UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
----------------------------------------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 0-11783
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ACNB CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2233457
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
675 OLD HARRISBURG ROAD, GETTYSBURG, PA 17325
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 334-3161
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class - Common Stock ($2.50 par value)
Outstanding at June 30, 1997 - 5,253,278
<PAGE>
ACNB CORPORATION
INDEX
Page No.
Part I. Financial Information
Consolidated Condensed Balance Sheets
June 30, 1997 and December 31, 1996 and
June 30, 1996 3
Consolidated Condensed Statements of Income
Six Months Ended June 30, 1997 and 1996 4
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1997 and 1996 5
Notes to Consolidated Condensed Financial Statements 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operation 8-11
Part II. Other Information 12-13
Page 2
<PAGE>
PART I FINANCIAL INFORMATION
ACNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
June 30 December 31 June 30
1997 1996 1996
<S> <C> <C> <C>
ASSETS (000 omitted)
Cash and Due from Banks 14,776 22,078 26,045
Investment Securities
Securities Held to Maturity 54,766 79,855 109,623
Securities Available for Sale 48,589 36,641 0
--------- --------- ---------
Total Investment Securities 103,355 116,496 109,623
Federal Funds Sold 100 100 100
Loans 340,183 324,927 319,430
Less: Reserve for Loan Losses (3,170) (3,183) (3,242)
--------- --------- ---------
Net Loans 337,013 321,744 316,188
Premises and Equipment 5,178 5,415 5,556
Other Real Estate 352 1,015 813
Other Assets 5,568 5,597 6,223
--------- --------- ---------
TOTAL ASSETS $ 466,342 $ 472,445 $ 464,548
========= ========= =========
LIABILITIES
Deposits
Noninterest Bearing 46,985 52,666 45,183
Interest Bearing 352,090 350,461 355,156
--------- --------- ---------
Total Deposits 399,075 403,127 400,339
Securities Sold Under
Agreement To Repurchase 12,467 16,736 13,930
Borrowing Federal Home Loan Bank 650 0 0
Demand Notes U.S. Treasury 450 450 450
Other Liabilities 2,969 2,696 2,347
--------- --------- ---------
TOTAL LIABILITIES 415,611 423,009 417,066
SHAREHOLDERS EQUITY
Common Stock ($2.50 par value)
20,000,000 shares authorized:
5,253,278 shares issued and
outstanding at 6/30/97 13,133 13,196 13,253
Surplus 3,647 3,994 4,306
Retained Earnings 33,620 31,889 29,923
Net unrealized gains on securities available
for sale 331 357 0
--------- --------- ---------
TOTAL SHAREHOLDERS EQUITY 50,731 49,436 47,482
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY $ 466,342 $ 472,445 $ 464,548
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
Page 3
<PAGE>
ACNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
<S> <C> <C> <C> <C>
(000 omitted) (000 omitted)
INTEREST INCOME
Loan Interest and Fees 6,927 6,579 13,602 13,146
Interest and Dividends on
Investment Securities 1,840 1,489 3,717 2,841
Interest on Federal Funds Sold 2 2 3 3
Interest on Balances with
Depository Institutions 22 232 81 434
------- ------- ------- -------
TOTAL INTEREST INCOME 8,791 8,302 17,403 16,424
INTEREST EXPENSE
Deposits 3,534 3,568 7,007 7,133
Other Borrowed Funds 164 153 335 287
------- ------- ------- -------
TOTAL INTEREST EXPENSE 3,698 3,721 7,342 7,420
NET INTEREST INCOME 5,093 4,581 10,061 9,004
Provision for Loan Losses 60 0 90 0
------- ------- ------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,033 4,581 9,971 9,004
OTHER INCOME
Trust Department 141 86 237 189
Service Charges on Deposit Accounts 185 190 374 366
Other Operating Income 142 150 309 276
Securities Gains 0 0 0 0
------- ------- ------- -------
TOTAL OTHER INCOME 468 426 920 831
OTHER EXPENSES
Salaries and Employee Benefits 1,540 1,427 3,289 2,909
Premises and Fixed Assets 432 424 865 844
Other Expenses 664 691 1,327 1,266
------- ------- ------- -------
TOTAL OTHER EXPENSE 2,636 2,542 5,481 5,019
INCOME BEFORE INCOME TAX 2,865 2,465 5,410 4,816
Applicable Income Tax 948 810 1,787 1,580
------- ------- ------- -------
NET INCOME $ 1,917 $ 1,655 $ 3,623 $ 3,236
======= ======= ======= =======
EARNINGS PER SHARE* $ 0.36 $ 0.31 $ 0.68 $ 0.61
DIVIDENDS PER SHARE* 0.18 0.17 0.36 1.34
</TABLE>
*Based on 5,255,893 shares outstanding in 1997 and 5,304,939 in 1996
See accompanying notes to financial statements.
Page 4
<PAGE>
ACNB CORPORATION AND SUBSIDIARY
STATEMENT OF CASH FLOWS
Six months ended
June 30
1997 1996
(000 omitted)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash Flows from Operating Activities:
Interest and Dividends Received 16,942 16,338
Fees and Commissions Received 1,205 1,063
Interest Paid (7,314) (7,395)
Cash Paid to Suppliers and Employees (4,766) (6,453)
Income Taxes Paid (1,755) (1,555)
Net Cash Provided by Operating Activities 4,312 1,998
Cash Flows from Investing Activities:
Proceeds from Maturities of Investment Securities
and Interest Bearing Balances with Other Banks 26,701 27,266
Purchase of Investment Securities and Interest
Bearing Balances with Other Banks (13,560) (32,290)
Principal Collected on Loans 33,527 41,592
Loans Made to Customers (48,223) (37,180)
Capital Expenditures (87) (97)
Net Cash Used in Investing Activities (1,642) (709)
Cash Flow from Financing Activities:
Net Increase in Demand Deposits, NOW Accounts, and
Savings Accounts 376 1,434
Proceeds from Sale of Certificates of Deposit 21,254 22,857
Payments for Maturing Certificates of Deposit (29,951) (15,468)
Dividends Paid (1,891) (7,111)
Increase (Decrease) in Borrowings 650 251
Repurchase of Common Stock (410) (107)
Net Cash Provided by Financing Activities (9,972) 1,856
Net Increase in Cash and Cash Equivalents (7,302) 3,145
Cash and Cash Equivalents: Beginning of Period 22,178 23,000
End of Period 14,876 26,145
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES
Net Income 3,623 3,236
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 324 312
Provision for Possible Credit Losses 90 0
Provision for Deferred Taxes 73 87
Amortization of Investment Securities Premiums 17 243
Increase (Decrease) in Taxes Payable (41) (62)
(Increase) Decrease in Interest Receivable 138 (300)
Increase (Decrease) in Interest Payable 28 25
Increase (Decrease) in Accrued Expenses 282 131
(Increase) Decrease in Other Assets 109 (1,873)
Increase (Decrease) in Other Liabilities (331) 199
Net Cash Provided by Operating Activities 4,312 1,998
DISCLOSURE OF ACCOUNTING POLICY
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, and federal funds sold. Generally, federal funds
are purchased and sold for one-day periods.
Page 5
<PAGE>
ACNB CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly
ACNB Corporation's financial position as of June 30, 1997 and 1996 and
December 31, 1996 and the results of its operations for the six months
ended June 30, 1997 and 1996 and changes in financial position for the six
months then ended. All such adjustments are of a normal recurring nature.
The accounting policies followed by the company are set forth in Note A to
the company's financial statements in the 1996 ACNB Corporation Annual
Report and Form 10-K filed with the Securities and Exchange Commission
under file no. 0-11783.
2. The book and approximate market values of securities owned at June 30, 1997
and December 31, 1996 were as follows:
<TABLE>
<CAPTION>
6/30/97 12/31/96
Amortized Fair Amortized Fair
Cost Value Cost Value
(000 omitted)
<S> <C> <C> <C> <C>
U.S. Treasury and U.S. Government
Agencies (held to maturity) 53,934 53,989 78,930 79,020
State and Municipal (held to
maturity) 832 832 925 926
U.S. Government Agencies
(available for sale) 45,226 45,728 33,530 34,071
Other Investments (avail for sale) 2,861 2,861 2,570 2,570
-------- -------- -------- --------
TOTAL $102,853 $103,410 $115,955 $116,587
</TABLE>
Income earned on investment securities was as follows:
Six Months Ended June 30
1997 1996
(000 omitted)
U.S. Treasury 789 1,235
U.S. Government Agencies 2,815 1,492
State and Municipal 28 33
Other Investments 85 81
----- -----
3,717 2,841
3. Gross loans are summarized as follows:
June 30 December 31
(000 omitted)
Real Estate 302,970 288,588
Real Estate Construction 12,132 11,207
Commercial and Industrial 10,168 9,866
Consumer 14,913 15,266
-------- --------
Total Loans $340,183 $324,927
Page 6
<PAGE>
4. Earnings per share are based on the weighted average number of shares of
stock outstanding during each period. Weighted average shares outstanding
for the six month periods ended June 30, 1997 and 1996 were 5,255,893 and
5,304,939 respectively.
5. Dividends per share were $.36 and $1.34 for the six month periods ended
June 30, 1997 and 1996 respectively. This represented a 52% payout of net
income in 1997 and a 219% payout in 1996. The 1996 dividend includes a
$1.00 special dividend paid in January 1996.
6. The results of operations for the six month periods ended June 30, 1997 and
1996 are not necessarily indicative of the results to be expected for the
full year.
Page 7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
The following is management's discussion and analysis of the significant changes
in the results of operations, capital resources and liquidity presented in its
accompanying consolidated financial statements for ACNB Corporation, a bank
holding company (the Corporation), and its wholly-owned subsidiary, Adams County
National Bank (the Bank). The Corporation's consolidated financial condition and
results of operations consist almost entirely of the Bank's financial condition
and results of operations. This discussion should be read in conjunction with
the 1996 Annual Report. Current performance does not guarantee, assure, or is
necessarily indicative of similar performance in the future.
In addition to historical information, this Form 10-Q contains forward-looking
statements. The forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Important
factors that might cause such a difference include, but are not limited to,
those discussed in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations". Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. The Corporation undertakes no
obligation to publicly revise or update these forward-looking statements to
reflect events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in other documents the Corporation
files from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-Q to be filed by the Corporation in 1997 and
1998, and any Current Reports on Form 8-K filed by the Corporation.
Three months ended June 30,1997 compared to three months ended June 30, 1996
Net Income for the second three months of 1997 was $1,917,000, up $262,000 or
16% above the second quarter of 1996. The increase in net income was due
primarily to a six (6%) percent improvement in Total Interest Income. Net income
per share, for the second quarter, was $.36, up $.05 or 16% above the $.31
earned in the comparable period in 1996.
An explanation of the factors and trends that caused changes between the two
periods, by major earnings category, follows.
Total interest income for the second three month period of 1997 was $8,791,000,
up $489,000 or 6% above the $8,302,000 earned in the same period of 1996. The
$489,000 increase in interest income was due to higher yields on securities and
greater volume of loans. The average yield on securities rose to 6.88%, an
increase of 120 basis points over the same quarter in 1996. In an effort to
manage interest rate risk, the Bank purchased $45 million of mortgage backed
securities classified as available-for-sale over the last twelve months. Income
from loans during the current period increased due to loan growth of
approximately $20.8 million.
Total interest expense for the second three month period of 1997 was $3,698,000,
down $23,000 or 1% below the $3,721,000 incurred for the same period in 1996.
The $23,000 decrease in interest expense was due primarily to a slight decrease
in the average cost of interest bearing deposits. The average volume of interest
bearing liabilities was $0.8 million lower in the current quarter compared to
the same quarter in 1996.
