XML 63 R47.htm IDEA: XBRL DOCUMENT
v3.8.0.1

NEW WINDSOR ACQUISITION (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2017
Business Combinations [Abstract] |
Purchase Price Consideration in Common Stock | The following table summarizes the consideration paid for New Windsor and the fair value of assets acquired and liabilities assumed as of the acquisition date: Purchase Price Consideration in Common Stock
New Windsor shares outstanding |  | 1,003,703 |
Shares paid cash consideration |  | 150,555 |
Cash consideration (per New Windsor share) |  | $ | 30.00 |
Cash portion of purchase price |  | $ | 4,519,995 |
New Windsor shares outstanding |  | 1,003,703 |
Shares paid stock consideration |  | 853,148 |
Exchange ratio |  | 1.10 |
Total ACNB shares issued |  | 938,360 |
ACNB’s share price for purposes of calculation |  | $ | 30.50 |
Equity portion of purchase price |  | $ | 28,619,980 |
Cost of shares owned by buyer |  | $ | 150,000 |
Total consideration paid |  | $ | 33,289,975 |
Allocation of Purchase Price |  | In thousands |  |
Total Purchase Price |  |  |  | $ | 33,290 |
Fair Value of Assets Acquired |  |  |  |
Cash and cash equivalents |  | 10,964 |  |  |
Investment securities |  | 21,624 |  |  |
Loans held for sale |  | 1,463 |  |  |
Loans |  | 263,450 |  |  |
Restricted stock |  | 486 |  |  |
Premises and equipment |  | 8,624 |  |  |
Core deposit intangible asset |  | 2,418 |  |  |
Other assets |  | 10,792 |  |  |
Total assets |  | 319,821 |  |  |
Fair Value of Liabilities Assumed |  |  |  |
Non-interest bearing deposits |  | 80,006 |  |  |
Interest bearing deposits |  | 213,327 |  |  |
Subordinated debt |  | 4,688 |  |  |
Other liabilities |  | 1,782 |  |  |
Total liabilities |  | 299,803 |  |  |
Net Assets Acquired |  |  |  | 20,018 |
Goodwill Recorded in Acquisition |  |  |  | $ | 13,272 |
Fair Value Adjustments | The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired. The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Corporation’s expectations of future cash flows for each respective loan.
In thousands |  |
Gross amortized cost basis at July 1, 2017 |  | $ | 272,646 |
Interest rate fair value adjustment on pools of homogeneous loans |  | (731 | )
Credit fair value adjustment on pools of homogeneous loans |  | (4,501 | )
Credit fair value adjustment on purchased credit impaired loans |  | (3,964 | )
Fair value of acquired loans at July 1, 2017 |  | $ | 263,450 |
Acquired Purchased Credit Impaired Loans Receivable | The following table presents the acquired purchased credit impaired loans receivable at the Acquisition Date:
In thousands |  |
Contractual principal and interest at acquisition |  | $ | 13,439 |
Nonaccretable difference |  | (5,651 | )
Expected cash flows at acquisition |  | 7,788 |
Accretable yield |  | (1,458 | )
Fair value of purchased impaired loans |  | $ | 6,330 |
Pro Forma Information | The following table presents certain pro forma information as if New Windsor had been acquired on December 31, 2016. These results combine the historical results of the Corporation in the Corporation’s Consolidated Statements of Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on December 31, 2016. In particular, no adjustments have been made to eliminate the amount of New Windor’s provision for loan losses that would not have been necessary had the acquired loans been recorded at fair value as of December 31, 2016. The Corporation expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts below:
In thousands |  | For the Year Ended December 31, 2016
Total revenues (net interest income plus noninterest income) |  | $ | 102,891 |
Net Income |  | 13,591 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the reconciliation of contractual cash flows to the carrying amount relating to certain loans acquired in a transfer. + References No definition available. + Details
Name: | us-gaap_CertainLoansAcquiredInTransferNotAccountedForAsDebtSecuritiesAcquiredDuringPeriodTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the equity interest issued or issuable in a business acquisition (or series of individually immaterial business acquisitions) planned, initiated, or completed during the period. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (b)(4) -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionEquityInterestIssuedOrIssuableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration