3

 

In reference to ACNB Corporation’s response to COVID-19, Mr. Helt continued, “It is our time to rise up and be a source of strength in our communities, because we come from a position of strength. We are a bank that is strong, steady and stable. We have withstood the test of time and provided continual service to our communities when our customers most need it.”

Mr. Helt ended the presentation saying, “So, I encourage all of us to look to the future with determination. We are confident that working together we can fulfill our mission as community bankers to serve our communities and continue to grow our company by building relationships and finding solutions.”

During the business portion of the annual meeting, ACNB Corporation 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, 2020.

In addition, the Corporation’s shareholders elected Kimberly S. Chaney, Frank Elsner, III, James P. Helt, Scott L. Kelley and Daniel W. Potts as Class 3 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 $2.2 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 21 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 divisions of ACNB Bank operating in Maryland, FCB Bank and NWSB Bank serve the local marketplace with a network of five and seven community banking offices located in Frederick County and Carroll County, MD, respectively. Russell Insurance Group, Inc., the Corporation’s insurance subsidiary, is a full-service agency with licenses in 44

 

 

 

 

ACNB Corporation

Press Release/2020 Annual Meeting of Shareholders

May 7, 2020

Page 3 of 3

 

states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster, Germantown and Jarrettsville, MD, and Gettysburg, PA. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

#      #      #

 

 

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 particularly with regard to the negative impact of severe and wide-ranging disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) on current customers, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; the effects of technology changes; volatilities in the securities markets; the effect of general economic conditions and more specifically in the Corporation’s market areas; the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism; disruption of credit and equity markets; the ability to manage current levels of impaired assets; the loss of certain key officers; the ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the 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 #2020-11

May 7, 2020