Page 8
<PAGE>
Net interest income after provision for loan losses for the second three month
period of 1997 was $5,033,000, up $452,000 or 9.9% above the $4,581,000 earned
in the same period of 1996. The increase in current period net interest income
was achieved from a larger average volume of loans and improvement in yield on
securities.
Total non-interest income for the second three month period of 1997 at $468,000,
was $42,000 or 9.9% greater than the same quarter in 1996. This was primarily
due to increased Trust Department fees of $141,000 compared to $86,000 in 1996.
Total non-interest expense for the second three month period of 1997 was
$2,636,000, up $94,000 or 3.8% greater than the $2,542,000 incurred for the
second quarter of 1996. Most of the increase was in salaries and benefits which
were up $113,000 or 7.9%.
The provision for income taxes in the second quarter increased $138,000 or 17.0%
due to a higher level of pretax earnings.
Six months ended June 30, 1997 compared to six months ended June 30, 1996
Net income for the first six months of 1997 was $3,623,000, up $387,000 or 12.0%
above the $3,236,000 earned for the same period of 1996. The increase in net
income was due primarily to strong growth in loans and improved yield on
securities. For the six month period (annualized) of 1997, the return on average
assets (ROA) and return on average equity (ROE) were 1.58% and 14.65%,
respectively, compared to 1.42% and 13.68%, respectively, for 1996.
At June 30, 1997, total assets were approximately $466 million, reflecting a $2
million or 1% increase above June 30, 1996. As explained more fully under
Capital Management section, book value per share was $9.59 on June 30, 1997,
compared to $8.96 on June 30, 1996. (The Corporation's capital remained sound as
evidenced by a Tier I Risked-Based Capital Ratio of 17.7% and a Total Risk-Based
Capital Ratio of 18.9% on June 30, 1997.)
Total interest income for the current six month period was $17,403,000, up
$979,000 or 6.0% above the $16,424,000 earned in the same period of 1996. The
$979,000 increase in total interest income was due primarily to a larger volume
of loans in the first half, due to improved loan demand, and improved yields on
securities. Yield on securities was 6.84% for the first half of 1997 versus
5.58% for the same period last year.
Total interest expense for the current six month period was $7,342,000, down
$78,000 or 1.1 % below the $7,420,000 incurred for the same period in 1996. The
$78,000 decrease in total interest expense was due to a decline in average cost
of interest bearing liabilities, principally time deposits. The year to date
average volume of interest bearing liabilities increased approximately $2.4
million or 6.6% above the same period of 1996.
Net interest income was $10,061,000 for the current period, up $1,057,000 or
11.7% above the first six months in 1996. Income from a larger volume of
investment securities out paced funding costs. The net yield on average earning
assets was 4.53% for the current six month period compared to 4.11% for the same
period in 1996.
Total non-interest income for the current six month period was $920,000, up
$89,000 or 10.7% above the same period in 1996. Improvement was in all major
categories but centered mainly in the Trust Department, which was up $48,000,
caused by greater activity in estate settlements.
Total non-interest expense for the current six month period was $5,481,000, up
$462,000 or 9.2% above the $5,019,000 incurred for the same period in 1995. The
increase in total non-interest expense was primarily the result of a $380,000
increase in salaries and employee benefits.
Page 9
<PAGE>
The provision for income taxes was $1,787,000 for the current period, up
$207,000 above the same period in 1996 due to a higher level of pretax earnings.
INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS
Six Months Ended
6/30/97 6/30/96
Rate Rate
Earning Assets 7.86% 7.51%
Interest Bearing Liabilities 4.03% 4.07%
Interest Rate Spread 3.82% 3.44%
Net Yield on Earning Assets 4.53% 4.11%
Net Yield on Earning Assets is the difference, stated in percentages, between
the interest earned on loans and other investments and the interest paid on
deposits and other sources of funds. The Net Yield on Earning Assets is one of
the best analytical tools available to demonstrate the effect of interest rate
changes on the Corporation's earning capacity.
The Net Yield on Earning Assets, for the first six months of 1997, was up 42
basis points compared to the same period in 1996. This is a result of improved
yields on government securities and a larger volume of loans.
