XML 36 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCKHOLDERS' EQUITY AND REGULATORY MATTERS
 12 Months Ended
Dec. 31, 2021
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract]  
STOCKHOLDERS' EQUITY AND REGULATORY MATTERS STOCKHOLDERS’ EQUITY AND REGULATORY MATTERS
In January 2011, the Corporation offered stockholders the opportunity to participate in the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan. The plan provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate in the plan. During 2021, 23,884 shares were issued under this plan with proceeds in the amount of $670,000. During 2020, 20,015 shares were issued under this plan with proceeds in the amount of $493,000. Proceeds are used for general corporate purposes.
The ACNB Corporation 2009 Restricted Stock Plan expired by its own terms after ten years on February 24, 2019. No further shares may be issued under this plan. Of the 200,000 shares of common stock authorized under this plan, 25,945 shares were issued. The remaining 174,055 shares were transferred to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.
On May 1, 2018, stockholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that are authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. As of December 31, 2021, there were 35,587 shares issued under this plan. The maximum number of shares that may yet be granted under this plan is 538,468. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2018 Omnibus Stock Incentive Plan was filed with the Securities and Exchange Commission on March 8, 2019. In addition, on March 8, 2019, the Corporation filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan to add the ACNB Corporation 2018 Omnibus Stock Incentive Plan to the registration statement.
On February 25, 2021, the Corporation announced that the Board of Directors approved on February 23, 2021, a plan to repurchase, in open market and privately negotiated transactions, up to 261,000, or approximately 3%, of the outstanding shares of the Corporations’s common stock. This new stock repurchase program replaces and supersedes any and all earlier announced repurchase plans. There were 38,970 treasury shares purchased under this plan during the quarter ended December 31, 2021.
On September 30, 2021, the Corporation entered into an issuer stock repurchase agreement with an independent third-party broker under which the broker is authorized to repurchase the Corporation’s common stock on behalf of the Corporation during the period from the close of business on September 30, 2021 through March 31, 2022, subject to certain price, market and volume constraints specified in the agreement. The agreement was established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Exchange Act). The shares will be purchased pursuant to the Corporation’s previously announced stock repurchase program and in a manner consistent with applicable laws and regulations, including the provisions of the safe harbor contained in Rule 10b-18 under the Exchange Act.
The acquisition of New Windsor Bancorp, Inc. resulted in 938,360 new ACNB shares issued to the New Windsor Bancorp, Inc. stockholders valued at $28,620,000 in 2017. The acquisition of FCBI resulted in 1,590,547 new ACNB shares of common stock issued to the FCBI stockholders valued at $57,721,000.
The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth below) of total and Tier 1 capital to average assets. The federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The phase-in period for community banking organizations began January 1, 2015, while larger institutions (generally those with assets of $250 billion or more) began compliance effective January 1, 2014. The final rules call for the following capital requirements:
•a minimum ratio of common Tier 1 capital to risk-weighted assets of 4.5%;
•a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%;
•a minimum ratio of total capital to risk-weighted assets of 8.0%; and,
•a minimum leverage ratio of 4.0%.
In addition, the final rules establish a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments. The 2.5% (after a 0.625% per year phase-in period) for the capital conservation and countercyclical capital buffers for all banking organizations began on January 1, 2016. The required capital conservation buffer was 2.5% at December 31, 2021.
Management believes, as of December 31, 2021, that the Corporation and the Bank meet all capital adequacy requirements to which they are subject.
As of December 31, 2021, the most recent notification from the federal banking regulators categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no subsequent conditions or events that management believes have changed the Bank’s category.
The actual and required capital amounts and ratios were as follows:
 ActualFor Capital Adequacy
Purposes		To be Well
Capitalized
under Prompt
Corrective Action
Provisions
Dollars in thousandsAmountRatioAmount (1)Ratio (1)AmountRatio
CORPORATION      
As of December 31, 2021      
Tier 1 leverage ratio (to average assets)$249,574 8.91 %$     ≥112,027 ≥4.0%N/AN/A
Common Tier 1 risk-based capital ratio (to risk-weighted assets)243,574 16.08 ≥68,174 ≥4.5N/AN/A
Tier 1 risk-based capital ratio (to risk-weighted assets)249,574 16.47 ≥90,899 ≥6.0N/AN/A
Total risk-based capital ratio (to risk-weighted assets)283,511 18.71 ≥121,199 ≥8.0N/AN/A
As of December 31, 2020      
Tier 1 leverage ratio (to average assets)$224,605 8.90 %$     ≥100,892 ≥4.0%N/AN/A
Common Tier 1 risk-based capital ratio (to risk-weighted assets)224,605 13.68 ≥73,873 ≥4.5N/AN/A
Tier 1 risk-based capital ratio (to risk-weighted assets)224,605 13.68 ≥98,498 ≥6.0N/AN/A
Total risk-based capital ratio (to risk-weighted assets)244,831 14.91 ≥131,330 ≥8.0N/AN/A
BANK      
As of December 31, 2021      
Tier 1 leverage ratio (to average assets)$246,259 8.81 %$     ≥111,766 ≥4.0%$     ≥139,708 ≥5.0 %
Common Tier 1 risk-based capital ratio (to risk-weighted assets)246,259 16.32 ≥67,906 ≥4.5≥98,086 ≥6.5 
Tier 1 risk-based capital ratio (to risk-weighted assets)246,259 16.32 ≥90,541 ≥6.0≥120,722 ≥8.0 
Total risk-based capital ratio (to risk-weighted assets)265,126 17.57 ≥120,722 ≥8.0≥150,902 ≥10.0 
As of December 31, 2020      
Tier 1 leverage ratio (to average assets)$226,800 9.01 %$     ≥100,654 ≥4.0%$     ≥125,818 ≥5.0 %
Common Tier 1 risk-based capital ratio (to risk-weighted assets)226,800 13.86 ≥73,638 ≥4.5≥106,366 ≥6.5 
Tier 1 risk-based capital ratio (to risk-weighted assets)226,800 13.86 ≥98,184 ≥6.0≥130,912 ≥8.0 
Total risk-based capital ratio (to risk-weighted assets)247,119 15.10 ≥130,912 ≥8.0≥163,640 ≥10.0 
_______________________________
(1) Amounts and ratios do not include capital conservation buffer.