PROVISION AND RESERVE FOR POSSIBLE LOAN LOSSES
Reserve for Possible Loan Losses
(In Thousands) Six Months Ended
6/30/97 6/30/96
Balance at Beginning of Period 3,183 3,274
Provision Charged to Expense 90 0
Loans Charged Off 111 89
Recoveries 8 57
Balance at End of Period 3,170 3,242
Ratios:
Net Charge-offs to:
Net Income 2.84% .99%
Total Loans .03% .01%
Reserve for Possible Loan Losses 3.25% .99%
Reserve for Possible Loan Losses to:
Total Loans .93% 1.01%
The Reserve for Possible Loan Losses at June 30, 1997 totaled $3,170,000 (.93%
of Total Loans), a decrease of $72,000 from $3,242,000 (1.01% of Total Loans) at
the end of the first six months of 1996. Loans past due 90 days and still
accruing amounted to $1,907,000 and non-accrual loans totaled $1,819,000 as of
6/30/97. The ratio of non-performing assets plus other real estate owned to
total assets was .87% at 6/30/97. All properties are carried at the lower of
market or book value and are not considered to represent significant threat of
loss to the bank.
Page 10
<PAGE>
Loans past due 90 days and still accruing were $2,175,000 at year end 1996 while
non-accruals stood at $994,000. The bulk of the Corporation's real estate loans
are in owner occupied dwellings but it is hoped that internal loan review
procedures will be effective in recognizing and helping correct any real estate
lending problems that may occur due to current economic conditions. Interest not
accrued, due to an average of $1,407,000 in non-accrual loans, was approximately
$63,000 for the first six months of 1997.
A loan is considered impaired when, based on current information and events, it
is probable that a creditor will be unable to collect all amounts due. Impaired
loans are measured based on the present value of expected future cash flows,
discounted at the loan's effective interest rate, or as a practical expedient,
at the loan's observable market price or the fair value of the collateral if the
loan is collateral dependent. If the measure of the impaired loan is less than
its recorded investment a creditor must recognize an impairment by creating, or
adjusting, a valuation allowance with a corresponding charge to loan loss
expense. The Corporation uses the cash basis method to recognize interest income
on loans that are impaired. All of the Corporation=s impaired loans were on
non-accrual status for all reported periods.
CAPITAL MANAGEMENT
Total Shareholders' Equity amounted to $50,731,000 at 6/30/97 compared to
$47,482,000 at 6/30/96, a decrease of $3,249,000 or 6.8% over that period. The
ratio of Total Shareholders' Equity to Total Assets was 10.22% at 6/30/96,
10.46% at 12/31/96, and 10.88% at 6/30/97. The total risk-based capital ratio
was 18.9% at 6/30/97. The leverage ratio was 10.94% at 6/30/97 and 10.36% during
the same period in 1996. Capital at ACNB Corporation remains strong even with a
52% dividend payout ratio. See Note #5 for information regarding dividends paid
during 1997.
In September of 1995, the Board of Directors approved a share repurchase plan of
100,000 shares. Over the intervening period the Corporation has repurchased and
retired 62,844 shares.
LIQUIDITY AND INTEREST RATE SENSITIVITY
The Corporation's liquidity is adequate. Liquid assets (cash and due from banks,
federal funds sold, money market instruments, available for sale securities and
held to maturity investment securities maturing within one year) equal 16.8% of
total assets at 6/30/97. This mix of assets would be readily available for
funding any cash requirements. In addition, the Bank has an approved line of
credit of $218,022,000 at the Federal Home Loan Bank of Pittsburgh with $650,000
outstanding at 6/30/97.
As of 6/30/97, the cumulative asset sensitive gap was 8.9% of total assets at
one month, 11.1% at six months, and 19.6% at one year. Adjustable rate
mortgages, which have an annual interest rate cap of 2%, are considered rate
sensitive. Passbook savings and NOW accounts are carried in the one to five year
category while half of money market deposit accounts are spread over the four to
twelve month category and the other half are shown to mature in the one to three
year category.
There are no known trends or demands, commitments, events or uncertainties that
will result in, or that are reasonably likely to result in, liquidity increasing
or decreasing in any material way. Aside from those matters described above,
management does not currently believe that there are any known trends or
uncertainties which would have a material impact on future operating results,
liquidity or capital resources nor is it aware of any current recommendations by
the regulatory authorities which if they were to be implemented would have such
an effect, although the general cost of compliance with numerous and multiple
federal and state laws and regulation does have and in the future may have a
negative impact on the corporation's results of operations.
Page 11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any litigation that would have a material adverse
effect on the consolidated financial position of the Corporation. There are no
proceedings pending other than the ordinary routine litigation incident to the
business of the Corporation and its subsidiary. In addition, no material
proceedings are pending or are known to be threatened or contemplated against
the Corporation and the Bank by government authorities.
Item 2. Changes in Securities - Nothing to report.
Item 3. Defaults Upon Senior Securities - Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
(a) An annual meeting of shareholders was held at 1:00 p.m. on May 6, 1997 at
the main office of Adams County National Bank, 675 Old Harrisburg Road,
Gettysburg, Pennsylvania, 17325.
(b) (c) Two matters were voted upon, as follows:
Proposal to fix the number of shareholders to be elected as Class 2 Directors at
four (4):
Votes Cast Votes Cast Votes
"FOR" "AGAINST" ABSTAINED
3,129,407 6,342 16,575
Four Class 2 directors were elected, as below:
Votes Cast Votes
Reelected Term Expires "FOR" "WITHHELD"
- --------- ------------ ----------- ----------
Richard L. Galusha 2000 3,129,763 22,561
Wayne E. Lau 2000 3,115,655 36,669
Paul G. Pitzer 2000 3,125,695 26,629
Jennifer L. Weaver 2000 3,052,163 100,161
Directors whose term continued after meeting:
(Class 1 Directors)
Philip P. Asper 1998
D Richard Guise 1998
Ronald L. Hankey 1998
Marian B. Schultz 1998
(Class 3 Directors)
Robert G. Bigham 1999
Guy F. Donaldson 1999
Frank Elsner, Jr. 1999
Philip M. Jones 1999
William B. Lower 1999
Ralph S. Sandoe 1999
L Robert Snyder 1999
Item 5. Change of composition of Board of Directors.
Item 6. Exhibits and Reports of Form 8-K - Nothing to report.
Page 12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACNB CORPORATION
/s/ Ronald L. Hankey
--------------------------------------
Ronald L. Hankey, President
July 23, 1997
(Date)
/s/ John W. Krichten
--------------------------------------
John W. Krichten, Secretary/Treasurer
Page 13
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 14,776
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 100
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 48,589
<INVESTMENTS-CARRYING> 54,766
<INVESTMENTS-MARKET> 54,821
<LOANS> 340,183
<ALLOWANCE> 3,170
<TOTAL-ASSETS> 466,342
<DEPOSITS> 399,075
<SHORT-TERM> 13,567
<LIABILITIES-OTHER> 2,969
<LONG-TERM> 0
13,133
0
<COMMON> 0
<OTHER-SE> 37,598
<TOTAL-LIABILITIES-AND-EQUITY> 466,342
<INTEREST-LOAN> 13,602
<INTEREST-INVEST> 3,717
<INTEREST-OTHER> 84
<INTEREST-TOTAL> 17,403
<INTEREST-DEPOSIT> 7,007
<INTEREST-EXPENSE> 7,342
<INTEREST-INCOME-NET> 10,061
<LOAN-LOSSES> 90
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 5,481
<INCOME-PRETAX> 5,410
<INCOME-PRE-EXTRAORDINARY> 5,410
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,623
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
<YIELD-ACTUAL> 4.53
<LOANS-NON> 1,819
<LOANS-PAST> 1,907
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 3,726
<ALLOWANCE-OPEN> 3,183
<CHARGE-OFFS> 111
<RECOVERIES> 8
<ALLOWANCE-CLOSE> 3,170
<ALLOWANCE-DOMESTIC> 3,170
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
